As filed with the Securities and Exchange
Commission on December 20, 1999
REGISTRATION NO. 333-80743
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
CITIBANK CREDIT CARD ISSUANCE TRUST
(Issuer of the Offered Securities)
CITIBANK (SOUTH DAKOTA), N.A. CITIBANK (NEVADA), NATIONAL ASSOCIATION
(Originators of Citibank Credit Card Issuance
Trust and Citibank Credit Card Master Trust I)
(Exact Name of Registrants as Specified in Their Charters)
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United States of America 46-0358360 United States of America 88-0202961
(State or Other Jurisdiction (I.R.S. Employer) (State or Other Jurisdiction of (I.R.S. Employer
of Organization) Identification Number) Organization Identification Number)
701 East 60th Street, North 8725 West Sahara Avenue
Sioux Falls, South Dakota 57117 Las Vegas, Nevada 89163
(605) 331-2626 (702) 797-4444
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of Each
Registrant's Principal Executive Offices)
STEPHANIE B. MUDICK, ESQ.
General Counsel - Corporate Law
CITIGROUP INC.
153 East 53rd Street
New York, New York 10043
(212) 559-1000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies To:
DAVID L. ZIMBECK, ESQ. STEVEN J. GAROFALO GREGORY M. SHAW, ESQ.
General Counsel President Cravath, Swaine & Moore
Citibank (South Dakota), N.A. Citibank (Nevada), Worldwide Plaza
701 East 60th Street, North National Association 825 Eighth Avenue
Sioux Falls, S.D. 57117 8725 West Sahara Avenue New York, NY 10019
(605) 331-2626 Las Vegas, Nevada 89163 (212) 474-1000
(702) 797-4444
Approximate date of commencement of proposed sale to the public: As
soon as practicable on or after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act Registration Statement number of the
earlier effective Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed Proposed
to be registered registered maximum aggregate maximum aggregate amount of registration
(a)(b)(c) price per Note(d) offering price(d) fee (e)
- -----------------------------------------------------------------------------------------------------------------
Notes $1,000,000 100% $1,000,000 $278
- -----------------------------------------------------------------------------------------------------------------
Collateral
Certificate (f) $1,000,000 -- -- --
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(a) With respect to any securities issued with original issue discount, the
amount to be registered is calculated based on the initial public offering
price thereof.
(b) With respect to any securities denominated in any foreign currency, the
amount to be registered shall be the U.S. dollar equivalent thereof based
on the prevailing exchange rate at the time such security is first
offered.
(c) Includes an indeterminate amount of securities that are to be offered or
sold in connection with market-making activities by affiliates of the
Registrants, including Salomon Smith Barney Inc.
(d) Estimated solely for the purpose of calculating the registration fee.
(e) Previously paid.
(f) No additional consideration will be paid by the purchasers of the Notes
for the Collateral Certificate, which is pledged as security for the
Notes.
The Registrants hereby amend this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrants shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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INTRODUCTORY NOTE
This Registration Statement includes:
o a form of base prospectus relating to asset-backed notes of Citibank
Credit Card Issuance Trust;
o a form of prospectus supplement to the base prospectus relating to the
offering by Citibank Credit Card Issuance Trust of a subclass of
asset-backed notes of a multiple issuance series; and
o a form of prospectus supplement to the base prospectus relating to the
offering by Citibank Credit Card Issuance Trust of a single issuance
series of asset-backed notes.
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[FLAG]
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, dated December 20, 1999
Prospectus
Dated __________, _____
CITIBANK CREDIT CARD ISSUANCE TRUST
Class A Notes
Class B Notes
Class C Notes
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
Originators of the Trust
We will provide the specific terms of these Notes in supplements to this
prospectus. You should read this prospectus and the applicable supplements to
this prospectus carefully before you invest.
Principal payments on the Class B Notes of a series are subordinated to
payments on the Class A Notes of that series. Principal payments on the Class
C Notes of a series are subordinated to payments on the Class A and Class B
Notes of that series.
YOU SHOULD REVIEW AND CONSIDER THE DISCUSSION UNDER "RISK FACTORS" BEGINNING
ON PAGE 13 OF THIS PROSPECTUS BEFORE YOU PURCHASE ANY NOTES.
Neither the Securities and Exchange Commission nor any state securities
commission has approved the Notes or determined that this prospectus or any
applicable supplement to this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The Notes are obligations of Citibank Credit Card Issuance Trust only and are
not obligations of any other person. Each class of Notes is secured by only
some of the assets of Citibank Credit Card Issuance Trust. Noteholders will
have no recourse to any other assets of Citibank Credit Card Issuance Trust
for the payment of the Notes. The Notes are not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
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TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY........................................................ 4
RISK FACTORS.............................................................. 13
Only some of the assets of the Issuer are available for payments on
any class of Notes.................................................... 13
Cardholder payment patterns and credit card usage may affect the
timing and amount of payments to you.................................. 13
You may receive principal payments earlier or later than the expected
principal payment date ............................................... 14
Allocations of charged-off receivables in the Master Trust could reduce
payments to you....................................................... 14
Reset of interest rate on credit card receivables in the Master Trust
may reduce the amount of finance charge collections available for
interest payments on the Notes........................................ 14
Citibank (South Dakota)'s ability to change terms of the credit card
accounts could alter payment patterns................................. 15
Addition of accounts to the Master Trust may affect credit quality and
lessen the Issuer's ability to make payments to you................... 15
Citibank (South Dakota) and Citibank (Nevada) may not be able to
designate new accounts to the Master Trust when required by the
pooling and servicing agreement....................................... 16
Class B Notes and Class C Notes bear losses before Class A Notes........ 16
You may not be able to reinvest any early redemption proceeds in a
comparable security................................................... 17
Your ability to resell Notes may be limited............................. 17
If the ratings of the Notes are lowered or withdrawn, their market
value could decrease.................................................. 17
Issuance of additional Notes may affect the timing and amount of
payments to you....................................................... 18
Certain legal aspects could affect the timing and amount of payments
to you................................................................ 18
Competition in the credit card industry could affect the timing and
amount of payments to you............................................. 20
You may have limited control of certain actions under the indenture..... 21
Your remedies upon default may be limited.............................. 21
WHERE YOU CAN FIND ADDITIONAL INFORMATION................................. 22
THE ISSUER................................................................ 23
The Owners.............................................................. 23
USE OF PROCEEDS........................................................... 24
THE NOTES................................................................. 24
Interest................................................................ 25
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Principal............................................................... 26
Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal
Liquidation Amount of Notes........................................... 26
Subordination of Principal.............................................. 30
Redemption and Early Redemption of Notes................................ 31
Issuances of new series and classes of Notes............................ 32
Required Subordinated Amount............................................ 35
Payments on Notes; Paying Agent......................................... 35
Denominations........................................................... 36
Record Date............................................................. 36
Governing Law........................................................... 36
Form, Exchange, and Registration and Transfer of Notes.................. 36
Book-Entry Notes........................................................ 37
Replacement of Notes ................................................... 42
Acquisition and cancelation of Notes by the Issuer and the Banks....... 42
SOURCES OF FUNDS TO PAY THE NOTES......................................... 43
The Collateral Certificate............................................. 43
Derivative Agreements................................................... 45
The Trust Accounts ..................................................... 45
Limited recourse to the Issuer; Security for the Notes.................. 47
The Indenture Trustee................................................... 47
DEPOSIT AND APPLICATION OF FUNDS.......................................... 48
Allocation of finance charge collections to accounts ................... 48
Allocation of principal collections to accounts......................... 48
Targeted deposits of finance charge collections and reallocated principal
collections to the interest funding account........................... 49
Payments received from derivative counterparties for interest........... 51
Deposit of principal funding subaccount earnings in interest funding
subaccounts; Principal funding subaccount earnings shortfall.......... 51
Allocation to interest funding subaccounts.............................. 51
Withdrawals from interest funding account............................... 52
Targeted deposits of principal collections to the principal funding
account............................................................... 53
Payments received from derivative counterparties for principal.......... 55
Allocation of funds on deposit in the principal funding subaccounts..... 55
Withdrawals from principal funding account.............................. 56
Limit on reallocations of principal collections taken to benefit senior
classes of single issuance series..................................... 57
Limit on reallocations of principal collections taken to benefit senior
classes of multiple issuance series................................... 57
Limit on repayments of subordinated classes of single issuance series... 59
Limit on repayments of subordinated classes of multiple issuance
series................................................................ 60
Limit on allocations of principal collections of all classes or
subclasses of Notes................................................... 61
Targeted deposits to the Class C reserve account........................ 61
Withdrawals from the Class C reserve account............................ 62
Pro Rata Payments within a Class or Subclass............................ 62
Targeted reinvestment in the Collateral Certificate .................... 62
Final Payment of the Notes.............................................. 62
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COVENANTS, EVENTS OF DEFAULT AND
EARLY REDEMPTION EVENTS................................................... 63
Issuer Covenants........................................................ 63
Events of Default....................................................... 63
Early Redemption Events................................................. 66
MEETINGS, VOTING AND AMENDMENTS........................................... 67
Meetings................................................................ 68
Amendments to the Pooling and Servicing Agreement....................... 68
Amendments to the Indenture............................................ 69
Amendments to the Trust Agreement....................................... 70
Tax Opinions for Amendments............................................. 70
NOTICES AND REPORTS....................................................... 71
Addresses for Notices................................................... 71
Issuer's Annual Compliance Statement.................................... 71
Indenture Trustee's Annual Report....................................... 71
List of Noteholders..................................................... 71
Reports................................................................. 72
THE MASTER TRUST.......................................................... 72
Master Trust Assets..................................................... 72
The Servicer............................................................ 75
Master Trust Issuances.................................................. 76
Allocation of Collections, Losses and Fees.............................. 76
Early Amortization Events............................................... 77
Optional Termination; Final Payment of Investor Certificates............ 78
TAX MATTERS............................................................... 78
Tax Characterization of the Notes....................................... 79
Tax Characterization of the Issuer...................................... 79
U.S. and non-U.S. Noteholders........................................... 80
Tax Consequences to U.S. Noteholders.................................... 80
Tax Consequences to Non-U.S. Noteholders................................ 82
BENEFIT PLAN INVESTORS.................................................... 84
Prohibited Transactions................................................. 85
Potential Prohibited Transactions from Investment in Notes.............. 85
Investment by Benefit Plan Investors.................................... 86
Tax Consequences to Benefit Plans....................................... 86
PLAN OF DISTRIBUTION...................................................... 87
LEGAL MATTERS............................................................. 88
GLOSSARY OF DEFINED TERMS ................................................ 89
ANNEX I
THE CREDIT CARD BUSINESS OF CITIBANK (SOUTH DAKOTA)....................... A-1
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PROSPECTUS SUMMARY
This summary does not contain all the information you may need to make an
informed investment decision. You should read the entire prospectus and any
supplement to this prospectus before you purchase any Notes.
The accompanying supplement to this prospectus may update or modify this
prospectus. If the terms of the Notes differ between this prospectus and any
supplement to this prospectus, you should rely on the information in the
supplement.
There is a glossary beginning on page 84 where you will find the definitions
of certain terms -- including terms that are not capitalized -- used in this
prospectus.
SECURITIES The Issuer is offering Class A Notes, Class
OFFERED B Notes and Class C Notes. The Notes will be issued
pursuant to an indenture between the Issuer and
Bankers Trust Company, as trustee.
The Notes will be issued in series. Each series of
Notes is expected to consist of three classes: Class
A, Class B and Class C. Each class may have
subclasses, if we so specify in a supplement to this
prospectus. The classes of a series may be issued at
the same time or at different times, but no Class A
or Class B Notes of a series may be issued unless
sufficient subordinated Class B Notes and/or Class C
Notes of that series are outstanding. See "The
Notes-- Issuances of new series and classes of
Notes."
ISSUER Citibank Credit Card Issuance Trust, a Delaware
statutory business trust, is the issuer of the
Notes. The Issuer's principal place of business is
located at __________. Its phone number is
_____________.
INDENTURE Bankers Trust Company, a New York banking
TRUSTEE corporation, is the trustee under the indenture.
INTEREST Each class of Notes, other than zero-coupon
PAYMENTS discount Notes, will bear interest from the date and
at the rate set forth or as determined in a
supplement to this prospectus. Interest on the Notes
will be paid on the interest payment dates specified
in a supplement to this prospectus.
PRINCIPAL The Issuer expects to pay the stated
PAYMENTS principal amount of each Note in one payment on that
Note's expected principal payment date, and the
Issuer is obligated to do so if funds are available
for that purpose.
The expected principal payment date of a Note is two
years before its legal maturity date. The legal
maturity date is the date on which a Note is legally
required to be fully paid. The expected principal
payment date and legal maturity date for a Note will
be specified in a supplement to this prospectus.
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STATED PRINCIPAL AMOUNT,
OUTSTANDING DOLLAR
PRINCIPAL AMOUNT AND
NOMINAL LIQUIDATION
AMOUNT OF NOTES Each Note has a stated principal amount, an
outstanding dollar principal amount and a nominal
liquidation amount.
o Stated Principal Amount. The stated principal
amount of a Note is the amount that is stated on
the face of the Note to be payable to the holder.
It can be denominated in U.S. dollars or a
foreign currency.
o Outstanding Dollar Principal Amount. For most
Notes, the outstanding dollar principal amount
will be the same as the stated principal amount,
less principal payments to Noteholders. However,
for discount Notes or foreign currency Notes, the
outstanding dollar principal amount will be an
amount stated in, or determined by a formula
described in, the applicable supplement to this
prospectus.
o Nominal Liquidation Amount. The nominal
liquidation amount of a Note is a U.S. dollar
amount based on the outstanding dollar principal
amount of the Note, but after deducting all
reallocations of principal of that Note to pay
interest on senior classes of Notes of that
series, allocations of that Note's proportionate
share of the charge-offs to the principal
receivables held in the Master Trust, all
payments of principal of that Note, and amounts
on deposit in the applicable principal funding
subaccount, and adding all reimbursements of
those deductions from excess finance charge
collections allocated to that Note. See "The
Notes--Stated Principal Amount, Outstanding
Dollar Principal Amount and Nominal Liquidation
Amount of Notes."
REDUCTION OF ALLOCATIONS
OF PRINCIPAL COLLECTIONS
OR FINANCE CHARGE
COLLECTIONS IF THE
NOMINAL LIQUIDATION
AMOUNT IS REDUCED The nominal liquidation amount of a class of Notes
will be reduced as principal of that class is
accumulated in the principal funding account or paid
to Noteholders. However, reductions in the nominal
liquidation amount of a class of Notes can also
result from reallocations of principal of that class
to pay interest on a senior class, and as a result
of charge-offs to the principal receivables held in
the Master Trust. See "Risk Factors--Allocations of
charged-off receivables in the Master Trust could
reduce payments to you" and "The Notes--Stated
Principal Amount, Outstanding Dollar Principal
Amount and Nominal Liquidation Amount."
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Any reduction in the nominal liquidation amount of a
class of Notes results in a corresponding reduction
in the finance charge collections allocated to the
Collateral Certificate, and consequently a reduction
in the funds available to pay interest on the Notes
and to reimburse reductions in the nominal
liquidation amount of the Notes. Any reduction in
the nominal liquidation amount of a class of Notes
also results in a corresponding reduction in the
principal collections allocated to pay principal of
that class of Notes.
No principal collections will be allocated to a
class of Notes if the nominal liquidation amount of
that class is zero, even if the stated principal
amount of that class of Notes has not been paid in
full, but any funds in the applicable principal
funding subaccount that are not reallocated to other
classes of that series, any funds in the applicable
interest funding subaccount, and in the case of
Class C Notes, any funds in the applicable Class C
reserve account, will still be available to pay
principal of and interest on classes of Notes with a
nominal liquidation amount of zero. In addition, if
excess finance charge collections are available,
they can be applied to reimburse reductions in the
nominal liquidation amount of a class of Notes
resulting from reallocations of principal
collections to pay interest on senior classes of
Notes, and from charge-offs to the principal
receivables held in the Master Trust.
SUBORDINATION OF
PRINCIPAL Principal payments on the Class B Notes of a series
are subordinated to payments on the Class A Notes of
that series. Principal payments on the Class C Notes
of a series are subordinated to payments on the
Class A Notes and Class B Notes of that series. See
"The Notes--Subordination of Principal" and "Deposit
and Application of Funds."
SOURCES OF FUNDS TO PAY
THE NOTES The Issuer will have the following sources of funds
available to pay principal and interest on the
Notes:
o The Collateral Certificate issued by Citibank
Credit Card Master Trust I. The Collateral
Certificate is an investor certificate issued by
the Master Trust to the Issuer. It represents an
undivided interest in the assets of the Master
Trust. The Master Trust owns primarily credit
card receivables arising in selected MasterCard
and VISA revolving credit card accounts. Citibank
(South Dakota) and Citibank (Nevada) have
transferred the credit card receivables to the
Master Trust in accordance with the terms of a
pooling and servicing agreement among Citibank
(South Dakota), Citibank (Nevada) and Bankers
Trust Company, as trustee. Both principal
collections and finance charge collections on the
receivables will, in general, be allocated pro
rata among holders of interests in
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the Master Trust based on the investment in
credit card receivables of each interest in the
Master Trust. If collections of receivables
allocable to the Collateral Certificate are less
than expected, payments of principal of and
interest on the Notes could be delayed or remain
unpaid.
o Derivative Agreements. Some Notes may have the
benefit of one or more derivative agreements,
including interest rate or currency swaps, caps,
collars, guaranteed investment contracts or other
similar agreements with various counterparties to
manage interest rate or currency risk relating to
those Notes. Citibank (South Dakota), Citibank
(Nevada) or any of their affiliates may be
counterparties to a derivative agreement. A
description of the specific terms of each
derivative agreement and each counterparty to a
derivative agreement will be included in the
applicable supplement to this prospectus.
o The Trust Accounts. The Issuer has established a
collection account for the purpose of receiving
payments of finance charge collections and
principal collections from the Master Trust
payable under the Collateral Certificate.
The Issuer has also established a principal
funding account and an interest funding account,
which will have subaccounts for each class and
subclass of Notes of a series, and a Class C
reserve account, which will have subaccounts for
each class and subclass of Class C Notes of a
series. If specified in a supplement to this
prospectus, the Issuer may establish supplemental
accounts for any series, class or subclass of
Notes.
Each month, all distributions on the Collateral
Certificate will be deposited into the collection
account, and then reallocated to the principal
funding account, the interest funding account,
the Class C reserve account, any supplemental
account, to payments under any applicable
derivative agreements, and to the other purposes
as specified in "Deposit and Application of Funds
" or in a supplement to this prospectus.
Funds on deposit in the principal funding account
and the interest funding account will be used to
make payments of principal of and interest on the
Notes.
The Issuer will be required to fund the Class C
reserve account if the finance charge collections
generated by the Master Trust fall below a level
specified in the applicable supplement to this
prospectus. The Class C reserve account would be
funded from monthly finance charge collections
from the Collateral Certificate after
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payment of fees and expenses of the Indenture
Trustee, required interest deposits and other
payments described under "Deposit and Application
of Funds--Targeted deposits to the Class C
reserve account."
A supplement to this prospectus relating to Class
C Notes will include provisions for funding the
Class C reserve account.
Funds on deposit in the Class C reserve account
will be available to holders of Class C Notes to
cover shortfalls of interest payable on interest
payment dates. Funds on deposit in the Class C
reserve account will also be available to holders
of Class C Notes on any day when principal is
payable, but only to the extent that the nominal
liquidation amount of the Class C Notes plus
funds on deposit in the Class C principal funding
account is less than the outstanding dollar
principal amount of the Class C Notes.
Only the holders of Class C Notes will have the
benefit of the Class C reserve account. See
"Deposit and Application of Funds--Withdrawals
from the Class C reserve account."
LIMITED RECOURSE TO THE
ISSUER Only the portion of the principal collections and
finance charge collections received by the Issuer
under the Collateral Certificate and allocated to a
class of Notes, funds in the applicable trust
accounts, and payments received under any applicable
derivative agreement provide the source of payment
for principal of or interest on that class of Notes.
Noteholders will have no recourse to any other
assets of the Issuer or any other person or entity
for the payment of principal of or interest on the
Notes.
SECURITY FOR THE NOTES The Notes of all series are secured by a shared
security interest in the Collateral Certificate and
the collection account, and each class of Notes is
secured by a security interest in the applicable
principal funding subaccount, interest funding
subaccount, the Class C reserve subaccount for
classes of Class C Notes, any applicable
supplemental account, and by a security interest in
any applicable derivative agreement.
REDEMPTION AND EARLY
REDEMPTION OF NOTES If we specify in a supplement to this prospectus,
the Issuer or a Noteholder may, at its option,
redeem the Notes of any series or class before its
expected principal payment date. The supplement will
indicate who will have that right of redemption, at
what times that right may be exercised, if that
redemption may be made in whole or in part and any
other terms of the redemption.
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In addition, the Issuer is required to redeem any
Note upon the occurrence of an early redemption
event with respect to that Note, but only to the
extent the funds have been allocated to the
Collateral Certificate and to the class of Notes to
be redeemed. It is not an event of default if the
Issuer fails to redeem a Note because it does not
have sufficient funds available.
Early redemption events include the following:
o for any Note, the occurrence of the expected
principal payment date of that Note;
o each of the early amortization events applicable
to the Collateral Certificate, as described under
"The Master Trust--Early Amortization Events";
o certain events relating to the performance of the
credit card receivables owned by the Master Trust
as described under "Covenants, Events of Default
and Early Redemption Events--Early Redemption
Events"; and
o any additional early redemption events specified
in a supplement to this prospectus.
This list summarizes only some of the early
redemption events. See "Covenants, Events of Default
and Early Redemption Events--Early Redemption
Events" for a description of the early redemption
events and their consequences to holders of Notes.
EVENTS OF DEFAULT The documents that govern the terms and conditions
of the Notes include a list of adverse events known
as "events of default." Some events of default
result in an automatic acceleration of the affected
Notes, and others result in the right of the holders
of affected Notes to demand acceleration after an
affirmative vote by holders of 25% of the affected
Notes.
Events of default include the following:
o the Issuer fails to pay interest on any Note
within five business days of its due date;
o the Issuer fails to pay in full principal on any
Note on its legal maturity date;
o the Issuer defaults on any covenant or breaches
any agreement under the indenture after
applicable notice and cure periods, and the
default or breach is materially adverse to
Noteholders;
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o the occurrence of certain events of bankruptcy,
insolvency or reorganization relating to the
Issuer; or
o any additional events of default specified in a
supplement to this prospectus.
This list summarizes only some of the events of
default. See "Covenants, Events of Default and Early
Redemption Events --Events of Default" for a
description of the events of default and their
consequences to holders of Notes.
It is not an event of default if the stated
principal amount of a Note is not paid on its
expected principal payment date.
EVENT OF DEFAULT After an event of default and the acceleration of a
REMEDIES series or class of Notes, funds on deposit in the
principal funding account and the interest funding
account for that series or class will be applied to
pay principal of and interest on the affected Notes.
After an event of default, until the affected Notes
are paid in full, principal collections and finance
charge collections allocated to those Notes will be
applied to make monthly principal and interest
payments on those Notes until the earlier of the
date those Notes are paid in full or the legal
maturity date of those Notes.
If your Notes are Class B Notes or Class C Notes,
you will receive payment of principal on those Notes
only if and to the extent that, after giving effect
to that payment, the required subordinated amount
will be maintained for the senior classes of Notes
in that series. See "Deposit and Application of
Funds--Limit on repayments of subordinated classes
of single issuance series" and "--Limit on
repayments of subordinated classes of multiple
issuance series."
In the case of an accelerated class of Class C
Notes, the Indenture Trustee may, and at the
direction of the majority of the Class C Noteholders
of that class will, cause the sale of credit card
receivables by the Master Trust in an amount of up
to 110% of the nominal liquidation amount of the
accelerated class of Class C Notes, so long as the
conditions specified in "Covenants, Events of
Default and Early Redemption Events --Events of
Default" are satisfied. The proceeds of a sale of
credit card receivables will be deposited directly
to the principal funding subaccount for the
accelerated class of Notes. Upon the deposit of
those proceeds to the principal funding subaccount
for the accelerated Class C Notes, the nominal
liquidation amount of that class will be reduced to
zero.
The proceeds of the sale of credit card receivables
will be retained in the principal funding subaccount
for the accelerated Class C Notes to the extent and
for so long as they
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are required to provide the required subordinated
amount for the outstanding Class A Notes and Class B
Notes of that series, but the proceeds may be
reallocated to the principal funding subaccounts of
senior classes of Notes of that series. Accumulation
of principal collections in the principal funding
subaccounts for the Class A Notes and Class B Notes
of that series will begin and will continue as long
as necessary to permit funds in the principal
funding subaccount for the affected Class C Notes to
be released to Class C Noteholders.
Holders of Class A Notes and Class B Notes will not
have the ability to cause the sale of receivables by
the Master Trust, even if an event of default and
acceleration of those Notes occurs, until the
applicable legal maturity date. See "Deposits and
Allocations of Funds--Final Payment of Notes."
REGISTRATION, CLEARANCE
AND SETTLEMENT The Notes offered by this prospectus will be
registered in the name of The Depository Trust
Company or its nominee, and purchasers of Notes will
not be entitled to receive a definitive certificate
except under limited circumstances. Owners of Notes
may elect to hold their Notes through The Depository
Trust Company in the United States or through
Cedelbank, societe anonyme or the Euroclear System
in Europe. Transfers will be made in accordance with
the rules and operating procedures of those clearing
systems. See "The Notes--Book-Entry Notes."
ERISA ELIGIBILITY The indenture permits benefit plans to
purchase Notes of every class. A fiduciary of a
benefit plan should consult its counsel as to
whether a purchase of Notes by the plan is permitted
by ERISA and the Internal Revenue Code.
TAX STATUS In the opinion of Cravath, Swaine & Moore, special
tax counsel to the Issuer, for United States federal
income tax purposes (1) the Notes will be treated as
indebtedness and (2) the Issuer will not be an
association or a publicly traded partnership taxable
as a corporation. In addition, Noteholders will
agree, by acquiring Notes, to treat the Notes as
debt of Citibank (South Dakota) and Citibank
(Nevada) for federal, state and local income and
franchise tax purposes.
DENOMINATIONS The Notes offered by this prospectus will be issued
in denominations of $1,000 and multiples of $1,000
in excess of that amount.
RECORD DATE The record date for payment of the Notes will
be the last day of the month before the related
payment date.
RATINGS It is a condition to the issuance of the Notes that
they are rated no lower than the following rating
categories by at least one nationally recognized
rating agency:
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NOTE RATING
---- ------
Class A AAA
Class B A
Class C BBB
If a class of Notes has subclasses, each subclass
will have the same rating requirement as the class
of Notes of which it is a part. See "Risk Factors--
If the ratings of the Notes are lowered or
withdrawn, their market value could decrease."
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RISK FACTORS
The following is a summary of the material risks that apply to an
investment in the Notes. The remainder of this prospectus and the attached
supplement provide much more detailed information about these risks. You
should consider the following risk factors in deciding whether to purchase the
Notes.
There is a glossary beginning on page 85 where you will find the
definitions of certain terms -- including terms that are not capitalized --
used in this prospectus.
ONLY SOME OF THE ASSETS OF THE ISSUER ARE AVAILABLE FOR PAYMENTS ON ANY CLASS
OF NOTES
The assets of the Issuer consist primarily of:
o the Collateral Certificate;
o derivative agreements that the Issuer has entered into to
manage interest rate or currency risk relating to some of
the Notes; and
o the trust accounts.
The Issuer does not expect to have any other significant assets.
Only the portion of the principal collections and finance charge
collections received by the Issuer under the Collateral Certificate and
allocated to the Notes, the applicable trust accounts, and payments received
under any applicable derivative agreement provide the source of payment for
principal of or interest on any class of the Notes. As a result, you must rely
only on the particular allocated assets as security for your Notes for
repayment of the principal of and interest on your Notes. You will not have
recourse to any other assets of the Issuer or any other person for payment of
your Notes. See "Sources of Funds to Pay the Notes."
CARDHOLDER PAYMENT PATTERNS AND CREDIT CARD USAGE MAY AFFECT THE TIMING AND
AMOUNT OF PAYMENTS TO YOU
The amount of principal collections available to pay your Notes on
any principal payment date or to make deposits into the principal funding
account will depend on many factors, including:
o the rate of repayment of credit card balances by
cardholders, which may be earlier or later than expected;
o the extent of credit card usage by cardholders, and the
creation of additional receivables in the accounts
designated to the Master Trust; and
o the rate of default by cardholders, which means that
receivables may not be paid at all.
Changes in payment patterns and credit card usage result from a
variety of economic, social and legal factors. Economic factors include the
rate of inflation, unemployment levels and relative interest rates. Social
factors include consumer confidence levels and the public's attitude about
incurring debt and the stigma of personal bankruptcy. For
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some of the legal factors, see "--Certain legal aspects could affect the
timing and amount of payments to you" below. The availability of incentive or
other award programs may also affect cardholders' actions. We cannot predict
how these or other factors will affect repayment patterns or card use and,
consequently, the timing and amount of payments on your Notes.
YOU MAY RECEIVE PRINCIPAL PAYMENTS EARLIER OR LATER THAN THE EXPECTED
PRINCIPAL PAYMENT DATE
There is no assurance that the stated principal amount of your Notes
will be paid on its expected principal payment date.
The effective yield on the credit card receivables owned by the
Master Trust could decrease due to, among other things, a change in periodic
finance charges on the accounts, an increase in the level of delinquencies or
increased convenience use of the card whereby cardholders pay their credit
card balance in full each month and incur no finance charges. A significant
decrease in the amount of credit card receivables in the Master Trust for any
reason could result in an early redemption event and could result in early
payment of your Notes as well as decreased protection to you against defaults
on the accounts. If surplus finance charge collections calculated using a
three-month moving average decreases below the required surplus finance charge
amount, an early redemption event will occur and could result in an early
payment of your Notes. See "Covenants, Events of Default and Early Redemption
Events --Early Redemption Events."
If, for any reason, cardholders make payments on their credit card
accounts later than expected or default on the payments on their credit card
accounts the allocations of principal collections to the Collateral
Certificate and to the Notes may be reduced, and the principal of the Notes
may be paid later than expected or not paid at all.
ALLOCATIONS OF CHARGED-OFF RECEIVABLES IN THE MASTER TRUST COULD REDUCE
PAYMENTS TO YOU
Citibank (South Dakota), as servicer of the Master Trust, will write
off the receivables arising in the accounts in the Master Trust portfolio if
the receivables become uncollectible or are otherwise more than 184 days
delinquent. The Collateral Certificate will be allocated a portion of these
charged-off receivables. If the amount of charged-off receivables allocated to
the Collateral Certificate exceeds the amount of funds available for
reimbursement of those charge-offs, the Issuer, as the holder of the
Collateral Certificate, may not receive a sufficient amount under the
Collateral Certificate to pay the full stated principal amount of your Notes.
See "The Master Trust Receivables and Accounts--Loss and Delinquency
Experience" in Annex I to the supplement to this prospectus, "Sources of Funds
to Pay the Notes--The Collateral Certificate," "Deposit and Application of
Funds--Allocation of principal collections to accounts," "--Targeted deposits
of principal collections to the principal funding account," and "--Allocation
to principal funding subaccounts."
RESET OF INTEREST RATE ON CREDIT CARD RECEIVABLES IN THE MASTER TRUST MAY
REDUCE THE AMOUNT OF FINANCE CHARGE COLLECTIONS AVAILABLE FOR INTEREST
PAYMENTS ON THE NOTES
A majority of the credit card receivables in the Master Trust bear
interest at the prime
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rate plus a margin. The Notes generally bear interest at a fixed or floating
rate. If the prime rate declines, the amount of collections of finance charge
receivables on the accounts in the Master Trust may be reduced while the
interest payments on fixed rate Notes required to be funded out of those
collections will remain constant.
Changes in the interest rate indices applicable to floating rate
Notes might not be reflected in the prime rate, resulting in an increase or
decrease in the difference between the amount of collections of finance charge
receivables on the accounts in the Master Trust and the amount of interest
payable on the floating rate Notes.
In addition, a decrease in the difference between collections of
finance charge receivables and those collections allocated to make interest
payments on the Notes could cause an early redemption event which could result
in early payment of your Notes. See "Covenants, Events of Default and Early
Redemption Events--Early Redemption Events."
CITIBANK (SOUTH DAKOTA)'S ABILITY TO CHANGE TERMS OF THE CREDIT CARD ACCOUNTS
COULD ALTER PAYMENT PATTERNS
The Master Trust owns the credit card receivables generated in
designated credit card accounts, but Citibank (South Dakota) continues to own
the accounts themselves. Citibank (South Dakota) thus has the right to
determine the fees, periodic finance charges including the interest rate index
used to compute periodic finance charges, and other charges that will apply to
the credit card accounts. Citibank (South Dakota) may also change the minimum
monthly payment or other terms of the accounts. A decrease in the effective
yield on the credit card receivables could cause an early redemption event,
resulting in an early payment of the Notes. Also, changes in account terms
could affect payment patterns on the credit card receivables, which could
cause principal on the Notes to be paid earlier or later than anticipated.
Citibank (South Dakota) has agreed generally to avoid taking actions
that would
o reduce the portfolio yield of the receivables in the
Master Trust below specified levels;
o change the terms of the credit card accounts designated to
the Master Trust, unless it is changing the terms of all
similar accounts in its portfolio; or
o decrease the finance charges on the credit card accounts
designated to the Master Trust below a specified level
after an early amortization event under the pooling and
servicing agreement has occurred.
There are no other restrictions on Citibank (South Dakota)'s ability
to change the terms of the credit card accounts designated to the Master
Trust, and we cannot guarantee that finance charges or other fees will not be
reduced.
ADDITION OF ACCOUNTS TO THE MASTER TRUST MAY AFFECT CREDIT QUALITY AND LESSEN
THE ISSUER'S ABILITY TO MAKE PAYMENTS TO YOU
The assets of the Master Trust, and therefore the assets allocable
to the Collateral Certificate held by the Issuer, change every day. The Banks
may choose , or may be required, to add credit card receivables to the Master
Trust. The credit card accounts from which these receivables arise may have
different terms and conditions from the credit card accounts already
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designated for the Master Trust. For example, the new credit card accounts may
have higher or lower fees or interest rates, or different payment terms. We
cannot guarantee that new credit card accounts will have the same credit
quality as the credit card accounts currently designated for the Master Trust.
If the credit quality of the assets in the Master Trust were to deteriorate,
the Issuer's ability to make payments on the Notes could be adversely
affected. See "The Master Trust--Master Trust Assets."
The Issuer's ability to make payments on the Notes will be impaired
if sufficient new credit card receivables are not generated by the Banks. We
do not guarantee that new credit card receivables will be created, that any
credit card receivables will be added to the Master Trust or that credit card
receivables will be repaid at a particular time or with a particular pattern.
CITIBANK (SOUTH DAKOTA) AND CITIBANK (NEVADA) MAY NOT BE ABLE TO DESIGNATE NEW
ACCOUNTS TO THE MASTER TRUST WHEN REQUIRED BY THE POOLING AND SERVICING
AGREEMENT
The pooling and servicing agreement provides that Citibank (South
Dakota) and Citibank (Nevada) must add additional credit card receivables to
the Master Trust if the total amount of principal receivables in the Master
Trust falls below specified percentages of the total invested amounts of
investor certificates in the Master Trust. There is no guarantee that the
Banks will have enough receivables to add to the Master Trust. If the Banks do
not make an addition of receivables within five business days after the date
they are required to do so, an early amortization event will occur with
respect to the Collateral Certificate. This would constitute an early
redemption event and could result in an early payment of your Notes. See "The
Master Trust--Master Trust Assets" and "--Early Amortization Events" and
"Covenants, Events of Default and Early Redemption Events--Early Redemption
Events."
CLASS B NOTES AND CLASS C NOTES BEAR LOSSES BEFORE CLASS A NOTES
Class B Notes of a series are subordinated in right of payment of
principal to Class A Notes of that series, and Class C Notes of a series are
subordinated in right of payment of principal to Class A Notes and Class B
Notes of that series. In general, interest payments on a class of Notes are
not subordinated in right of payment to interest payments on any other class
of Notes.
For a single issuance series, in general no payment of principal on
Class B Notes of that series will be made until all principal then due and
payable on Class A Notes of that series has been paid in full, and no payment
of principal on Class C Notes of that series will be made until all principal
then due and payable on Class A Notes and Class B Notes of that series has
been paid in full. See "The Notes--Subordination of Principal".
For a multiple issuance series, in general payment of principal may
be made on Class B Notes or on Class C Notes of that series before payment in
full of senior classes of Notes of that series but only if after giving effect
to the proposed principal payment there is still a sufficient principal amount
of subordinated Notes to support the outstanding senior Notes of that series.
See "The Notes--Subordination of Principal" and "Deposit and Application of
Funds--Withdrawals from principal funding account."
If principal collections allocated to the Collateral Certificate are
reallocated to
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make interest payments on a series of Notes, the full stated principal amount
of Class C Notes and Class B Notes of that series may not be repaid.
If there is a sale of the credit card receivables owned by the
Master Trust due to an insolvency event of either of the Banks or a sale or
repurchase of the interest represented by the Collateral Certificate after a
default by the servicer of the Master Trust, the net proceeds of the sale
allocable to principal payments with respect to the Collateral Certificate
will be used first to pay amounts due to Class A Noteholders of a series, next
to pay amounts due to Class B Noteholders of that series, and lastly, for
amounts due to Class C Noteholders of that series. This could cause a loss to
Class C Noteholders, if the amount available to them plus the amount, if any,
available under their credit enhancement is not enough to pay the Class C
Notes in full. It could also cause a loss to Class B Noteholders if the amount
available to them plus the amount, if any, available under their credit
enhancement is not enough to pay the Class B Notes in full.
YOU MAY NOT BE ABLE TO REINVEST ANY EARLY REDEMPTION PROCEEDS IN A COMPARABLE
SECURITY
If your Notes are redeemed at a time when prevailing interest rates
are relatively low, you may not be able to reinvest the redemption proceeds in
a comparable security with an effective interest rate as high as that of your
Notes.
YOUR ABILITY TO RESELL NOTES MAY BE LIMITED
It may be difficult for you to resell your Notes at the time and at
the price you desire. We expect that the underwriters of and agents for the
Notes will make a market in the Notes, but no underwriter or agent will be
required to do so. Even if a secondary market does develop, it may not provide
you with liquidity for the Notes, and it may not continue until the maturity
of the Notes.
In addition, some Notes have a more limited trading market and
experience more price volatility because they were designed for specific
investment objectives or strategies. There may be a limited number of buyers
when you decide to sell those Notes. This may affect the price you receive for
the Notes or your ability to sell the Notes at all. You should not purchase
Notes unless you understand and know you can bear the investment risks.
IF THE RATINGS OF THE NOTES ARE LOWERED OR WITHDRAWN, THEIR MARKET VALUE COULD
DECREASE
The initial rating of a Note addresses the likelihood of the payment
of interest on that Note when due and the ultimate payment of principal of
that Note by its legal maturity date. The ratings do not address the
possibility of an early payment or acceleration of a Note, which could be
caused by an early redemption event or an event of default. See "Covenants,
Events of Default and Early Redemption Events --Early Redemption Events" and
"--Events of Default."
The ratings of the Notes are not a recommendation to buy, hold or
sell the Notes. The ratings of the Notes may be lowered or withdrawn entirely
at any time by the applicable rating agency. The market value of the Notes
could decrease if the ratings are lowered or withdrawn. See "Prospectus
Summary--Ratings."
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ISSUANCE OF ADDITIONAL NOTES MAY AFFECT THE TIMING AND AMOUNT OF PAYMENTS TO
YOU
The Issuer expects to issue Notes from time to time. New Notes will
be issued without notice to existing Noteholders, and without their consent,
and may have different terms from outstanding Notes. For a description of the
conditions that must be met before the Issuer can issue new Notes, see "The
Notes-- Issuances of new series and classes of Notes." The issuance of new
Notes could adversely affect the timing and amount of payments on outstanding
Notes. Also, when new Notes are issued, the voting rights of your Notes may be
diluted. See "Risk Factors --You may have limited control of certain actions
under the indenture."
CERTAIN LEGAL ASPECTS COULD AFFECT THE TIMING AND AMOUNT OF PAYMENTS TO YOU
Transfer of credit card receivables could be a security interest
Although the Banks sell credit card receivables to the Master Trust,
it is possible that a court could treat those sales as an assignment of
collateral as security for the benefit of the holders of the investor
certificates in the Master Trust, including the Collateral Certificate. If the
transfer of credit card receivables to the Master Trust were deemed to create
a security interest under the South Dakota or Nevada Uniform Commercial Code:
o A tax or government lien on property of the Banks arising
before the credit card receivables came into existence may
have priority over the Master Trust's interest, and
therefore over the Issuer's interest, in the receivables.
o If the FDIC were appointed receiver of one of the Banks,
its administrative expenses may also have priority over
the Master Trust's interest, and therefore the Issuer's
interest, in the receivables.
Insolvency or bankruptcy of the Banks could adversely affect you
If the FDIC were appointed a conservator or receiver for either of
the Banks, then an early amortization event would occur under the pooling and
servicing agreement, thus causing an early redemption event for the Notes.
Under the terms of the pooling and servicing agreement, no new principal
receivables would be transferred to the Master Trust and the Master Trust
Trustee would sell the credit card receivables unless holders of more than 50%
of the unpaid principal amount of investor certificates of each class of each
series, including the Collateral Certificate, the Banks -- other than the
insolvent Bank -- and each other holder, if any, of an interest in the Master
Trust, give the Master Trust Trustee other instructions. In that event
o the Master Trust would terminate;
o an early amortization event would occur with respect to
the Collateral Certificate, thus causing an early payment
of the Notes; and
o you would have a loss if proceeds from the sale of the
credit card receivables allocable to the Collateral
Certificate were insufficient to pay your Notes in full.
However, the Federal Deposit Insurance Act, as amended by the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, gives the FDIC
powers when it is acting as receiver or conservator for a bank, including the
power:
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o to prevent the start of an early amortization period under
the pooling and servicing agreement, thereby preventing
the termination of the Master Trust and a possible early
payment of the Notes;
o to continue to require the Banks to transfer new principal
receivables to the Master Trust; and
o to prevent the early sale, liquidation or disposition of
the credit card receivables in the Master Trust.
In addition, if Citibank (South Dakota) defaults on its obligations as
servicer under the pooling and servicing agreement solely because a
conservator or receiver is appointed for it, the conservator or receiver might
have the power to prevent either the Master Trust Trustee or the Master Trust
certificateholders from appointing a new servicer under the pooling and
servicing agreement.
We believe that the FDIC, acting as a receiver or conservator of
one of the Banks, would not interfere with the continued transfer and
liquidation of credit card receivables between that Bank and the Master Trust,
as long as
o the Bank's transfer of the receivables to the Master Trust
is the grant of a valid security interest in the
receivables to the Master Trust;
o the security interest is validly perfected before the
Bank's insolvency and was neither taken in contemplation
of the Bank's insolvency nor with the intent to hinder,
delay or defraud the Bank or its creditors; and
o the pooling and servicing agreement is continuously an
official record of the Bank and represents a bona fide and
arm's length transaction undertaken for adequate
consideration in the ordinary course of business.
The FDIC could, however, assert a contrary position, and
o avoid the Master Trust's security interest in the credit
card receivables;
o require the Master Trust Trustee to go through an
administrative claims procedure to establish its right to
payments collected on the credit card receivables in the
Master Trust;
o request a stay of proceedings with respect to the
insolvent Bank; or
o repudiate the pooling and servicing agreement and limit
the Master Trust's resulting claim to "actual direct
compensatory damages" measured as of the date of
receivership.
If the FDIC were to take any of those actions, payments of outstanding
principal and interest on the Notes could be delayed and possibly reduced.
Changes in consumer protection laws may impede Citibank (South Dakota)'s
collection efforts
The credit card industry is extensively regulated by federal, state
and local consumer protection laws. The most significant federal laws are
o the Federal Truth-in-Lending Act;
o the Equal Credit Opportunity Act;
o the Fair Credit Reporting Act; and
o the Fair Debt Collection Practices Act.
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These laws affect how loans are made, enforced and collected. The United
States Congress and the states may pass new laws, or may amend existing laws,
to regulate further the credit card industry or to reduce finance charges or
other fees applicable to credit card accounts. This could make collection of
credit card receivables more difficult for Citibank (South Dakota), as
servicer, and could decrease the amount of finance charge receivables received
by the Master Trust and thus available for interest payments on the Notes.
In recent years, interest rates charged by credit card issuers have
come under increased scrutiny by consumer groups and lawmakers. Changes in
applicable laws could add limitations on the finance charges and other fees
related to the credit card accounts. For example, if an interest rate cap were
imposed by law at a level substantially lower than the annual percentage rates
currently charged on the credit card accounts, the decrease in finance charge
collections could result in an early redemption event and a possible early
payment of the Notes.
The Banks make representations and warranties about their compliance
with applicable laws and regulations, and about the validity and
enforceability of the credit card receivables and the accounts. These
representations and warranties are made for the benefit of the holders of
investor certificates under the Master Trust, and are not made for your
benefit. If the credit card receivables do not comply with applicable law in
all material respects, the Issuer's interest in the receivables will be
reassigned to the Banks, and you will have no other remedy. A breach of the
representations and warranties by the Banks relating to the credit card
receivables and accounts generally results in the Sellers' Interest being
reduced by the amount of the reassigned receivables. However, a breach of some
representations and warranties results in the Banks paying a reassignment
price for the receivables generally equal to the aggregate invested amount of
all series of investor certificates, including the Collateral Certificate,
issued by the Master Trust, plus accrued and unpaid interest on those
certificates. See "The Master Trust--Master Trust Assets." A breach of these
representations and warranties could result in a possible early payment of the
Notes.
COMPETITION IN THE CREDIT CARD INDUSTRY COULD AFFECT THE TIMING AND AMOUNT OF
PAYMENTS TO YOU
The credit card industry is very competitive and operates in a legal
and regulatory environment increasingly focused on the cost of services
charged to consumers for credit cards. Through advertising, target marketing,
pricing competition and incentive programs, credit card issuers compete to
attract and retain customers. The Banks and other credit card issuers may
offer cards with lower fees and/or finance charges than the credit card
accounts that have been designated as part of the Master Trust. Also, the
Banks may solicit existing cardholders to open other accounts with benefits
not available under the designated accounts. If cardholders choose to use
competing sources of credit, the rate at which new credit card receivables are
generated may be reduced and the pattern of payments may be affected. If the
credit card receivables decline significantly, the Banks may be required to
designate additional accounts to the Master Trust, or an early amortization
event with respect to the Collateral Certificate could occur and the Notes
could be paid early.
In October 1998, the U.S. Justice Department sued MasterCard
International Incorporated, VISA U.S.A., Inc. and VISA International, Inc. in
the U.S. District Court for the Southern District of New York. The suit
asserts that joint control of both the MasterCard and VISA associations by the
same group of banks lessens competition and therefore violates the antitrust
laws. The government contends that banks should not be permitted to
participate in the governance of both associations. The government is also
challenging the rules of the
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associations that restrict banks from issuing American Express or Discover
cards. MasterCard and VISA have both stated that they believe the suit to be
without merit, and have denied the allegations. However, we cannot predict the
outcome of the litigation, or its effect on the competitive environment in the
credit card industry.
YOU MAY HAVE LIMITED CONTROL OF CERTAIN ACTIONS UNDER THE INDENTURE
Under the indenture, Noteholders holding a specified percentage of
the aggregate outstanding dollar principal amount of Notes of a series, class
or subclass or all the Notes may take certain actions, or may direct the
Indenture Trustee to take certain actions, including accelerating the payment
of principal of the Notes or consenting to amendments relating to the
Collateral Certificate. In the case of votes by series or votes by holders of
all of the Notes, the Class A outstanding dollar principal amount will
generally be substantially greater than the Class B or Class C outstanding
dollar principal amounts. The Class A Noteholders will therefore generally
have the ability to determine whether and what actions should be taken. The
Class B and Class C Noteholders will generally need the concurrence of the
Class A Noteholders to cause actions to be taken.
YOUR REMEDIES UPON DEFAULT MAY BE LIMITED
Your remedies may be limited if an event of default under your class
of Notes occurs. After an event of default and the acceleration of your class
of Notes, any funds in the principal funding account and the interest funding
account with respect to that class of Notes will be applied to pay principal
of and interest on those Notes. After an event of default, until the affected
Notes are paid in full, principal collections and finance charge collections
allocated to those Notes will be applied to make monthly principal and
interest payments on those Notes until the earlier of the date those Notes are
paid in full or the legal maturity date of those Notes. However, no principal
collections will be allocated to a class of Notes if its nominal liquidation
amount is zero, even if the stated principal amount of the Note has not been
paid in full, but any funds in the applicable principal funding subaccount
that are not reallocated to other classes of that series, any funds in the
applicable interest funding subaccount, and in the case of Class C Notes, any
funds in the applicable Class C reserve account, will still be available to
pay principal of and interest on classes of Notes with a nominal liquidation
amount of zero.
If your Notes are Class B Notes or Class C Notes, you will receive
payment of principal on those Notes only if and to the extent that, after
giving effect to that payment, the required subordinated amount will be
maintained for the senior classes of Notes in that series.
Sale of Credit Card Receivables for Accelerated Class C Notes
Holders of Class C Notes will have the ability to cause the sale of
receivables by the Master Trust if an event of default and acceleration of
those Notes occurs. So long as the conditions specified in "Covenants, Events
of Default and Early Redemption Events --Events of Default" are satisfied,
credit card receivables in an amount of up to 110% of the nominal liquidation
amount of the accelerated class of Class C Notes will be sold to pay the
principal of and interest on those Notes. However, even if receivables are
sold, the proceeds of that sale will be retained in the principal funding
account for those Notes to the extent and for so long as they are required to
provide the required subordinated amount for the outstanding Class A Notes and
Class B Notes of that series. If receivables
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are sold, principal collections allocable to that series will be accumulated,
if necessary, in the principal funding account for the Class A Notes and Class
B Notes of that series to permit funds in the principal funding account for
the affected Class C Notes to be released to Class C Noteholders. This
accumulation may result in a delay of principal payments to holders of Class C
Notes. We cannot assure that the proceeds of the sale of credit card
receivables will be enough to pay unpaid principal of and interest on the
accelerated Notes. The risk of a shortfall is increased if the nominal
liquidation amount of the accelerated Notes has been reduced and not
reimbursed.
Holders of Class A Notes and Class B Notes will not have the ability
to cause the sale of receivables by the Master Trust, even if an event of
default and acceleration of those Notes occurs, until the applicable legal
maturity date. See "Deposits and Allocations of Funds--Final Payment of
Notes."
WHERE YOU CAN FIND ADDITIONAL INFORMATION
As required by the Securities Act of 1933, we filed a registration
statement relating to the securities described in this prospectus with the
Securities and Exchange Commission. This prospectus is a part of that
registration statement, but the registration statement includes additional
information.
We will file all required annual, monthly and special reports and
other information with the SEC that you may read and copy at the SEC's Public
Reference Room in Washington, D.C. You can also request copies of these
documents, upon payment of a duplicating fee, by writing to the Public
Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the SEC's Public Reference Rooms.
These filings are also available to the public on the SEC's Internet website,
http://www.sec.gov.
The SEC allows us to "incorporate by reference" information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus. Information that we file later
with the SEC will automatically update the information in this prospectus. In
all cases, you should rely on the later information over different information
included in this prospectus or any supplement to this prospectus. We
incorporate by reference in this prospectus any future annual, monthly and
special reports or proxy materials that we file with the SEC before the
termination of the offering of the securities described in this prospectus.
You may request a copy of these SEC filings, at no cost, by writing
or telephoning the Issuer at the following address:
Citibank Credit Card Issuance Trust
------------------
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You should rely only on the information in this prospectus and any
supplement to this prospectus. We have not authorized anyone to provide you
with any other information.
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THE ISSUER
Citibank Credit Card Issuance Trust is the issuer of the Notes. It
is a Delaware statutory business trust formed by Citibank (South Dakota) and
Citibank (Nevada) on _______, _____.
The Issuer exists for the exclusive purposes of:
o acquiring and holding the Collateral Certificate and other
trust assets, including the proceeds of these assets;
o issuing series of Notes;
o making payments on the Notes; and
o engaging in other activities that are necessary or
incidental to accomplish these limited purposes.
The Issuer is operated pursuant to a trust agreement among Citibank
(South Dakota), Citibank (Nevada) and ________________, as trustee. The Issuer
does not have any officers or directors. Its manager is Citibank (South
Dakota). As manager of the Issuer, Citibank (South Dakota) will generally
direct the actions to be taken by the Issuer.
The assets of the Issuer consist primarily of:
o the Collateral Certificate;
o derivative agreements that the Issuer has entered into to
manage interest rate or currency risk relating to some of
the Notes; and
o the trust accounts.
The Issuer does not expect to have any other significant assets.
Only the Collateral Certificate, the derivative agreements and the
trust accounts provide funds for the payment of the Notes . See "Sources of
Funds to Pay the Notes--Limited recourse to the Issuer; Security for the
Notes."
The principal place of business of Citibank Credit Card Issuance
Trust is located at c/o ________________, Wilmington, Delaware 19801. Its
phone number is ___________.
THE OWNERS
Citibank (South Dakota), N.A. and Citibank (Nevada), National
Association are the sole owners of the beneficial interests in the Issuer.
Citibank (South Dakota) is a national banking association and an
indirect wholly owned subsidiary of Citigroup Inc. It was formed in 1981 and
conducts nationwide consumer lending programs, primarily credit card-related
activities. Citibank (South Dakota) is the nation's largest bank credit card
issuer. The principal executive office of Citibank (South Dakota) is located
at 701 East 60th Street, North, Sioux Falls, South Dakota 57117. Its telephone
number is (605) 331-2626.
Citibank (Nevada) is a national banking association and an indirect
wholly owned subsidiary of Citigroup Inc. It was formed in 1985 and conducts a
retail banking business in the Las Vegas, Nevada area and services credit card
accounts for some of its affiliates. The
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principal executive office of Citibank (Nevada) is located at 8725 West Sahara
Avenue, Las Vegas, Nevada 89163. Its telephone number is (702) 797-4444.
USE OF PROCEEDS
The Issuer will pay the net proceeds from the sale of a class of
Notes to Citibank (South Dakota) and Citibank (Nevada).
THE NOTES
The Notes will be issued pursuant to the indenture. The indenture
does not limit the aggregate stated principal amount of Notes that may be
issued.
The Notes will be issued in series. Each series of Notes is expected
to consist of Class A Notes, Class B Notes and Class C Notes. Each class of
Notes may have subclasses, if we so specify in a supplement to this
prospectus. Whenever a "class" of Notes is referred to in this prospectus or
any supplement to this prospectus, it also includes all subclasses of that
Note, unless the context otherwise requires.
The Issuer may issue Class A Notes, Class B Notes and Class C Notes
of a series at the same time or at different times, but no Class A Notes or
Class B Notes of a series may be issued unless sufficient subordinated Class B
Notes and/or Class C Notes of that series have previously been issued and are
outstanding. If and to the extent specified in a supplement to this
prospectus, the Notes of a series may be included in a group of series for
purposes of sharing of principal collections and/or finance charge
collections.
The Issuer may offer securities denominated in any foreign currency.
We will describe the specific terms of any security denominated in a foreign
currency in the applicable supplement to this prospectus.
If we specify in a supplement to this prospectus, the Noteholders of
a particular class will have the benefit of a derivative agreement, including
an interest rate or currency swap, cap, collar, guaranteed investment contract
or other similar agreement for the exclusive benefit of that class. We will
describe any derivative agreement for the benefit of a class and the financial
institution that provides it in the applicable supplement to this prospectus.
The Issuer will pay principal of and interest on a class of Notes
solely from the portion of finance charge collections and principal
collections under the Collateral Certificate which are allocated to that class
of Notes, amounts in any trust account relating to that class of Notes, and
amounts received under any derivative agreement relating to that class of
Notes. If those sources are not sufficient to pay the Notes of that class, you
will have no recourse to any other assets of the Issuer or any other person or
entity for the payment of principal of or interest on those Notes.
We will include the following terms of the Notes in a supplement to
this prospectus:
o the series designation and, if the series will be part of
a group of series for purposes of reallocations of
principal collections and/or finance charge collections,
the manner and extent to which each series in the group
will participate in those reallocations;
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o the stated principal amount of the Notes and whether they
are Class A Notes, Class B Notes or Class C Notes or a
subclass of any of those classes;
o for subordinated classes of Notes, the maximum aggregate
amount of principal of those Notes that may be applied to
payments on the senior Notes of that series;
o the currency of payment of principal of and interest on
the Notes, if other than U.S. dollars;
o the price at which the Notes will be issued;
o the expected principal payment date and legal maturity
date of the Notes;
o the times at which the Notes may, pursuant to any optional
or mandatory redemption provisions, be redeemed, and the
other terms and provisions of those redemption provisions;
o the rate per annum at which the Notes will bear interest,
if any, or the formula or index on which that rate will be
determined, including the relevant definitions, and the
date from which interest will accrue;
o the interest payment dates for the Notes;
o if the Notes are discount Notes or foreign currency Notes,
the initial outstanding dollar principal amount of those
Notes, and the means for calculating the outstanding
dollar principal amount of those Notes;
o whether or not application will be made to list the Notes
on any stock exchange;
o any additional events of default or early redemption
events for the Notes;
o if the Notes have the benefit of a derivative agreement,
the terms of that agreement and the identity of the
counterparty to that agreement; and
o any other terms of the Notes consistent with the
provisions of the indenture.
Holders of Notes of any outstanding class or series will not have
the right to prior review of, or consent to, any subsequent issuance of Notes.
INTEREST
Each Note, except zero-coupon discount Notes, will bear interest at
either a fixed rate or a floating rate. For each issuance of fixed rate Notes,
we will designate in a supplement to this prospectus the fixed rate of
interest at which interest will accrue on that Note. For each issuance of
floating rate Notes, we will designate in a supplement to this prospectus the
interest rate index or other formula on which the interest is based. A
discount Note will be issued at a price significantly lower than the stated
principal amount payable on that Note's expected principal payment date. Until
the expected principal payment date for a discount Note, accreted interest
will be capitalized as part of the principal of the Note and reinvested in
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the Collateral Certificate. The applicable supplement to this prospectus will
specify the interest rate to be borne by a discount Note after an event of
default or after its expected principal payment date.
Each payment of interest on a Note will include all interest accrued
from the preceding interest payment date -- or, for the first interest period,
from the issuance date -- through the day preceding the current interest
payment date, or any other period as may be specified in a supplement to this
prospectus. We refer to each period during which interest accrues as an
"interest period." Interest on a Note will be due and payable on each interest
payment date.
If finance charge collections allocable to the Collateral
Certificate are less than expected, principal collections allocable to a
series of Notes under the Collateral Certificate may be used to pay interest
on the senior classes of Notes of that series. However, this reallocation of
principal would reduce the invested amount of the Collateral Certificate, as
well as the nominal liquidation amount of the subordinated classes of Notes of
that series, and thus reduce later principal collections and finance charge
collections allocable to the Collateral Certificate unless the principal
reduction is reimbursed from excess finance charge collections. See "Deposit
and Application of Funds--Allocation of principal collections to accounts."
If interest on a Note is not paid within five business days after it
is due an event of default will occur with respect to that Note. See
"Covenants, Events of Default and Early Redemption Events --Events of
Default."
PRINCIPAL
The timing of payment of principal on a Note will be specified in a
supplement to this prospectus.
The Issuer expects to pay the stated principal amount of each Note
in one payment on that Note's ex pected principal payment date, and the Issuer
is obligated to do so if funds are available for that purpose.
Principal of a Note may be paid earlier than its expected principal
payment date if an early redemption event occurs. See "Covenants, Events of
Default and Early Redemption Events --Early Redemption Events."
Principal of a Note may be paid later than its expected principal
payment date if sufficient funds are not allocable from the Master Trust to
the Collateral Certificate, or are not allocable under the Collateral
Certificate to the series and class of the Note to be paid. Each Note will
have a legal maturity date two years after its expected principal payment date
and if the stated principal amount of a Note is not paid in full on its legal
maturity date, an event of default will occur with respect to that Note. See
"Covenants, Events of Default and Early Redemption Events--Events of Default."
See "Risk Factors--You may receive principal payments earlier or
later than the expected principal payment date" for a discussion of factors
that may affect the timing of principal payments on the Notes.
STATED PRINCIPAL AMOUNT, OUTSTANDING DOLLAR PRINCIPAL AMOUNT AND NOMINAL
LIQUIDATION AMOUNT OF NOTES
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In order to understand the subordination of the different classes of
Notes and the allocations of funds to different classes of Notes, an investor
needs to understand three concepts:
o the stated principal amount of the Notes;
o the outstanding dollar principal amount of the Notes; and
o the nominal liquidation amount of the Notes.
Each class of Notes has a stated principal amount, an outstanding dollar
principal amount and a nominal liquidation amount.
The stated principal amount of a class of Notes is the amount that
is stated on the face of the Notes to be payable to the holder. It can be
denominated in U.S. dollars or a foreign currency.
Unless Notes are discount Notes or foreign currency Notes, the
outstanding dollar principal amount will initially be the same as the initial
stated principal amount. However, for discount Notes or foreign currency
Notes, the outstanding dollar principal amount will initially be an amount
stated in, or determined by a formula described in, the applicable supplement
to this prospectus. The initial outstanding dollar principal amount of a Note
can increase or decrease over time. The outstanding dollar principal amount of
a discount Note will increase over time as principal accretes, and the
outstanding dollar principal amount of a Note will decrease as a result of
each payment of principal of the Note.
The nominal liquidation amount of a class of Notes is a U.S. dollar
amount based on the outstanding dollar principal amount of that class of
Notes, but after deducting all reallocations of principal of that class of
Notes to pay interest on senior classes of Notes of that series and
allocations of that class of Notes' proportionate share of the charge-offs to
the principal receivables held in the Master Trust, all payments of principal
of that class of Notes, as well as amounts on deposit in the applicable
principal funding subaccount, and adding all reimbursements of those
deductions from excess finance charge collections allocated to that Note. In
effect, the nominal liquidation amount of a class of Notes corresponds to the
portion of the invested amount of the Collateral Certificate that would be
allocated to that class of Notes if the Master Trust were liquidated. When a
class of Notes is issued, the nominal liquidation amount of that class is the
same as the initial outstanding dollar principal amount of that class. If
there are no reallocations of principal collections to pay interest on senior
classes of Notes in that series and no charge-offs to the principal
receivables held in the Master Trust, the nominal liquidation amount of a
class of Notes is generally the same as the outstanding dollar principal
amount of that class of Notes less amounts on deposit in its principal funding
subaccount.
The nominal liquidation amount of a class of Notes may be reduced as
follows:
o If there are charge-offs to the principal receivables held in
the Master Trust, the portion of charge-offs allocated to the
Collateral Certificate will reduce the invested amount of the
Collateral Certificate. The reduction allocated to the
Collateral Certificate will then be reallocated among the
series of Notes pro rata based on the outstanding dollar
principal amount of all Notes in the series. Within each
series, the reductions will first be allocated to the Class C
Notes of that series, then to the Class B Notes of that series,
and finally to the Class A Notes of that series.
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o If there are reallocations of principal of a subordinated class
of Notes to pay interest on the senior classes of Notes of that
series, the nominal liquidation amount of the subordinated
Notes of that series will be reduced by the amount of the
reallocations. These reductions will first be allocated to the
Class C Notes of that series, and then to the Class B Notes of
that series. Reductions resulting from reallocations of
principal may not be allocated to Class A Notes. In a multiple
issuance series, these reductions will be allocated to each
outstanding subclass of a series, with the same limitations,
based on the outstanding dollar principal amount of each
subclass. When no more reductions can be allocated to the Class
C Notes of that series, the reductions will be allocated to the
outstanding Class B Notes of the same series, with the same
limitation and allocated within that class of Notes in the same
manner, and then to the outstanding Class A Notes of the
series, allocated within that class of Notes in the same
manner.
o The nominal liquidation amount of a class of Notes will also be
reduced by payments of principal and amounts on deposit in the
applicable principal funding subaccount.
If a Note held by the Banks, the Issuer or any of their affiliates
is canceled, the nominal liquidation amount of that Note is automatically
reduced to zero, with a corresponding automatic reduction in the invested
amount of the Collateral Certificate.
For a single issuance series, the cumulative amount of reductions
allocated to the nominal liquidation amount of any class of Notes cannot
exceed the outstanding dollar principal amount of that class. See "Deposit and
Application of Funds--Limit on reallocations of funds taken to benefit senior
classes of single issuance series."
For Class B Notes and Class C Notes of a multiple issuance series,
the reductions in the nominal liquidation amount may be allocated to a
subclass of Class C Notes and Class B Notes only to the extent that principal
of that series is available as described in "Deposit and Application of
Funds--Limit on reallocations of funds taken to benefit senior classes of
multiple issuance series," and for a subclass of Class A Notes of a multiple
issuance series, the cumulative amount of reductions allocated to the nominal
liquidation amount cannot exceed the outstanding dollar principal amount of
that subclass.
Because reductions to the nominal liquidation amount are limited as
described in the prior two paragraphs, it is possible that the nominal
liquidation amount of a subordinated class will be greater than zero, but no
further reductions will be allocated to that class, and any further reductions
will be allocated to the next senior class in that series.
This can occur, for example, when the nominal liquidation amount of
a class of Class C Notes of a series has been reduced to zero as a result of
the allocation of credit card account charge-offs to that class and the
reallocation of principal collections from that class to pay interest on
senior classes, but the reduction in the Class C nominal liquidation amount is
later reimbursed from excess finance charge collections. Because the Class C
nominal liquidation amount has been reduced to zero, the Class A Notes and
Class B Notes of that series have received the full benefit of the
subordination of the Class C Notes, and no further reductions will be
allocated to the Class C Notes, even if the Class C Notes later have a
positive nominal liquidation amount from reimbursements. However, in the case
of multiple issuance series, reimbursements of reductions in the nominal
liquidation amount
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of subordinated classes of Notes may be counted toward the required
subordinated amount of senior classes of that series, but only for subclasses
that are issued after the date of reimbursement. See "--Subordination of
Principal."
Allocations of charge-offs to the principal receivables held in the
Master Trust and reallocations of principal collections that are allocated to
a series of Notes reduce the nominal liquidation amount of outstanding Notes
only, and do not affect Notes that are issued afterwards.
Within a class of a multiple issuance series, reductions in the
nominal liquidation amount are allocated to each subclass pro rata based on
the outstanding dollar principal amount of each subclass.
The nominal liquidation amount of a class of Notes may not be
reduced below zero. Until a class of Notes has reached its legal maturity
date, it is possible for a nominal liquidation amount that has been reduced --
even reduced to zero -- to be increased by allocations of excess finance
charge collections. There are two ways in which the nominal liquidation amount
of a Note can be increased. However, the nominal liquidation amount can never
be increased above the outstanding dollar principal amount of the applicable
Note, less amounts on deposit in the applicable principal funding subaccount.
o For a class of discount Notes, the nominal liquidation amount
of that class will increase over time as principal accretes, to
the extent that finance charge receivables are allocated to
that class for that purpose.
o If there have been reductions in the nominal liquidation amount
of a class of Notes from losses on the principal receivables
which have been allocated to that class of Notes, or from
reallocations of principal collections to pay interest on a
senior class of the same series of Notes, those reductions can
be reimbursed from excess finance charge collections which are
allocated to the Collateral Certificate. Excess finance charge
collections which are allocated to the Collateral Certificate
may be used to increase the invested amount of the Collateral
Certificate. These increases in the invested amount of the
Collateral Certificate will be allocated to each series that
has a class of Notes with a nominal liquidation amount lower
than its outstanding dollar principal amount pro rata based on
the amounts of those deficiencies. Within each series, the
increases in the invested amount will be allocated first, to
any Class A Notes with a deficiency in their nominal
liquidation amount, second, to any Class B Notes with a
deficiency in their nominal liquidation amount, and third, to
any Class C Notes with a deficiency in their nominal
liquidation amounts. In multiple issuance series, the increases
will be allocated to each subclass of a class pro rata based on
the deficiency in the nominal liquidation amount in each
subclass.
The nominal liquidation amount is used to calculate the maximum
amount of funds that may be reallocated from a class of Notes to pay interest
on a senior class of Notes of the same series, and to calculate the amount of
principal collections that can be allocated for payment to a class of Notes,
or paid to the counterparty to a derivative agreement, if applicable. This
means that if the nominal liquidation amount of a class of Notes has been
reduced by charge-offs to the principal receivables held in the Master Trust
or by reallocations of principal collections to pay interest on senior classes
of Notes, the holders of Notes with the reduced nominal liquidation amount may
receive less than the full stated
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principal amount of their Notes, either because the amount of U.S. dollars
allocated to pay them is less than the outstanding dollar principal amount of
the Notes, or because the amount of U.S. dollars allocated to pay the
counterparty to a derivative agreement is less than the amount necessary to
obtain enough of the applicable foreign currency for payment of their Notes in
full.
The aggregate nominal liquidation amount of all Notes will be equal
to the invested amount of the Collateral Certificate, but if there are losses
on the principal receivables in the Master Trust or reallocations of principal
of a subordinated class of Notes to pay interest on a senior class of Notes,
then the aggregate nominal liquidation amount of all Notes plus any amounts on
deposit in the principal funding account will be less than the outstanding
dollar principal amount of the Notes. Unless that deficiency is reimbursed
through the reinvestment of excess finance charge collections in the
Collateral Certificate, the stated principal amount of some Notes will not be
paid in full.
SUBORDINATION OF PRINCIPAL
Principal payments on Class B Notes and Class C Notes of a series
are subordinated to payments on Class A Notes of that series. Subordination of
Class B Notes and Class C Notes of a series provides credit enhancement for
Class A Notes of the that series.
Principal payments on Class C Notes of a series are subordinated to
payments on Class A Notes and Class B Notes of that series. Subordination of
Class C Notes of a series provides credit enhancement for the Class A Notes
and Class B Notes of that series.
In a single issuance series, no principal payments will be made on a
subordinated class of Notes of a series until all principal then due and
payable on the senior classes of Notes of that series has been paid in full.
There are three exceptions to this rule. The first exception is if the nominal
liquidation amount of a subordinated class has been reduced as a result of an
allocation of charge-offs of principal receivables to that class or
reallocation of principal collections from that class to pay interest on a
senior class, and that reduction is later reimbursed from excess finance charge
collections. The amount of that reimbursement is no longer subordinated to the
senior classes of that series and may be paid to the holders of the
subordinated class while Notes of senior classes are still outstanding. See
"The Notes--Subordination of Principal." The second exception occurs when the
senior classes of Notes have been prefunded as described in "Deposit and
Application of Funds--Targeted deposits of principal collections to the
principal funding account--Prefunding of the Principal Funding Account of
Senior Classes." The third exception occurs when Class C Notes are paid with
funds available from the applicable Class C reserve subaccount. See "Deposit
and Application of Funds--Withdrawals from the Class C Reserve Account."
In a multiple issuance series , payment of principal may be made on
a subordinated class of Notes of that series before payment in full of each
senior class of Notes of that series but if only after giving effect to the
proposed principal payment there is still a sufficient principal amount of
subordinated Notes to support the outstanding senior Notes of that series. See
"Deposit and Application of Funds--Limit on repayment of multiple issuance
series." For example, if a subclass of Class A Notes has matured and been
repaid, this generally means that at least some Class B Notes and Class C
Notes may be repaid, even if other subclasses of Class A Notes are outstanding
and require reallocation of principal
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collections from subordinated classes. Also, if the nominal liquidation amount
of a subordinated class has been reduced as a result of allocation of
charge-offs to the principal receivables held in the Master Trust to that
class or reallocation of principal collections from that class to pay interest
on a senior class, and that reduction is later reimbursed from excess finance
charge collections, then the amount of that reimbursement is no longer
subordinated to the senior classes of Notes of that series that were
outstanding before the date of reimbursement and may be paid to the holders of
the subordinated class while those Notes of senior classes are still
outstanding. However, that reimbursed amount of a subordinated class of Notes
is subordinated to the senior classes of Notes that are issued on or after the
date of the reimbursement.
In addition, subordinated classes of Notes of a multiple issuance
series may be paid before senior classes if the senior classes of Notes have
been prefunded as described in "Deposit and Application of Funds--Targeted
deposits of principal collections to the principal funding account--Prefunding
of the Principal Funding Account of Senior Classes," and Class C Notes may be
with funds available from the applicable Class C reserve subaccount. See
"Deposit and Applciation of Funds--Withdrawals from the Class C Reserve
Account."
The payment of accrued interest on a class of Notes of a series is
not senior to or subordinated to payment of interest on any other class of
Notes of that series. However, in the case of a discount Note, the accreted
principal of that Note corresponding to capitalized interest will be senior or
subordinated to the same extent that principal is senior or subordinated.
REDEMPTION AND EARLY REDEMPTION OF NOTES
Each class of Notes will be subject to mandatory redemption on its
expected principal payment date, which will be two years before its legal
maturity date.
If we specify in a supplement to this prospectus the Issuer may, at
its option, redeem the Notes of any class before its expected principal
payment date. The supplement will indicate at what times the Issuer may
exercise that right of redemption and if the redemption may be made in whole
or in part as well as any other terms of the redemption. The Issuer will give
notice to holders of the affected Notes before any optional redemption date.
If we so specify in a supplement to this prospectus a Noteholder
may, at its option, require the Issuer to redeem Notes before the expected
principal payment date. The supplement will indicate at what times a
Noteholder may exercise that right of redemption and if the redemption may be
made in whole or in part as well as any other terms of the redemption.
In addition, if an early redemption event occurs, the Issuer will be
required to redeem each class of affected Notes before the Note's expected
principal payment date, to the extent that funds are available. The Issuer
will give notice to holders of the affected Notes before an early redemption
date. See "Covenants, Events of Default and Early Redemption Events --Early
Redemption Events" for a description of the early redemption events and their
consequences to holders of Notes.
Whenever the Issuer is required to redeem a class of Notes before
its legal maturity date, it will do so only if funds allocated to the
Collateral Certificate are allocated to that class of Notes. A Noteholder will
have no claim against the Issuer if the Issuer fails to make a
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required redemption of Notes because no funds are available for that purpose,
and the failure to redeem under these circumstances will not be an event of
default.
ISSUANCES OF NEW SERIES AND CLASSES OF NOTES
The Issuer may issue new series of Notes, so long as the conditions
of issuance are met. These conditions include:
o on or before the fourth business day before a new issuance of
Notes, the Issuer gives the Indenture Trustee and the rating
agencies notice of the issuance;
o the Issuer has delivered to the Indenture Trustee a certificate
that the Issuer reasonably believes that the new issuance will
not at the time of its occurrence or at a future date (1) cause
an early redemption event or event of default, (2) adversely
affect the amount or timing of payments to holders of Notes of
any series or (3) adversely affect the security interest of the
Indenture Trustee in the collateral securing the outstanding
Notes;
o the Issuer has delivered to the Indenture Trustee and the
rating agencies an opinion of counsel that for Federal and
South Dakota income and franchise tax purposes (1) the new
issuance will not adversely affect the characterization as debt
of any outstanding series or class of investor certificates
issued by the Master Trust, other than the Collateral
Certificate, (2) the new issuance will not cause a taxable
event to holders of investor certificates and (3) following the
new issuance, the Master Trust will not be an association, or
publicly traded partnership, taxable as a corporation;
o the Issuer has delivered to the Indenture Trustee and the
rating agencies an opinion of counsel that for federal and
Delaware income and franchise tax purposes (1) following the
new issuance, the Issuer will not be an association, or
publicly traded partnership, taxable as a corporation, (2) the
new Notes will be properly characterized as debt and (3) the
new issuance will not adversely affect the characterization of
the Notes of any other series or class as debt and will not
cause a taxable event to holders of any of those Notes;
o as of the date of the new issuance and after giving effect to
the issuance, the weighted average rate of interest accruing --
or accreting -- and payable by the Issuer with respect to all
classes of Notes, after giving effect to all payments to be
received under performing derivative agreements, will not be
greater than ___% per annum;
o at the time of the new issuance, the ratings condition
described in the "Prospectus Summary" is satisfied;
o no early amortization event with respect to the Collateral
Certificate has occurred and is continuing as of the date of
the new issuance;
o in the case of an issuance of a class of foreign currency Notes
or floating rate Notes with an interest rate based on an index
other than LIBOR or [ ], the Issuer has obtained confirmation
from the applicable rating agencies that the issuance of those
Notes will not result in a reduction or withdrawal
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of the rating of any outstanding Notes rated by that rating
agency;
o the invested amount of the Collateral Certificate is increased
by an amount equal to the initial outstanding dollar principal
amount of the Notes issued in the new issuance; and
o any other conditions specified in any supplement to this
prospectus are satisfied.
The Issuer may also issue additional classes or subclasses of Notes
of currently outstanding multiple issuance series, so long as the conditions
of issuance are met. These conditions include:
>
o on or before the fourth business day before a new issuance of
Notes, the Issuer gives the Indenture Trustee and the rating
agencies notice of the new issuance;
o the Issuer delivers to the Indenture Trustee and the rating
agencies a certificate that the Issuer reasonably believes that
the new issuance will not at the time of its occurrence or at a
future date (1) cause an early redemption event or event of
default, (2) adversely affect the amount or timing of payments
to holders of Notes of any series or (3) adversely affect the
security interest of the Indenture Trustee in the collateral
securing the outstanding Notes;
o if the initial outstanding dollar principal amount of the
newly-issued Notes equals or exceeds $250 million, or if any
condition to issuance is waived, the Issuer has delivered to
the Indenture Trustee and the rating agencies an opinion of
counsel that for Federal and South Dakota income and franchise
tax purposes (1) the new issuance will not adversely affect the
characterization as debt of any outstanding series or class of
investor certificates issued by the Master Trust, other than
the Collateral Certificate, (2) the new issuance will not cause
a taxable event to holders of investor certificates and (3)
following the new issuance, the Master Trust will not be an
association, or publicly traded partnership, taxable as a
corporation ;
o if the initial outstanding dollar principal amount of the
newly-issued Notes equals or exceeds $250 million, or if any
condition to issuance is waived, the Issuer has delivered to
the Indenture Trustee and the rating agencies an opinion of
counsel that for Federal and Delaware income and franchise tax
purposes (1) following the new issuance, the Issuer will not be
an association or publicly traded partnership taxable as a
corporation, (2) the new Notes will be properly characterized
as debt, and (3) the new issuance will not adversely affect the
characterization of the Notes of any other series or class as
debt and will not cause a taxable event to holders of any of
those Notes;
o as of the date of the new issuance and after giving effect to
the issuance, the weighted average rate of interest accruing --
or accreting -- and payable by the Issuer with respect to all
classes of Notes, after giving effect to all payments to be
received under performing derivative agreements, will not be
greater than ___% per annum;
o at the time of the new issuance, the ratings condition
described in the "Prospectus Summary" is satisfied;
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o no early amortization event with respect to the Collateral
Certificate has occurred and is continuing as of the date of
the new issuance;
o in the case of an issuance of a class of foreign currency Notes
or floating rate Notes with an interest rate based on an index
other than LIBOR or [ ], the Issuer has obtained confirmation
from the applicable rating agencies that the issuance of those
Notes will not result in a reduction or withdrawal of the
rating of any outstanding Notes rated by that rating agency;
o the invested amount of the Collateral Certificate is increased
by an amount equal to the initial outstanding dollar principal
amount of the Notes issued in the new issuance; and
o any other conditions specified in any supplement to this
prospectus are satisfied.
In addition to the conditions set forth in the prior paragraph, no
Class A Notes or Class B Notes of a multiple issuance series may be issued
unless the required subordinated amount of subordinated classes for that class
of Notes is available at the time of its issuance, as described in the
following two paragraphs.
In order to issue Class A Notes of a multiple issuance series, the
Issuer must calculate the available amount of Class B Notes and Class C Notes
of that series. This is done by computing the following:
o the aggregate nominal liquidation amount of all outstanding
Class B Notes, plus all funds on deposit in the applicable
principal funding subaccounts, on that date, after giving
effect to any allocations to issuances or repayments of Class B
Notes to be made on that date;
o plus the aggregate nominal liquidation amount of Class B Notes
that has already been used to benefit outstanding Class A
Notes, which is equal to all reductions in the nominal
liquidation amount of all Class B Notes of that series that
will be outstanding immediately after giving effect to the
issuance, but only for the reductions which have occurred since
the earliest issuance date of a Class A Note of that series
that will be outstanding after giving effect to the issuance;
and
o minus the aggregate amount of the Class A required subordinated
amount of Class B Notes for all other Class A Notes of that
series which are outstanding on that date after giving effect
to any issuances or repayments in full of any Class A Notes to
be made on that date.
The calculation in the prior paragraph will also be made in the same
manner for calculating the subordinated amount of Class C Notes required for
Class A Notes and the subordinated amount of Class C Notes required for Class
B Notes.
However, if the Issuer obtains confirmation from each rating agency
that has rated any outstanding Notes that the new series, class or subclass of
Notes to be issued will not cause a reduction or withdrawal of the ratings of
any outstanding Notes rated by that rating agency then the following
conditions to issuance may be waived:
o as of the date of the new issuance and after giving effect to
the issuance, the
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weighted average rate of interest accruing -- or accreting --
and payable by the Issuer with respect to all classes of Notes,
after giving effect to all payments to be received under
performing derivative agreements, will not be greater than ___%
per annum;
o at the time of the new issuance, the ratings condition
described in the "Prospectus Summary" is satisfied; and
o the invested amount of the Collateral Certificate is increased
by an amount equal to the outstanding dollar principal amount
of the Notes issued in the new issuance.
The Issuer and the Indenture Trustee are not required to obtain
the consent of any Noteholder of any outstanding series or class to issue any
additional Notes.
REQUIRED SUBORDINATED AMOUNT
Unless specified otherwise in the applicable supplement to this
prospectus for a series of Notes, on the date of issuance of Class A Notes of
a multiple issuance series, the required subordinated amount for Class B Notes
will be __% and for Class C Notes __%, in each case expressed as a percentage
of the initial outstanding dollar principal amount of Class A Notes, and on
the date of issuance of Class B Notes, the required subordinated amount for
Class C Notes will be __%, expressed as a percentage of the initial
outstanding dollar principal amount of Class B Notes. For discount Notes of a
senior class, the method of calculating the required subordinated amount will
be set forth in the applicable supplement to this prospectus.
The Issuer may change these subordination levels at any time
without the consent of any Noteholders so long as the Issuer has received
confirmation from the rating agencies that have rated any outstanding Notes of
that series that the change in the subordination levels will not result in the
rating assigned to any outstanding Notes in that series to be withdrawn or
reduced, and an opinion of counsel that for Federal and South Dakota income
and franchise tax purposes (1) the change will not adversely affect the
characterization as debt of any outstanding series or class of investor
certificates issued by the Master Trust, other than the Collateral
Certificate, (2) the change will not cause a taxable event to holders of
investor certificates and (3) following the change, the Master Trust will not
be an association, or publicly traded partnership, taxable as a corporation.
PAYMENTS ON NOTES; PAYING AGENT
The Notes will be issued in book-entry form and payments of
principal of and interest on the Notes will be made in U.S. dollars as
described under "--Book-Entry Notes" unless the stated principal amount of the
Notes is denominated in a foreign currency.
The Issuer and the Indenture Trustee, and any agent of the Issuer
or the Indenture Trustee, will treat the registered holder of any Note as the
absolute owner of that Note, whether or not the Note is overdue and
notwithstanding any notice to the contrary, for the purpose of making payment
and for all other purposes.
The Issuer will make payments on a Note to the registered holder
of the Note at the close of business on the record date established for the
related payment date.
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The Issuer has designated the corporate trust office of Citibank,
N.A., in New York City as its paying agent for the Notes of each series. The
Issuer will identify any other agents appointed to serve as paying agents on
Notes of a series or class in a supplement to this prospectus. The Issuer may
at any time designate additional paying agents or rescind the designation of
any paying agent or approve a change in the office through which any paying
agent acts. However, the Issuer will be required to maintain a paying agent in
each place of payment for a series or class of Notes.
After notice by publication, all funds paid by the Issuer to a
paying agent for the payment of the principal of or interest on any Note of
any series which remains unclaimed at the end of two years after the principal
or interest becomes due and payable will be repaid to the Issuer. After funds
are repaid to the Issuer, the holder of that Note may look only to the Issuer
for payment of that principal or interest.
DENOMINATIONS
The Notes offered by this prospectus will be issued in denominations
of $1,000 and multiples of $1,000 in excess of that amount.
RECORD DATE
The record date for payment of the Notes will be the last day of the
month before the related payment date.
GOVERNING LAW
The laws of the State of New York will govern the Notes and the
indenture.
FORM, EXCHANGE, AND REGISTRATION AND TRANSFER OF NOTES
The Notes offered by this prospectus will be issued in registered
form. The Notes will be represented by one or more global notes registered in
the name of The Depository Trust Company, as depositary, or its nominee. We
refer to each beneficial interest in a global note as a "book-entry note." For
a description of the special provisions that apply to book-entry notes, see
"Book-Entry Notes" below.
A holder of Notes may exchange those Notes for other Notes of the
same class of any authorized denominations and of the same aggregate stated
principal amount and tenor.
Any holder of a Note may present that Note for registration of
transfer, with the form of transfer properly executed, at the office of the
security registrar or at the office of any transfer agent that the Issuer
designates. Holders of Notes will not be charged any service charge for the
exchange or transfer of their Notes. Holders of Notes that are to be
transferred or exchanged will be liable for the payment of any taxes and other
governmental charges described in the indenture before the transfer or
exchange will be completed. The security registrar or transfer agent, as the
case may be, will effect a transfer or exchange when it is satisfied with the
documents of title and identity of the person making the request.
The Issuer has appointed Citibank, N.A. as the security registrar.
The Issuer may at any time rescind the designation of any transfer agent or
approve a change in the location through which any transfer agent acts.
However, the Issuer will be required to maintain a transfer agent
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in each place of payment for a series or class of Notes. The Issuer may at any
time designate additional transfer agents for any series or class of Notes.
BOOK-ENTRY NOTES
The Notes offered by this prospectus will be in book-entry form.
This means that, except under the limited circumstances described under the
subheading "Definitive Notes" below, purchasers of Notes will not be entitled
to have the Notes registered in their names and will not be entitled to
receive physical delivery of the Notes in definitive paper form. Instead, upon
issuance, all the Notes of a class will be represented by one or more fully
registered permanent global notes, without interest coupons.
Each global note will be deposited with a securities depositary
named The Depository Trust Company and will be registered in the name of its
nominee, Cede & Co. No global note representing book-entry notes may be
transferred except as a whole by DTC to a nominee of DTC, or by a nominee of
DTC to another nominee of DTC. Thus, DTC or its nominee will be the only
registered holder of the Notes and will be considered the sole representative
of the beneficial owners of Notes for purposes of the indenture.
The registration of the global notes in the name of Cede & Co.
will not affect beneficial ownership and is performed merely to facilitate
subsequent transfers. The book-entry system, which is also the system through
which most publicly traded common stock is held, is used because it eliminates
the need for physical movement of securities. The laws of some jurisdictions,
however, may require some purchasers to take physical delivery of their Notes
in definitive form. These laws may impair the ability to transfer book-entry
notes.
Purchasers of Notes in the United States can hold interests in the
global notes only through DTC, if they are participants in that system.
Purchasers may also hold interests indirectly through a participant such as a
bank, brokerage house or other institution that maintains securities accounts
for customers that has an account with DTC or its nominee. Purchasers of Notes
in Europe can hold interests in the global notes only through Cedelbank,
societe anonyme, or through Morgan Guaranty Trust Company of New York,
Brussels Office, as operator of the Euroclear system, if they are participants
in those systems or indirectly through organizations that are participants in
those systems.
Because DTC will be the only registered owner of the global notes,
Cedelbank and Euroclear will hold positions through their respective U.S.
depositaries, which in turn will hold positions on the books of DTC. Citibank,
N.A. will act as U.S. depositary for Cedelbank, and The Chase Manhattan Bank
will act as U.S. depositary for Euroclear.
As long as the Notes are in book-entry form, they will be
evidenced solely by entries on the books of DTC, its participants and any
indirect participants. DTC will maintain records showing
o the ownership interests of its participants, including the U.S.
depositaries; and
o all transfers of ownership interests between its participants.
The participants and indirect participants, in turn, will maintain records
showing
o the ownership interests of their customers, including indirect
participants, that hold the Notes through those participants;
and
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o all transfers between these persons.
Thus, each beneficial owner of a book-entry note will hold its Note indirectly
through a hierarchy of intermediaries, with DTC at the "top" and the
beneficial owner's own securities intermediary at the "bottom."
The Issuer, the Indenture Trustee and their agents will not be
liable for the accuracy of, and are not responsible for maintaining,
supervising or reviewing DTC's records or any participant's records relating
to book-entry notes. The Issuer, the Indenture Trustee and their agents also
will not be responsible or liable for payments made on account of the
book-entry notes.
Until definitive notes are issued to the beneficial owners as
described under the subheading "Definitive Notes" below, all references to
"holders" of Notes means DTC. The Issuer, the Indenture Trustee and any paying
agent, transfer agent or securities registrar may treat DTC as the absolute
owner of the Notes for all purposes.
Beneficial owners of book-entry notes should realize that the Issuer
will make all distributions of principal and interest on their Notes to DTC
and will send all required reports and notices solely to DTC as long as DTC is
the registered holder of the Notes. DTC and the participants are generally
required by law to receive and transmit all distributions, notices and
directions from the Indenture Trustee to the beneficial owners through the
chain of intermediaries.
Similarly, the Indenture Trustee will accept notices and directions
solely from DTC. Therefore, in order to exercise any rights of a holder of
Notes under the indenture, each person owning a beneficial interest in the
Notes must rely on the procedures of DTC and, in some cases, Cedelbank or
Euroclear. If the beneficial owner is not a participant in that system, then
it must rely on the procedures of the participant through which that person
owns its interest. DTC has advised the Issuer that it will take actions under
the indenture only at the direction of its participants, which in turn will
act only at the direction of the beneficial owners. Some of these actions,
however, may conflict with actions it takes at the direction of other
participants and beneficial owners.
Notices and other communications by DTC to participants, by
participants to indirect participants, and by participants and indirect
participants to beneficial owners will be governed by arrangements among them.
Beneficial owners of book-entry notes should also realize that
book-entry notes may be more difficult to pledge because of the lack of a
physical note. Beneficial owners may also experience delays in receiving
distributions on their Notes since distributions will initially be made to DTC
and must be transferred through the chain of intermediaries to the beneficial
owner's account.
The Depository Trust Company
DTC is a limited-purpose trust company organized under the New York
Banking Law and is a "banking institution" within the meaning of the New York
Banking Law. DTC is also a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under Section 17A of the Securities Exchange Act
of 1934. DTC was created to hold securities deposited by its participants and
to facilitate the clearance and settlement of securities transactions among
its
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participants through electronic book-entry changes in accounts of the
participants, thus eliminating the need for physical movement of securities.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. The rules applicable to DTC and its
participants are on file with the Securities and Exchange Commission.
DTC's management is aware that some computer applications, systems,
and the like for processing dates that are dependent upon calendar dates,
including dates before, on, and after January 1, 2000, may encounter "Year
2000 problems." DTC has informed its participants and other members of the
financial community that it has developed and is implementing a program so
that its systems, as they relate to the timely payment of distributions,
including principal and interest payments, to securityholders, book-entry
deliveries, and settlement of trades within DTC, continue to function
appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete. Additionally, DTC's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
However, DTC's ability to perform its services is also dependent
upon other parties, including issuers and their agents, as well as third party
vendors from whom DTC licenses software and hardware and third party vendors
on whom DTC relies for information or the provision of services, including
telecommunication and electrical utility service providers. DTC has informed
the industry that it is contacting, and will continue to contact, third party
vendors from whom DTC acquires services to:
o impress upon them the importance of their services being Year
2000 compliant; and
o determine the extent of their efforts for Year 2000 remediation
and, as appropriate, testing, of their services.
In addition, DTC is in the process of developing such contingency plans as it
deems appropriate.
Cedelbank
Cedelbank is registered as a bank in Luxembourg and is regulated by
the Banque Centrale du Luxembourg, the Luxembourg Central Bank, which
supervises Luxembourg banks. Cedelbank holds securities for its customers and
facilitates the clearance and settlement of securities transactions by
electronic book-entry transfers between their accounts. Cedelbank provides
various services, including safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and
borrowing. Cedelbank also deals with domestic securities markets in over 30
countries through established depository and custodial relationships.
Cedelbank has established an electronic bridge with Euroclear in Brussels to
facilitate settlement of trades between Cedelbank and Euroclear. Cedelbank
currently accepts over 110,000 securities issues on its books.
Cedelbank's customers are worldwide financial institutions including
underwriters, securities brokers and dealers, banks, trust companies and
clearing corporations. Cedelbank's U.S. customers are limited to securities
brokers and dealers, and banks. Currently, Cedelbank has approximately 2,000
customers located in over 80 countries, including all major European
countries, Canada, and the United States. Indirect access to Cedelbank is
available to other institutions that clear through or maintain a custodial
relationship with an account holder of Cedelbank.
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Euroclear System
Euroclear was created in 1968 to hold securities for participants of
Euroclear and to clear and settle transactions between Euroclear participants
through simultaneous electronic book-entry delivery against payment. This
system eliminates the need for physical movement of securities and any risk
from lack of simultaneous transfers of securities and cash. Euroclear includes
various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries. The Euroclear Operator
is the Brussels, Belgium office of Morgan Guaranty Trust Company of New York,
under contract with Euro-clear Clearance Systems S.C., a Belgian cooperative
corporation, known as the "Cooperative." The Euroclear Operator conducts all
operations. All Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Cooperative. The
Cooperative establishes policy for Euroclear on behalf of Euroclear
participants. Euroclear participants include banks, including central banks,
securities brokers and dealers and other professional financial intermediaries
and may include the underwriters. Indirect access to Euroclear is also
available to other firms that clear through or maintain a custodial
relationship with a Euroclear participant, either directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. For this
reason, it is regulated and examined by the Board of Governors of the Federal
Reserve System and the New York State Banking Department, as well as the
Belgian Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System, and applicable
Belgian law. These Terms and Conditions govern transfers of securities and
cash within Euroclear, withdrawals of securities and cash from Euroclear, and
receipts of payments with respect to securities in Euroclear. All securities
in Euroclear are held on a fungible basis without attribution of specific
securities to specific securities clearance accounts. The Euroclear Operator
acts under the Terms and Conditions only on behalf of Euroclear participants,
and has no record of or relationship with persons holding through Euroclear
participants.
This information about DTC, Cedelbank and Euroclear has been
provided by each of them for informational purposes only and is not intended
to serve as a representation, warranty or contract modification of any kind.
Distributions on Book-Entry Notes
The Issuer will make distributions of principal of and interest on
book-entry notes to DTC. These payments will be made in immediately available
funds by the Issuer's paying agent, Citibank, N.A., at the office of the
paying agent in New York City that the Issuer designates for that purpose.
In the case of principal payments, the global notes must be
presented to the paying agent in time for the paying agent to make those
payments in immediately available funds in accordance with its normal payment
procedures.
Upon receipt of any payment of principal of or interest on a global
note, DTC will immediately credit the accounts of its participants on its
book-entry registration and transfer system. DTC will credit those accounts
with payments in amounts proportionate to the participants' respective
beneficial interests in the stated principal amount of the global note as
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shown on the records of DTC. Payments by participants to beneficial owners of
book-entry notes will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of those participants.
Distributions on book-entry notes held beneficially through
Cedelbank will be credited to cash accounts of Cedelbank participants in
accordance with its rules and procedures, to the extent received by its U.S.
depositary.
Distributions on book-entry notes held beneficially through
Euroclear will be credited to the cash accounts of Euroclear participants in
accordance with the Terms and Conditions, to the extent received by its U.S.
depositary.
In the event definitive Notes are issued, distributions of principal
and interest on definitive Notes will be made by the Issuer directly to the
holders of the definitive Notes in whose names the definitive Notes were
registered at the close of business on the related record date.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately
available funds. Secondary market trading between DTC participants will occur
in the ordinary way in accordance with DTC's rules and will be settled in
immediately available funds using DTC's Same-Day Funds Settlement System.
Secondary market trading between Cedelbank participants and/or Euroclear
participants will occur in the ordinary way in accordance with the applicable
rules and operating procedures of Cedelbank and Euroclear and will be settled
using the procedures applicable to conventional eurobonds in immediately
available funds.
Cross-market transfers between persons holding directly or
indirectly through DTC, on the one hand, and directly or indirectly through
Cedelbank or Euroclear participants, on the other, will be effected in DTC in
accordance with DTC's rules on behalf of the relevant European international
clearing system by the U.S. depositaries. However, cross-market transactions
of this type will require delivery of instructions to the relevant European
international clearing system by the counterparty in that system in accordance
with its rules and procedures and within its established deadlines, European
time. The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its
U.S. depository to take action to effect final settlement on its behalf by
delivering or receiving Notes in DTC, and making or receiving payment in
accordance with normal procedures for same-day funds settlement applicable to
DTC. Cedelbank participants and Euroclear participants may not deliver
instructions directly to DTC.
Because of time-zone differences, credits to Notes received in
Cedelbank or Euroclear as a result of a transaction with a DTC participant
will be made during subsequent securities settlement processing and will be
credited the business day following a DTC settlement date. The credits to or
any transactions in the Notes settled during processing will be reported to
the relevant Euroclear or Cedelbank participants on that business day. Cash
received in Cedelbank or Euroclear as a result of sales of Notes by or through
a Cedelbank participant or a Euroclear participant to a DTC participant will
be received with value on the DTC settlement date, but will be available in
the relevant Cedelbank or Euroclear cash account only as of the business day
following settlement in DTC.
Although DTC, Cedelbank and Euroclear have agreed to these
procedures in order to
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facilitate transfers of Notes among participants of DTC, Cedelbank and
Euroclear, they are under no obligation to perform or continue to perform
these procedures and these procedures may be discontinued at any time.
Definitive Notes
Beneficial owners of book-entry notes may exchange those notes for
definitive notes registered in their name only if:
o DTC is unwilling or unable to continue as depository for the
global note and the Issuer or the Indenture Trustee is unable
to find a qualified replacement for DTC;
o the Issuer, in its sole discretion, elects to terminate the
book-entry system through DTC; or
o any event of default has occurred with respect to those
book-entry notes, and beneficial owners evidencing not less
than 50% of the unpaid outstanding dollar principal amount of
the Notes of that class advise the Indenture Trustee and DTC
that the continuation of a book entry system is no longer in
the best interests of those beneficial owners.
If any of these three events occurs, DTC is required to notify the
beneficial owners through the chain of intermediaries that the definitive
notes are available. The appropriate global note will then be exchangeable in
whole for definitive notes in registered form of like tenor and of an equal
aggregate stated principal amount, in specified denominations. Definitive
notes will be registered in the name or names of the person or persons
specified by DTC in a written instruction to the registrar of the Notes. DTC
may base its written instruction upon directions it receives from its
participants. Thereafter, the holders of the definitive notes will be
recognized as the "holders" of the Notes under the indenture.
REPLACEMENT OF NOTES
The Issuer will replace at the expense of the holder any mutilated
Note, upon surrender of that Note to the Indenture Trustee. The Issuer will
replace at the expense of the holder any Notes that are destroyed, lost or
stolen upon delivery to the Indenture Trustee of evidence of the destruction,
loss or theft of those Notes satisfactory to the Issuer and the Indenture
Trustee. In the case of a destroyed, lost or stolen Note, the Issuer and the
Indenture Trustee may require the holder of the Note to provide an indemnity
satisfactory to the Indenture Trustee and the Issuer before a replacement Note
will be issued.
ACQUISITION AND CANCELATION OF NOTES BY THE ISSUER AND THE BANKS
The Issuer, the Banks and their affiliates may acquire Notes in the
open market or otherwise.
The Issuer, the Banks and their affiliates may cause the Notes
acquired by them to be canceled and Notes so canceled will no longer be
outstanding. However, any cancelation of Notes will observe the same
limitations for payments of subordinated classes as described in "Deposit and
Application of Funds--Limit on repayments of subordinated classes of single
issuance series" and "--Limit on repayments of subordinated classes of
multiple
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issuance series."
SOURCES OF FUNDS TO PAY THE NOTES
THE COLLATERAL CERTIFICATE
The primary source of funds for the payment of principal of and
interest on the Notes is the Collateral Certificate issued by the Master Trust
to the Issuer. For a description of the Master Trust and its assets, see "The
Master Trust."
The Collateral Certificate represents an undivided interest in the
assets of the Master Trust. The assets of the Master Trust consist primarily
of credit card receivables arising in selected MasterCard and VISA* revolving
credit card accounts, which have been transferred by the Banks. The amount of
credit card receivables in the Master Trust will fluctuate from day to day as
new receivables are generated or added to or removed from the Master Trust and
as other receivables are collected, charged off as uncollectible, or otherwise
adjusted.
The Collateral Certificate has a fluctuating invested amount,
representing the investment of that certificate in credit card receivables,
equal to
o the aggregate outstanding dollar principal amount of the Notes;
o minus the amount of losses on the credit card receivables
allocated to the Collateral Certificate;
o minus the amount of reallocations of principal collections on
the Collateral Certificate that are applied to pay interest on
the Notes;
o plus the amount of reimbursements of losses on the credit card
receivables and reimbursements of reductions from reallocations
of principal collections, made from excess finance charge
collections which are allocated to the Collateral Certificate;
and
o minus the aggregate amount on deposit in the principal funding
account for the outstanding Notes.
The invested amount of the Collateral Certificate will be the same
as the total nominal liquidation amount of the outstanding Notes.
The Collateral Certificate has no specified interest rate. The
Issuer, as holder of the Collateral Certificate, is entitled to receive its
allocable share of cash collections from two kinds of credit card receivables
payable to the Master Trust: finance charge receivables and principal
receivables.
Finance charge receivables are all periodic finance charges,
annual membership fees, cash advance fees and late charges on amounts charged
for merchandise and services,
______________
* MasterCard and VISA are registered trademarks of MasterCard
International Incorporated and VISA U.S.A., Inc., respectively.
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interchange, which is described below in this paragraph, and some other fees
designated by the Banks. Principal receivables are all amounts charged by
cardholders for merchandise and services, amounts advanced to cardholders as
cash advances and all other fees billed to cardholders on the credit card
accounts. Recoveries of charged-off receivables are credited to the category
from which they were charged off. "Interchange" consists of fees received by
Citibank (South Dakota), as a credit card-issuing bank, from MasterCard
International and VISA as partial compensation for taking credit risk,
absorbing fraud losses and funding receivables for a limited period before
initial billing. Interchange varies from approximately 1% to 2% of the
transaction amount, but these amounts may be changed by MasterCard
International or VISA.
In general, the allocable share of monthly collections of finance
charge receivables and principal receivables available to the Collateral
Certificate, to other series of investor certificates issued by the Master
Trust and to the Sellers' Interest is determined as follows:
o first, collections of finance charge receivables and
collections of principal receivables are allocated
among the different series of certificates issued by
the Master Trust, including the Collateral Certificate
pro rata based on the invested amount of each series;
and
o second, following the allocation to each series,
collections of finance charge receivables and
principal receivables are further allocated between
the holders of each series of investor certificates
under the Master Trust and the Banks pro rata based on
the aggregate invested amount of the investor
certificates and the principal receivables allocable
to the Sellers' Interest .
In general, the invested amount of each other series of certificates
issued by the Master Trust will equal the stated dollar amount of
participation certificates issued to investors in that series less
unreimbursed losses allocated to those investors, principal payments made to
those investors and deposits made to any principal funding account for the
series. The Sellers' Interest, which is owned by Citibank (South Dakota) and
Citibank (Nevada), represents the interest in the principal receivables in the
Master Trust at the end of the relevant monthly period not represented by any
series of investor certificates.
Servicing fees and losses on principal receivables in the Master
Trust arising from failure of cardholders to pay, charge-offs or otherwise are
allocated among series and between investors in each series and the Sellers'
Interest generally in the same manner as finance charge collections.
Each month, the Master Trust will allocate collections of finance
charge receivables and principal receivables as well as the servicing fee and
losses to the investor certificates outstanding under the Master Trust,
including the Collateral Certificate. The Master Trust deducts the Collateral
Certificate's share of the servicing fee from its share of the collections of
finance charge receivables, and deducts the Collateral Certificate's share of
losses from its share of collections of finance charge receivables and/or
principal receivables. The servicing fee is described under "The Master
Trust--The Servicer."
Allocations of losses, servicing fees and collections of finance
charge receivables and principal receivables are made pro rata for each
monthly period based on the invested amount of each investor certificate under
the Master Trust, including the Collateral Certificate and the principal
receivables allocable to the Sellers' Interest. For example, if the total
principal receivables in the Master Trust at the end of the monthly period is
500, the invested amount of the Collateral Certificate is 100, the invested
amounts of the other investor certificates are
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200 and the Sellers' Interest is 200, the Collateral Certificate is entitled,
in general, to 1/5 -- or 100/500 -- of the cash received each month.
There is an exception to the pro rata allocations described in the
preceding paragraph. In the Master Trust, when the principal amount of an
investor certificate other than the Collateral Certificate begins to amortize,
a special allocation procedure is followed. In this case, collections of
principal receivables continue to be allocated as if the invested amount of
the investor certificates had not been reduced by principal collections
deposited to a principal funding account or paid to investors. Allocations of
principal collections are based on the invested amount of the amortizing
investor certificates "fixed" at the time immediately before the first deposit
of principal collections into a principal funding account or the time
immediately prior to the first payment of principal collections to investors
but only until the invested amount of that series is paid in full. Because
some of the classes of Notes which derive their source of payments from funds
allocated to the Collateral Certificate may be amortizing while other classes
are not, the special allocation procedure is followed for the Collateral
Certificate to the extent that underlying classes of Notes are amortizing.
Distributions of ongoing collections of finance charge receivables, however,
are not allocated on this type of fixed basis.
If collections of principal receivables allocated to the Collateral
Certificate are needed to pay the Notes or to make a deposit into the trust
accounts within a month, they will be deposited into the Issuer's collection
account. Otherwise, collections of principal receivables allocated to the
Collateral Certificate will be reallocated to other series of investor
certificates which have principal collection shortfalls -- which does not
reduce the invested amount of the Collateral Certificate -- or reinvested in
the Master Trust to maintain the invested amount of the Collateral
Certificate. If the Collateral Certificate has a principal collection
shortfall, but other series of investor certificates have excess principal
collections, a portion of the other excess principal collections allocated to
other series of investor certificates will be reallocated to the Collateral
Certificate and deposited into the Issuer's collection account --which reduces
the invested amount of the Collateral Certificate.
All of the finance charge collections allocated to the Collateral
Certificate are deposited every month into the Issuer's collection account.
Finance charge collections allocated to the Collateral Certificate are not
shared with or reallocated to any other series of investor certificates issued
by the Master Trust.
DERIVATIVE AGREEMENTS
Some Notes may have the benefit of one or more derivative
agreements, including interest rate or currency swaps, caps, collars,
guaranteed investment contracts or other similar agreements with various
counterparties to manage interest rate or currency risk relating to those
Notes. Citibank (South Dakota), Citibank (Nevada) or any of their affiliates
may be counterparties to a derivative agreement. In general, the Issuer will
receive payments from counterparties to the derivative agreements in exchange
for the Issuer's payments to them, to the extent required under the derivative
agreements. The specific terms of each derivative agreement and a description
of each counterparty will be included in the applicable supplement to this
prospectus for those Notes. We refer to the agreements described in this
paragraph as "derivative agreements."
THE TRUST ACCOUNTS
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The Issuer has established a collection account for the purpose of
receiving payments of finance charge collections and principal collections
from the Master Trust payable under the Collateral Certificate.
The Issuer has also established a principal funding account and
interest funding account, which will have subaccounts for each class and
subclass of Notes of a series, and a Class C reserve account, which will have
subaccounts for each class and subclass of Class C Notes of a series. If
specified in a supplement to this prospectus, the Issuer may establish
supplemental accounts for any series, class or subclass of Notes.
Each month, all distributions on the Collateral Certificate and will
be deposited into the collection account, and then reallocated to the
principal funding account, the interest funding account, the Class C reserve
account, any supplemental account, to payments under any applicable derivative
agreements, and to the other purposes as specified in "Deposit and Application
of Funds " or in a supplement to this prospectus. However, for so long as
Citibank (South Dakota) is the manager of the Issuer and Citibank (South
Dakota) maintains a certificate of deposit rating of at least A-1 and P-1, or
their equivalent, by the rating agencies, Citibank (South Dakota) may
commingle funds received from the Collateral Certificate until the business
day before the payment date of a class of Notes, instead of immediately
depositing those funds into the accounts.
Funds on deposit in the principal funding account and the interest
funding account will be used to make payments of principal of and interest on
the Notes. Payments of principal of and interest on the Notes will be made
from funds on deposit in the accounts when the payments are due, either in the
month when the funds are deposited into the accounts, or in later months --
for example, if principal must be accumulated for payment at a later date, or
if interest is payable quarterly, semiannually or at another interval less
frequently than monthly.
If the Issuer anticipates that the amount of principal collections
that will be deposited into the collection account in a particular month will
not be enough to pay all of the stated principal amount of a Note that has an
expected principal payment date in that month, the Issuer may begin to withdraw
funds from the collection account in months before the expected principal
payment date and deposit those funds into the principal funding subaccount
established for that class to be held until the expected principal payment date
of that Note. If the earnings on funds in the principal funding subaccount are
less than the yield payable on the applicable class of Notes -- after giving
effect to net payments and receipts under any derivative agreements --
additional funds will be deposited in the interest funding subaccount as
described under "Deposit and Application of Funds--Deposit of principal funding
subaccount earnings in interest funding subaccounts; principal funding
subaccount earnings shortfall."
If interest on a Note is not scheduled to be paid every month -- for
example, if interest on that Note is payable quarterly, semiannually or at
another interval less frequently than monthly -- the Issuer will withdraw a
portion of funds from the collection account in months in which no interest
payment is due and deposit those funds into the interest funding subaccount for
that Note to be held until the interest is due.
The Issuer will be required to fund the Class C reserve subaccounts
if the finance charge collections generated by the Master Trust fall below a
level specified in the applicable supplement to this prospectus. The Class C
reserve subaccounts would be funded from
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monthly finance charge collections from the Collateral Certificate after
payment of fees and expenses of the Indenture Trustee, required interest
deposits and other payments described under "Deposit and Application of
Funds--Targeted deposits to the Class C reserve account." A supplement to this
prospectus relating to Class C Notes will include provisions for funding the
Class C reserve subaccounts.
Funds on deposit in the Class C reserve account will be available to
holders of Class C Notes to cover shortfalls of interest payable on interest
payment dates. Funds on deposit in the Class C reserve account will also be
available to holders of Class C Notes on any day when principal is payable,
but only to the extent that the nominal liquidation amount of the Class C
Notes plus funds on deposit in the Class C principal funding account is less
than the outstanding dollar principal amount of the Class C Notes.
Only the holders of Class C Notes will have the benefit of the Class
C reserve account. See "Deposit and Application of Funds--Withdrawals from the
Class C reserve account."
The accounts described in this section are referred to as "trust
accounts." Trust accounts may only be maintained in a segregated trust account
with the corporate trust department of a United States bank or any domestic
branch of a foreign bank or at a United States bank, or any domestic branch of
a foreign bank, which has the highest long-term or short-term rating by the
rating agencies that rate the Notes. Amounts maintained in trust accounts may
only be invested in investments the obligor on which has the highest rating by
those rating agencies. Investment earnings on funds in the principal funding
subaccount for a class of Notes will be applied to make interest payments on
that class of Notes. Investment earnings on funds in the other trust accounts
will be allocated as described under "Deposit and Application of Funds
- --Allocation of finance charge collections to accounts." Any loss resulting
from the investment of funds in the trust accounts will be charged to the
trust subaccount incurring the loss.
LIMITED RECOURSE TO THE ISSUER; SECURITY FOR THE NOTES
Only the allocable portion of the Collateral Certificate, the
applicable trust accounts and any applicable derivative agreement provide the
source of payment for principal of or interest on any class of Notes .
Noteholders will have no recourse to any other assets of the Issuer or any
other person or entity for the payment of principal of or interest on the
Notes.
The Notes of all series are secured by a shared security interest in
the Collateral Certificate and the collection account, and each class of Notes
is secured by a security interest in the applicable principal funding
subaccount, the applicable interest funding subaccount, the applicable Class C
reserve subaccount in the case of classes of Class C Notes, any applicable
supplemental account, and by a security interest in any applicable derivative
agreement.
THE INDENTURE TRUSTEE
Bankers Trust Company is the trustee under the indenture. Its
principal corporate trust office is located at Four Albany Street, 10th Floor,
New York, New York 10006.
The Indenture Trustee may resign at any time. The Issuer may also
remove the
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Indenture Trustee if the Indenture Trustee is no longer eligible to act as
trustee under the indenture or if the Indenture Trustee becomes insolvent. In
all circumstances, the Issuer must appoint a successor trustee for the Notes.
Any resignation or removal of the Indenture Trustee and appointment of a
successor trustee will not become effective until the successor trustee
accepts the appointment.
The Issuer or its affiliates may maintain accounts and other banking
or trustee relationships with the Indenture Trustee and its affiliates.
DEPOSIT AND APPLICATION OF FUNDS
The indenture specifies how collections on the Collateral
Certificate which have been deposited into the collection account and payments
received from counterparties on derivative agreements will be deposited into
the trust accounts established for each class or subclass of Notes to provide
for the payment of principal and interest on those Notes as the payments
become due. Following are summaries of those provisions.
ALLOCATION OF FINANCE CHARGE COLLECTIONS TO ACCOUNTS
Each month the Indenture Trustee will allocate finance charge
collections received that month from the Collateral Certificate and investment
earnings on funds in the trust accounts other than the principal funding
account as follows:
o first, to pay the fees and expenses of the Indenture Trustee;
o second, to make the targeted deposit to the interest funding
account to fund the payment of interest on the Notes;
o third, to make the targeted deposit to the Class C reserve
account, if any;
o fourth, to the Issuer, to make a reinvestment in the Collateral
Certificate if the invested amount of the Collateral
Certificate plus the aggregate amount on deposit in the
principal funding account is less than the outstanding dollar
principal amount of all of the Notes; and
o fifth, to the Issuer.
ALLOCATION OF PRINCIPAL COLLECTIONS TO ACCOUNTS
Each month the Indenture Trustee will allocate principal collections
received that month from the Collateral Certificate as follows:
o first, to the interest funding account to the extent there is a
shortfall in finance charge collections available to make the
targeted deposit to the interest funding account, except that
no reallocation of principal collections which would result in
the reduction of the nominal liquidation amount of any class of
Notes will be used (1) to pay interest on any Note of that
class or a subordinated class, (2) to make a payment on a
derivative agreement entered into with respect to interest on
any Note of that class or a subordinated class or (3) to fund
an increase in the invested amount of the
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Collateral Certificate required by accretion of interest on a
discount Note of that class or a subordinated class;
o second, to make the targeted deposits to the principal funding
account; and
o third, to the Master Trust, to maintain the invested amount of
the Collateral Certificate.
The amount of principal collections that may be allocated to pay
interest is limited as described below under "Deposit and Application of
Funds--Limit on reallocations of funds taken to benefit senior classes of
single issuance series" and "--Limit on reallocations of funds taken to
benefit senior classes of multiple issuance series."
The invested amount of the Collateral Certificate will be reduced by
the amount of principal collections used to make deposits into the interest
funding account and deposits into the principal funding account. If the
invested amount of the Collateral Certificate is reduced because principal
collections have been used to make deposits into the interest funding account,
the amount of finance charge collections and principal collections allocated
to the Collateral Certificate will be reduced in later months unless the
reduction in the invested amount is reimbursed from excess finance charge
collections.
TARGETED DEPOSITS OF FINANCE CHARGE COLLECTIONS AND REALLOCATED PRINCIPAL
COLLECTIONS TO THE INTEREST FUNDING ACCOUNT
The aggregate deposit targeted to be made to the interest funding
account with finance charge collections allocated to the Collateral
Certificate in each month will be equal to the sum of the interest funding
account deposits required to be made for each class or subclass of Notes. A
single class or subclass of Notes may be entitled to more than one of the
following deposits in a month. For example, a class of Notes with a monthly
interest payment date and an interest rate cap would be entitled to a deposit
from the Issuer up to the amount of the capped interest, as well as a deposit
from the derivative counterparty for interest above the capped amount. These
requirements are set forth below.
(1) SPECIFIED DEPOSITS. If the applicable supplement to this
prospectus for any class or subclass of Notes specifies a
deposit to be made in lieu of the deposits described in this
prospectus, the deposit targeted for those Notes each month is
the specified amount, plus any targeted amounts that were not
deposited in prior months.
(2) MONTHLY INTEREST PAYMENTS NOT COVERED BY A DERIVATIVE
AGREEMENT. If a class or subclass of Notes provides for monthly
interest payments that are not covered by a derivative
agreement, the deposit required for that class or subclass of
Notes for any month will be the total amount of interest
payable on the outstanding dollar principal amount of those
Notes on the next interest payment date, after deducting any
amounts on deposit in the applicable principal funding
subaccount, plus any past due interest or targeted amounts from
prior months that were not deposited.
(3) PERIODIC INTEREST PAYMENTS NOT COVERED BY A DERIVATIVE
AGREEMENT. If a class or subclass of Notes provides for
quarterly, semi-annual, annual or other
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periodic payments of interest, but less frequently than
monthly, and that interest is not covered by a derivative
agreement, the deposit targeted for that class or subclass of
Notes for any month will be equal to the total amount of
interest accrued on the outstanding dollar principal amount of
those Notes after deducting any amounts on deposit in the
applicable principal funding subaccount, during the period from
the prior monthly interest date -- or the date of issuance of
that class or subclass for the determination for the first
monthly interest date -- to the first monthly interest date
after the end of the month, plus any past due interest or
targeted amounts from prior months that were not deposited.
(4) NOTES WITH PERFORMING DERIVATIVE AGREEMENTS. If a class or
subclass of U.S. dollar Notes or foreign currency Notes has a
performing derivative agreement for interest, the deposit
targeted for that class or subclass of Notes is equal to the
amount required to be paid to the applicable derivative
counterparty on the payment date following the end of that
month, plus any past due interest or targeted amounts that were
not deposited in prior months.
If a class or subclass of U.S. dollar Notes or foreign currency
Notes which has a performing derivative agreement for interest
provides for payments less frequently than monthly to the
applicable derivative counterparty, the deposit targeted for
that class or subclass of Notes for each month is equal to the
amount required to be paid to the applicable derivative
counterparty on the next payment date following the end of that
month, but allocated pro rata to that month as provided in the
derivative agreement, plus any targeted amounts determined on
the same basis for that class or subclass of Notes that were
not deposited in earlier months.
(5) U.S. DOLLAR NOTES WITH NON-PERFORMING DERIVATIVE AGREEMENTS. If
a class or subclass of Notes has a non-performing derivative
agreement for interest, then the calculation of the targeted
deposit to the applicable interest funding subaccount is made
using to the stated interest rate, amount of interest and
frequency of interest payments for the applicable class or
subclass of Notes, plus any past due interest or targeted
amounts determined on the same basis for that class or subclass
of Notes that were not deposited in earlier months.
(6) FOREIGN CURRENCY NOTES AND NON-PERFORMING DERIVATIVE
AGREEMENTS. If a class or subclass of foreign currency Notes
has a non-performing derivative agreement for interest, then
the calculation of the targeted deposit is made with reference
to the amount of U.S. dollars that is or would have been
payable to the applicable derivative counterparty during that
period if the derivative agreement were performing, plus any
targeted amounts from prior months that were not deposited.
(7) DISCOUNT NOTES. In the case of a class or subclass of discount
Notes, the deposit targeted for that class or subclass of Notes
for any month, in addition to the sum of any applicable stated
interest as determined under items (1) - (6) above, is the
amount of accretion of principal of that class or subclass of
Notes from the prior monthly principal date -- or in the case
of the first monthly principal date, from the date of issuance
of that class or subclass -- to the first monthly principal
date after the end of the month.
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Each deposit to the interest funding account will be made on the
applicable monthly interest date, or as much earlier as necessary to make
timely deposit or payment to the applicable interest funding subaccount or
derivative counterparty.
PAYMENTS RECEIVED FROM DERIVATIVE COUNTERPARTIES FOR INTEREST
Payments received under derivative agreements for interest on Notes
payable in U.S. dollars will be deposited into the applicable interest funding
subaccount. Payments received under derivative agreements for interest on
foreign currency Notes will be made directly to the applicable paying agent
for payment to the holders of the applicable class or subclass of Notes, or as
otherwise specified in the applicable supplement to this prospectus.
DEPOSIT OF PRINCIPAL FUNDING SUBACCOUNT EARNINGS IN INTEREST FUNDING
SUBACCOUNTS; PRINCIPAL FUNDING SUBACCOUNT EARNINGS SHORTFALL
The Issuer will notify the Master Trust from time to time of the
aggregate amount on deposit in the principal funding account. Whenever there
is any amount on deposit in any principal funding subaccount, the Master Trust
will designate an equal amount of the Sellers' Interest, and the finance
charge collections allocable to the designated portion of the Sellers'
Interest will be applied as follows: On each monthly interest date, the Issuer
will calculate the targeted amount of principal funding subaccount earnings
for each class or subclass of Notes, which will be equal to the amount that
the funds on deposit in each principal funding subaccount would earn at the
interest rate applicable to the related class or subclass of Notes. If the
amount actually earned on the funds on deposit is less than the targeted
amount of earnings, then the shortfall will be made up from the finance charge
collections allocated to the corresponding designated portion of the Sellers'
Interest.
If the amount of principal funding subaccount earnings for any class
or subclass of Notes for any month is greater than the targeted principal
funding subaccount earnings for that month, the amount of the excess will be
paid to the Banks as owners of the Sellers' Interest.
ALLOCATION TO INTEREST FUNDING SUBACCOUNTS
The aggregate deposit of finance change collections and reallocated
principal collections made to the interest funding account in each month will
be divided, and a portion deposited in the interest funding subaccount
established for each class or subclass of Notes, based on the following rules:
(1) DEPOSITS EQUAL REQUIREMENTS. If the aggregate amount available
for deposit to the interest funding account is equal to the sum
of the deposits targeted by each class or subclass of Notes,
then that targeted amount is deposited in the interest funding
subaccount established for each class or subclass.
(2) DEPOSITS ARE LESS THAN REQUIREMENTS. If the aggregate amount
available for deposit to the interest funding account is less
than the sum of the deposits targeted by each class or subclass
of Notes, then the finance charge collections deposited in the
interest funding account are allocated to each series of Notes
pro rata based on the outstanding dollar principal amount of
Notes in that series.
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o For all series of Notes identified as "Group 1" series, the
allocation of finance charge collections is reaggregated into a
single pool, and reallocated to each series, class or subclass
of Notes in Group 1 pro rata based on the amount of the deposit
targeted by that series, class or subclass and not based on the
outstanding dollar principal amount of Notes in that series,
class or subclass.
o For all series of Notes identified as in another group, the
allocation of finance charge collections will be based on a
rule for that group set forth in a supplement to this
prospectus.
(3) CERTAIN FUNDS NOT REALLOCATED. Funds on deposit in an interest
funding subaccount from earlier months, funds representing interest
on amounts in deposit in the related principal funding subaccount,
and payments received from derivative counterparties in the current
month will not be reallocated to other interest funding subaccounts.
These funds remain in the interest funding subaccount into which
they were deposited until they are paid to the applicable
Noteholders.
The principal collections deposited in the interest funding account are
allocated to each class or subclass of Class A Notes and Class B Notes based
on the amount of the deposit targeted by that class or subclass. However,
these deposits are limited to the extent described under "Deposit and
Application of Funds--Limit on reallocations of funds taken to benefit senior
classes of single issuance series" and "--Limit on reallocations of funds
taken to benefit senior classes of multiple issuance series."
WITHDRAWALS FROM INTEREST FUNDING ACCOUNT
After giving effect to all deposits and reallocations of funds in the
interest funding account in a month, the following withdrawals from the
applicable interest funding subaccount will be made, but in no event more than
the amount on deposit in the applicable interest funding subaccount:
(1) WITHDRAWALS FOR U.S. DOLLAR NOTES. On each applicable interest
payment date for each class or subclass of U.S. dollar Notes, an
amount equal to interest due on the applicable class or subclass of
Notes on the applicable interest payment date will be withdrawn and
paid to the applicable paying agent.
(2) WITHDRAWALS FOR DISCOUNT NOTES. On each applicable monthly principal
date, with respect to each class or subclass of discount Notes, an
amount equal to the amount of the accretion of principal of that
class or subclass of Notes from the prior monthly principal date, or
in the case of the first monthly principal date, the date of
issuance of that class or subclass, to the applicable monthly
principal date will be withdrawn from that interest funding
subaccount and invested in the Collateral Certificate.
(3) WITHDRAWALS FOR NOTES WITH PERFORMING DERIVATIVE AGREEMENTS FOR
INTEREST. On each date on which a payment is required under the
applicable derivative agreement, or a date specified in the
applicable supplement to this prospectus, with respect to any class
or subclass of Notes which has a performing derivative agreement for
interest, an amount equal to the
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amount of the payment to be made under the applicable derivative
agreement will be withdrawn from that interest funding subaccount
and paid to the applicable derivative counterparty.
(4) WITHDRAWALS FOR NOTES WITH NON-PERFORMING DERIVATIVE AGREEMENTS FOR
INTEREST IN U.S. DOLLARS. On each interest payment date, or a date
specified in the applicable supplement to this prospectus, for a
class or subclass of U.S. dollar Notes that has a non-performing
derivative agreement for interest an amount equal to the amount of
interest payable on that interest payment date will be withdrawn
from that interest funding subaccount and paid to the applicable
paying agent.
(5) WITHDRAWALS FOR NOTES WITH NON-PERFORMING DERIVATIVE AGREEMENTS FOR
FOREIGN CURRENCY INTEREST. On each interest payment date with
respect to a class or subclass of foreign currency Notes that has a
non-performing derivative agreement for interest, or a date
specified in the applicable supplement to this prospectus, an amount
equal to the amount of U.S. dollars necessary to be converted at the
applicable exchange rate to pay the foreign currency interest due on
that class or subclass of Notes on the interest payment date will be
withdrawn from that interest funding subaccount and converted to the
applicable foreign currency at the applicable exchange rate and paid
to the applicable paying agent. Any excess U.S. dollar amount will
be retained on deposit in the applicable interest funding subaccount
to be applied to make interest payments on later interest payment
dates, or paid to the Issuer when the stated principal amount of the
applicable Notes are paid in full.
If the aggregate amount available for withdrawal from an interest funding
subaccount is less than all withdrawals required to be made from that
subaccount in a month after giving effect to all deposits and allocations,
then the amounts on deposit in the interest funding account will be withdrawn
and applied to the interest funding subaccounts pro rata based on the amounts
of the withdrawals required to be made.
Upon payment in full of any class or subclass of Notes, any amount on
deposit in the applicable interest funding subaccount will be paid to the
Issuer.
TARGETED DEPOSITS OF PRINCIPAL COLLECTIONS TO THE PRINCIPAL FUNDING ACCOUNT
The aggregate deposit targeted to be made to the principal funding
account in any month will be the sum of principal funding account deposits
required to be made for each class or subclass of Notes. These requirements
are set forth below:
(1) EXPECTED PRINCIPAL PAYMENT DATE. With respect to the expected
principal payment date of a class or subclass of Notes, the deposits
targeted for that class or subclass of Notes with respect to that
month is equal to the aggregate nominal liquidation amount of that
class or subclass of Notes.
(2) BUDGETED DEPOSITS. Each month beginning with the twelfth month
before the expected principal payment date of a class or subclass of
Class A Notes, the deposit targeted to be made into the principal
funding subaccount for that class or subclass will be the monthly
accumulation amount for that class or subclass specified in the
applicable supplement to this prospectus, equal to,
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in the case of a single issuance series, one-eleventh, and in the
case of a multiple issuance series, one-twelfth, of the nominal
liquidation amount of that class or subclass of Notes as of the
expected principal payment date of that class or subclass of Notes.
The Issuer may postpone the date of the targeted deposits under the
previous sentence. If the Issuer and the Master Trust determine that
less than eleven months or twelve months, as applicable, would be
required to accumulate the principal collections necessary to pay a
class of Notes on its expected principal payment date, using
conservative historical information about payment rates of principal
receivables under the Master Trust, and after taking into account
all of the other expected payments of principal of investor
certificates and Notes to be made in the next eleven months or
twelve months, as applicable, then the start of the accumulation
period may be postponed each month by one month, with
proportionately larger accumulation amounts for each month of
postponement.
(3) PREFUNDING OF THE PRINCIPAL FUNDING ACCOUNT OF SENIOR CLASSES. If the
Issuer determines that any expected principal payment date, early
redemption event, event of default or other date on which principal
is payable because of a mandatory or optional redemption with respect
to any class or subclass of Class C Notes will occur at a time when
the payment of all or part of that class or subclass of Class C Notes
would be prohibited because it would cause a deficiency in the
required subordinated amount of that class or subclass of Class C
Notes, the targeted deposit amount for the Class A Notes and Class B
Notes of that series will be an amount equal to the portion of the
nominal liquidation amount of the Class A Notes and Class B Notes
that would be affected by the deficiency in the subordinated amount
so as to permit the payment of that tranche of Class C Notes. If the
Issuer determines that any expected principal payment date, early
redemption event, event of default or other date on which principal
is payable because of a mandatory or optional redemption with respect
to any Class B Notes will occur at a time when the payment of all or
part of that class or subclass of Class B Notes would be prohibited
because it would cause a deficiency in that Note's required
subordinated amount, the targeted deposit amount for the Class A
Notes of that series will be an amount equal to the portion of the
nominal liquidation amount of the Class A Notes that would be
affected by the deficiency in the subordinated amount so as to permit
the payment of that tranche of Class B Notes. If a later issuance of
a class or subclass of Class B Notes or Class C Notes restores the
required subordinated amount of a senior class or subclass of Notes
of any series, prefunding deposits made in the principal funding
account of a senior class or subclass may be withdrawn from the
principal funding account and reinvested in the Collateral
Certificate.
(4) EVENT OF DEFAULT OR EARLY REDEMPTION EVENT. If any class or subclass
of Notes has been accelerated after the occurrence of an event of
default or if any class or subclass of Notes is required to be
redeemed following an early redemption event or other optional or
mandatory redemption, the deposit targeted for that class or
subclass of Notes with respect to that month is equal to the nominal
liquidation amount of that class or subclass of Notes.
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PAYMENTS RECEIVED FROM DERIVATIVE COUNTERPARTIES FOR PRINCIPAL
It is unlikely that any class or subclass of Notes will have a derivative
agreement for principal for U.S. dollar Notes. Payments received under
derivative agreements for principal of foreign currency Notes will be made
directly to the applicable paying agent for payment to the holders of the
applicable class or subclass of Notes, or as otherwise specified in the
applicable supplement to this prospectus.
ALLOCATION OF FUNDS ON DEPOSIT IN THE PRINCIPAL FUNDING SUBACCOUNTS
Funds on deposit in the principal funding account each month will be
divided, and a portion deposited in the principal funding subaccount
established for each class or subclass of Notes, based on the following rules:
(1) AVAILABLE AMOUNTS EQUAL TO TARGETED AMOUNTS. If the aggregate
deposit to the principal funding account is equal to the sum of the
deposits targeted by each class or subclass of Notes, then that
required amount is deposited in the principal funding subaccount
established for each class or subclass.
(2) AVAILABLE AMOUNTS ARE LESS THAN TARGETED AMOUNTS. If the amount on
deposit in any principal funding subaccount for a class of Class A
Notes of a series is less than the sum of the deposits targeted with
respect to that class, then amounts on deposit or to be deposited in
the principal funding subaccounts established for Class B Notes and
Class C Notes for that series will be reallocated to make the
targeted deposit into the Class A principal funding subaccount, to
be made first from the Class C principal funding subaccount in that
series and second from Class B principal funding subaccount in that
series. If more than one subclass of Class A Note of a series needs
to use amounts on deposit in the principal funding subaccount of the
Class B Notes and the Class C Notes of that series, then withdrawals
will be allocated pro rata based on the outstanding dollar principal
amounts of the classes or subclasses of Class A Notes that require
funding.
If the amount on deposit in any principal funding subaccount for a
class of Class B Notes of a series is less than the sum of the
deposits targeted with respect to that class, then amounts on
deposit or to be deposited in the principal funding subaccount
established for Class C Notes of that series will be reallocated to
make the targeted deposit into the Class B principal funding
subaccount. If more than one subclass of Class B Notes of a series
needs to use amounts on deposit in the principal funding subaccount
of the Class C Notes of that series, then withdrawals will be
allocated pro rata based on the outstanding dollar principal amounts
of the classes or subclasses of Class B Notes that require funding.
(3) OTHER FUNDS NOT REALLOCATED. Funds on deposit in a principal funding
subaccount from withdrawals from the Class C reserve account or
payments received from derivative counterparties will not be
reallocated to other principal funding subaccounts. These funds
remain in the principal funding subaccount into which they were
deposited until they are paid to the applicable Noteholders.
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The amount of funds in the principal funding account that may be
reallocated from one class or subclass of a series to another class or
subclass of that series is limited as described in "Deposit and Application of
Funds--Limit on reallocations of funds taken to benefit senior classes of
single issuance series" and "--Limit on reallocations of funds taken to
benefit senior classes of multiple issuance series." A deposit into and a
reallocation of funds from the principal funding subaccount of a subordinated
class of Notes does not have a net effect on the nominal liquidation amount of
the Notes of that class.
WITHDRAWALS FROM PRINCIPAL FUNDING ACCOUNT
After giving effect to all deposits and reallocations of funds in the
principal funding account in a month, the following withdrawals from the
applicable principal funding subaccount will be made, but in no event more
than the amount on deposit in the applicable principal funding subaccount:
(1) WITHDRAWALS FOR CLASS OR SUBCLASS OF U.S. DOLLAR NOTES WITH NO
DERIVATIVE AGREEMENT FOR PRINCIPAL. On each applicable principal
payment date, or a date specified in the applicable supplement to
this prospectus, with respect to each class or subclass of U.S.
dollar Notes which has no derivative agreement for principal, an
amount equal to the principal due on the applicable class or
subclass of Notes on the applicable principal payment date will be
withdrawn from the applicable principal funding subaccount and paid
to the applicable paying agent.
(2) WITHDRAWALS FOR CLASSES OR SUBCLASSES OF NOTES WITH PERFORMING
DERIVATIVE AGREEMENT FOR PRINCIPAL. On each date on which a payment
is required under the applicable derivative agreement, or a date
specified in the applicable supplement to this prospectus, with
respect to any class or subclass of Notes which has a performing
derivative agreement for principal, an amount equal to the amount of
the payment to be made under the applicable derivative agreement
will be withdrawn from the applicable principal funding subaccount
and paid to the applicable derivative counterparty.
(3) WITHDRAWALS FOR CLASSES OR SUBCLASSES OF FOREIGN CURRENCY NOTES WITH
NON-PERFORMING DERIVATIVE AGREEMENTS FOR PRINCIPAL. On each
principal payment date with respect to a class or subclass of
foreign currency Notes that has a non-performing derivative
agreement for principal, or a date specified in the applicable
supplement to this prospectus, an amount equal to the amount of U.S.
dollars necessary to be converted at the applicable exchange rate to
pay the foreign currency principal due on that class or subclass of
Notes on the applicable principal payment date will be withdrawn
from the applicable principal funding subaccount and converted to
the applicable foreign currency at the prevailing spot exchange rate
and paid to the applicable paying agent. Any excess U.S. dollar
amount will be retained on deposit in the applicable principal
funding subaccount to be applied to make principal payments on later
principal payment dates, or paid to the Issuer when the stated
principal amount of the applicable Note is paid in full.
(4) WITHDRAWAL OF PREFUNDED AMOUNT. If a later issuance of a class or
subclass of Class B Notes or Class C Notes restores the required
subordinated amount of a senior class or subclass of Notes of any
multiple issuance series, prefunding deposits made in the principal
funding account of a senior class or subclass may be withdrawn
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from the principal funding account and reinvested in the Collateral
Certificate.
Upon payment in full of any class or subclass of Notes, any amount on
deposit in the applicable principal funding subaccount will be paid to the
Issuer.
Limit on reallocations of principal collections taken to benefit senior
classes of single issuance series
With respect to any Class A Notes of a single issuance series, the
aggregate amount of
o the cumulative amount of all principal collections that would have
been applied to pay principal of Class C Notes of that series, but
were reallocated to pay interest or principal on Class A Notes or
Class B Notes of that series; and
o the cumulative amount of all reductions from allocations of
charge-offs to the principal receivables held in the Master Trust to
the nominal liquidation amount of the Class C Notes of that series
may not exceed the Class A required subordinated amount of Class C Notes for
that series, and the aggregate amount of
o the cumulative amount of all principal collections that would have
been applied to pay principal of Class B Notes of that series, but
were reallocated to pay interest or principal on Class A Notes of
that series; and
o the cumulative amount of all reductions from allocations of
charge-offs to the principal receivables held in the Master Trust to
the nominal liquidation amount of the Class B Notes of that series
may not exceed the Class A required subordinated amount of Class B Notes for
that series.
With respect to any Class B Notes of a single issuance series, the
aggregate amount of
o the cumulative amount of all principal collections that would have
been applied to pay principal of Class C Notes of that series, but
were reallocated to pay interest or principal on Class A Notes or
Class B Notes of that series; and
o the cumulative amount of all reductions from allocations of
charge-offs to the principal receivables held in the Master Trust to
the nominal liquidation amount of the Class C Notes of that series
may not exceed the Class B required subordinated amount of Class C Notes for
that series.
LIMIT ON REALLOCATIONS OF PRINCIPAL COLLECTIONS TAKEN TO BENEFIT SENIOR
CLASSES OF MULTIPLE ISSUANCE SERIES
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LIMIT ON REALLOCATIONS TO A SUBCLASS OF CLASS A NOTES FROM CLASS C NOTES.
The aggregate amount of principal collections that are reallocated with
respect to any month to pay principal of or interest on a subclass of Class A
Notes of a series that would otherwise have been allocated to the Class C
Notes of that series, may be made only to the extent, after giving effect to
the reallocation, the sum of:
o the cumulative amount of all principal collections reallocated to
pay interest on that subclass of Class A Notes with respect to prior
months and the current month, other than reallocations that would
otherwise have been allocated to Class B Notes of that series;
o plus a proportionate amount of the principal collections reallocated
to pay interest on outstanding Class B Notes of that series,
allocated pro rata based on the amounts of principal collections
reallocated to that subclass of Class A Notes and all other Class A
Notes of that series, since that subclass of Class A Notes was
issued and for the current month;
o plus a proportionate amount of the reductions in the nominal
liquidation amounts of the outstanding Class C Notes of that series,
based on the required subordinated amounts of that subclass of Class
A Notes and the other subclasses of the Class A Notes of that
series, resulting from charge-offs to the principal receivables held
in the Master Trust since that subclass of Class A Notes was issued;
is not greater than the Class A required subordinated amount of Class C Notes
for that subclass of Class A Notes.
LIMIT ON REALLOCATIONS TO A SUBCLASS OF CLASS A NOTES FROM CLASS B NOTES.
The aggregate amount of principal collections that are reallocated with
respect to any month to pay principal of or interest on a subclass of Class A
Notes of a series that would otherwise have been allocated to the Class B
Notes of that series, may be made only to the extent, after giving effect to
those reallocations, the sum of:
o the cumulative amount of all principal collections reallocated to
pay interest on that subclass of Class A Notes with respect to prior
months and the current month, other than reallocations that would
otherwise have been allocated to Class C Notes of that series;
o plus a proportionate amount of the reductions in the nominal
liquidation amounts of the outstanding Class B Notes of that series,
based on the required subordinated amounts of that subclass of Class
A Notes and the other subclasses of the Class A Notes of that
series, resulting from charge-offs to the principal receivables held
in the Master Trust since that subclass of Class A Notes was issued;
is not greater than the Class A required subordinated amount of Class B Notes
for that subclass of Class A Notes.
LIMIT ON REALLOCATIONS TO A SUBCLASS OF CLASS B NOTES FROM CLASS C NOTES.
The aggregate amount of principal collections that are reallocated with
respect to any month to pay principal of or interest on a subclass of Class B
Notes of a series that would otherwise have been allocated to the Class C
Notes of that series, may be made only to the extent,
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after giving effect to those reallocations, the sum of:
o the cumulative amount of all principal collections reallocated to
pay interest on that subclass of Class B Notes with respect to prior
months and the current month;
o plus a proportionate amount of the principal collections reallocated
to pay interest on outstanding Class A Notes of that series,
allocated pro rata based on the amounts of principal collections
reallocated to that subclass of Class B Notes and all other Class B
Notes of that series, since that subclass of Class B Notes was
issued and for the current month, other than reallocations which
would otherwise have been allocated to a class or subclass of Class
B Notes;
o plus a proportionate amount of the reductions in the nominal
liquidation amounts of the outstanding Class C Notes of that series,
based on the required subordinated amounts of that subclass of Class
B Notes and the other subclasses of the Class B Notes of that
series, resulting from charge-offs to the principal receivables held
in the Master Trust since that class or subclass of Class B Notes
was issued;
is not greater than the Class B required subordinated amount of Class C Notes
for that subclass of Class B Notes.
LIMIT ON REPAYMENTS OF SUBORDINATED CLASSES OF SINGLE ISSUANCE SERIES
In the case of a single issuance series, no principal collections on
deposit in a principal funding subaccount will be applied to pay principal of
any Class B Note of that series or to make a payment under a derivative
agreement with respect to principal for any Class B Note of that series, and
no Class B Note of that series held by the Issuer, the Banks or their
affiliates will be canceled, unless, immediately before giving effect to that
payment or cancelation, no Class A Notes of that series are outstanding,
except to the extent that reductions in the nominal liquidation amount of the
Class B Notes has been reimbursed from excess finance charge collections, or
the Class A principal funding account has been prefunded as described in
"Deposit and Application of Funds--Targeted deposits of principal collections
to the principal funding account--Prefunding of the Principal Funding Account
of Senior Classes."
In the case of a single issuance series, no principal collections on
deposit in a principal funding subaccount will be applied to pay principal of
any Class C Note of that series or to make a payment under a derivative
agreement with respect to principal for any Class C Note of that series, and
no Class C Note of that series held by the Issuer, the Banks or their
affiliates will be canceled, unless, immediately before giving effect to that
payment or cancelation, no Class A Notes or Class B Notes of that series are
outstanding, except to the extent that reductions in the nominal liquidation
amount of the Class C Notes has been reimbursed from excess finance charge
collections, or the Class A and Class B principal funding accounts have been
prefunded as described in "Deposit and Application of Funds--Targeted deposits
of principal collections to the principal funding account--Prefunding of the
Principal Funding Account of Senior Classes," or funds are available in the
applicable Class C reserve subaccount.
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LIMIT ON REPAYMENTS OF SUBORDINATED CLASSES OF MULTIPLE ISSUANCE SERIES
In the case of a multiple issuance series, no principal collections on
deposit in a principal funding subaccount will be applied to pay principal of
any Note of a subordinated class of that series or to make a payment under a
derivative agreement with respect to principal for any Note of a subordinated
class of that series, and no Note of a subordinated class of that series held
by the Issuer, the Banks or their affiliates will be canceled, unless,
following that payment or cancelation, the remaining available subordinated
amount of Notes of that subordinated class of that series is at least equal to
the required subordinated amount for the outstanding Notes of the senior
classes of that series. See "The Notes--Required Subordinated Amount" and
"Deposit and Application of Funds--Targeted deposits of principal collections
to the principal funding account--Prefunding of the Principal Funding Account
of Senior Classes."
For determining whether Class B Notes may be repaid or canceled while
Class A Notes of the same series are outstanding, the remaining available
subordinated amount of Class B Notes is equal to the sum of:
o the aggregate nominal liquidation amount of all Class B Notes of
that series that will remain outstanding after giving effect to the
repayment or cancelation of the Class B Notes to be repaid or
canceled in that month;
o plus, the cumulative amount of all principal collections reallocated
to pay interest on outstanding subclasses of Class A Notes of that
series with respect to prior months and the current month, other
than reallocations that resulted in reductions of the nominal
liquidation amount of subclasses of Class B Notes that have been
repaid or canceled or are to be repaid or canceled in that month or
of Class C Notes.
For determining whether Class C Notes may be repaid or canceled while
Class A Notes of the same series are outstanding, the remaining available
subordinated amount of Class C Notes is equal to the sum of:
o the aggregate nominal liquidation amount of all Class C Notes of
that series that will remain outstanding after giving effect to the
repayment or cancelation of the Class C Notes of that series to be
repaid or canceled in that month;
o plus, the cumulative amount of all principal collections reallocated
to pay interest on outstanding subclasses of Class A Notes and Class
B Notes with respect to prior months and the current month, other
than reallocations that resulted in reductions in the nominal
liquidation amount of Class C Notes that have been repaid or
canceled or are to be repaid or canceled in that month or of Class B
Notes.
For determining whether Class C Notes may be repaid or canceled while
Class B Notes of the same series are outstanding, the remaining available
subordinated amount of Class C Notes is equal to the sum of:
o the aggregate nominal liquidation amount of all Class C Notes of
that series that will remain outstanding after giving effect to the
repayment or
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cancelation of the Class C Notes of that series to be repaid or
canceled in that month;
o plus, the cumulative amount of all principal collections reallocated
to pay interest on outstanding subclasses of Class A Notes and Class
B Notes, other then reallocations that resulted in reductions in the
nominal liquidation amount of Class C Notes that have been repaid or
canceled or are to be repaid or canceled in that month or of Class B
Notes.
The only exceptions to the limit on repayment of subordinated classes of a
multiple issuance series described in this subheading are when the senior
classes of Notes have been prefunded as described in "Deposit and Application
of Funds--Targeted deposits of principal collections to the principal funding
account--Prefunding of the Principal Funding Account of Senior Classes," and
when Class C Notes are paid with funds available from the applicable Class C
reserve subaccount as described in "Deposit and Application of
Funds--Withdrawals from the Class C reserve account."
LIMIT ON ALLOCATIONS OF PRINCIPAL COLLECTIONS OF ALL CLASSES OR SUBCLASSES OF
NOTES
No principal collections will be allocated to a class or subclass of
Notes if the nominal liquidation amount of that class or subclass is zero,
even if the stated principal amount of that class or subclass of Notes has not
been paid in full, but any funds in the applicable principal funding
subaccount that are not reallocated to other classes of that series, any funds
in the applicable interest funding subaccount, and in the case of Class C
Notes, any funds in the applicable Class C reserve account, will still be
available to pay principal of and interest on classes of Notes with a nominal
liquidation amount of zero. In addition, if excess finance charge collections
are available, they can be applied to reimburse reductions in the nominal
liquidation amount of a class of Notes resulting from reallocations of
principal collections to pay interest on senior classes of Notes, and from
charge-offs to the principal receivables held in the Master Trust.
TARGETED DEPOSITS TO THE CLASS C RESERVE ACCOUNT
The aggregate deposit targeted to be made to the Class C reserve account
in each month will be the sum of Class C reserve account deposits required to
be made for each class or subclass of Class C Notes. The amount of that
deposit and the circumstances that require that deposit to be made will be set
forth in the applicable supplement to this prospectus.
If the aggregate deposit actually made to the Class C reserve account is
less than the sum of the deposits required by each class of Class C Notes,
then the aggregate deposit will be allocated to each series that requires a
deposit pro rata based on the outstanding dollar principal amount of Class C
Notes in each of those series. Amounts allocated to the Class C reserve
account of each series will be deposited into the applicable Class C reserve
subaccount of that series pro rata based on the outstanding dollar principal
amount of each class of Class C Notes, and reallocated on the same basis, if
necessary, until all required deposits have been made to the Class C reserve
subaccounts in that series. Any excess allocations made to a series will be
reallocated to Class C Notes of other series pro rata based on outstanding
dollar principal amounts of the Class C Notes in those series, and allocated
in the manner described in the preceding sentence.
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WITHDRAWALS FROM THE CLASS C RESERVE ACCOUNT
Withdrawals will be made from the Class C reserve subaccounts, but in no
event more than the amount on deposit in the applicable Class C reserve
subaccount, in the following order:
o INTEREST, PAYMENTS WITH RESPECT TO DERIVATIVE AGREEMENTS FOR
INTEREST AND ACCRETION ON DISCOUNT NOTES. If the amount on deposit
in the interest funding subaccount for any class or subclass of
Class C Notes is insufficient to pay in full the amounts for which
withdrawals are required, an amount equal to the amount of the
deficiency will be withdrawn from the applicable Class C reserve
subaccount and applied to the deficiency.
o PRINCIPAL AND PAYMENTS WITH RESPECT TO DERIVATIVE AGREEMENTS FOR
PRINCIPAL. If the amount on deposit in the principal funding
subaccount for any class or subclass of Class C Notes is
insufficient to pay in full the amounts for which withdrawals are
required, an amount equal to the lesser of (i) the amount of the
deficiency and (ii) the amount by which the nominal liquidation
amount of the class or subclass of Class C Notes plus funds on
deposit in the applicable Class C principal funding subaccount is
less than the outstanding dollar principal amount of the subclass of
Class C Notes will be withdrawn from the applicable Class C reserve
subaccount and applied to the deficiency.
o PAYMENT TO ISSUER. Upon payment in full of any class or subclass of
Class C Notes, any amount on deposit in the applicable Class C
reserve subaccount will be paid to the Issuer.
PRO RATA PAYMENTS WITHIN A CLASS OR SUBCLASS
With respect to single issuance series, all Notes of a class will receive
payments of principal and interest pro rata based on the outstanding dollar
principal amount of each Note in that class. With respect to multiple issuance
series, all Notes of a subclass will receive payments of principal and
interest pro rata based on the outstanding dollar principal amount of each
note in that subclass.
TARGETED REINVESTMENT IN THE COLLATERAL CERTIFICATE
If the aggregate outstanding dollar principal amount of Notes in any
month exceeds the invested amount of the Collateral Certificate plus the
aggregate amount on deposit in the principal funding account on that date, the
amount of finance charge collections required to be reinvested in the
Collateral Certificate under the fourth item under "--Allocation of finance
charge collections to accounts" is equal to the amount of that excess.
In addition, an amount equal to accretions on all discount Notes is
targeted to be reinvested in the Collateral Certificate. These reinvestments
are made from withdrawals from interest funding subaccounts established for
discount Notes and, if applicable, from withdrawals from Class C reserve
subaccounts established for Class C discount Notes.
FINAL PAYMENT OF THE NOTES
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If the nominal liquidation amount of a class of Notes is greater than
zero on its legal maturity date, the Indenture Trustee will cause the Master
Trust Trustee to sell credit card receivables in an amount of up to 110% of
that class's nominal liquidation amount. The net proceeds of the sale will be
deposited into the principal funding subaccount for the applicable class of
Notes, and may be reallocated to the principal funding accounts of senior
classes of Notes of the same series. Upon a sale of credit card receivables,
the nominal liquidation amount of the applicable class of Notes will be
reduced to zero.
If the nominal liquidation amount of a class of Notes is zero on its
legal maturity date, after giving effect to any sale of credit card
receivables by the Master Trust and the distribution of all funds allocable to
that class and on deposit in its principal funding subaccount, then the
holders of those Notes will have no further right or claim, and the Issuer
will have no further obligation or liability, with respect to those Notes.
COVENANTS, EVENTS OF DEFAULT AND
EARLY REDEMPTION EVENTS
ISSUER COVENANTS
The Issuer will not, among other things
o except as expressly permitted by the indenture or related documents,
sell, transfer, exchange or otherwise dispose of any of the assets
of the Issuer that constitutes collateral for the Notes, unless
directed to do so by the Indenture Trustee,
o claim any credit on or make any deduction from the principal and
interest payable on the Notes, other than amounts withheld under the
Internal Revenue Code or other applicable tax law,
o voluntarily dissolve or liquidate, or
o permit (A) the validity or effectiveness of the indenture to be
impaired or permit any person to be released from any covenants or
obligations with respect to the Notes under the indenture except as
may be expressly permitted by the indenture, (B) any lien, charge,
excise, claim, security interest, mortgage or other encumbrance to
be created on or extend to or otherwise arise upon or burden the
collateral for the Notes or proceeds thereof except as may be
created by the terms of the indenture or (C) the lien of the
indenture not to constitute a valid first priority perfected
security interest in the assets of the Issuer that secure the Notes.
The Issuer may not engage in any activity other than the activities
specified under "The Issuer." The Issuer will not incur, assume or guarantee
any indebtedness other than indebtedness incurred on the Notes and under the
indenture.
EVENTS OF DEFAULT
Each of the following events is an "event of default" for any class of
Notes:
o the Issuer's failure, uncured after five business days, to pay
interest on any Note
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of that class when due;
o the Issuer's failure to pay the stated principal amount of any Note
of that class on its legal maturity date;
o the Issuer's default in the performance, or breach, uncured 60 days
after written notice by the Indenture Trustee or by the holders of
10% of the aggregate outstanding dollar principal amount of the
outstanding Notes of the affected class, of any other of its
covenants or warranties in the indenture -- other than a covenant or
warranty included in the indenture solely for the benefit of series
or classes of Notes other than that particular series or class --
and that default or breach is materially adverse to those
Noteholders;
o the occurrence of certain events of bankruptcy, insolvency or
reorganization of the Issuer; or
o any additional events of default specified in the applicable
supplement to this prospectus for that class.
Failure to pay the full stated principal amount of a Note on its expected
principal payment date will not constitute an event of default. An event of
default with respect to one series or class of Notes will not necessarily be
an event of default with respect to any other series or class of Notes.
The occurrence of some events of default involving the bankruptcy or
insolvency of the Issuer results in an automatic acceleration of all of the
Notes. If other events of default occur and are continuing, either the
Indenture Trustee or the holders of at least 25% in aggregate outstanding
dollar principal amount of the Notes of that series or class may declare the
principal of all those outstanding Notes to be immediately due and payable.
This declaration of acceleration may generally be rescinded by the holders of
a majority in aggregate outstanding dollar principal amount of outstanding
Notes of that series or class.
Following an acceleration of any class of Notes, unless the special
provisions applicable to Class C Notes described below apply:
o Noteholders will not have the ability to cause the sale of receivables by
the Master Trust until the applicable legal maturity date;
o except as provided below, the Issuer will continue to hold the Collateral
Certificate, and distributions on the Collateral Certificate will
continue to be applied in accordance with the regular distribution
provisions of the indenture;
o principal will be paid on the accelerated class of Notes to the extent
funds are received from the Master Trust and allocated to the accelerated
class, and payment is permitted by the subordination provisions of the
accelerated class;
o if payment to the accelerated class is not permitted by the subordination
provisions, funds payable to the accelerated class will be accumulated in
the principal funding account for the accelerated class, and accumulation
of principal collections for the senior class or classes will begin and
will continue as long as necessary to permit
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funds in the principal funding account for the accelerated class to be
released to the Noteholders;
o while funds are accumulating in the principal funding account for the
accelerated class, those funds will be available for reallocation to pay
interest on senior classes of Notes, although excess finance charge
collections can be used to reimburse any such reallocations; and
o upon the legal maturity date of the accelerated Notes, if the Notes have
not been paid in full and if the Notes have a nominal liquidation amount
in excess of zero, the usual remedies will apply.
In the case of an accelerated class of Class C Notes, the Indenture
Trustee may, and at the direction of the majority of the Class C Noteholders
of that class will, cause the sale of credit card receivables by the Master
Trust in an amount of up to 110% of the nominal liquidation amount of the
accelerated class of Class C Notes, but with the following limitations:
o A sale would be permitted only if at least one of the following
conditions is met:
- 90% of the holders of the accelerated class of Class C Notes
consent; or
- the proceeds of the sale would be sufficient to pay all
outstanding amounts due on the accelerated class of Class C
Notes; or
- the Indenture Trustee determines that the funds to be allocated
to the accelerated class of Class C Notes, taking into account
finance charge collections and principal collections allocable
to the Collateral Certificate, payments to be received under
derivative agreements and amounts on deposit in the applicable
principal funding subaccount, interest funding subaccount and
Class C reserve subaccount is not likely to be sufficient to
make payments on the accelerated Class C Notes when due, and
two-thirds of the holders of the accelerated class of Class C
Notes consent to the sale.
o If the net proceeds of the sale of receivables would be less than
the portion of the required subordinated amount which those Class C
Notes provide to outstanding Class A Notes and Class B Notes of that
series, the sale will be delayed and a partial accumulation of
principal collections in the principal funding account for the Class
A Notes and Class B Notes will occur. The sale of receivables will
not occur until the proceeds from the sale will be sufficient to
provide the required subordinated amount of Class C Notes for the
outstanding dollar principal amount of Class A Notes and Class B
Notes which are not covered by cash on deposit in the principal
funding account.
o When the sale of receivables occurs, the proceeds will be retained
in the Class C principal funding account to the extent and for so
long as they are required to provide the required subordinated
amount for the outstanding Class A Notes and Class B Notes, but the
proceeds may be reallocated to the
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principal funding subaccounts of senior classes of Notes.
Accumulation of principal collections in the principal funding
account for the Class A Notes and Class B Notes will begin and will
continue as long as necessary to permit funds in the Class C
principal funding account to be released to the applicable Class C
Noteholders. Upon the deposit of the proceeds of the sale of the
credit card receivables to the applicable principal funding
subaccount of the accelerated Class C Notes, the nominal liquidation
amount of the accelerated class will be reduced to zero. While funds
are accumulating in the principal funding account, those funds will
be available for reallocation to pay interest on Class A and Class B
Notes, although excess finance charge collections can be used to
reimburse any such reallocations. If the Class C Notes have not been
fully paid by their legal maturity date, their only further right to
payment will be any balance then in their principal funding account.
The holders of a majority in aggregate outstanding dollar principal
amount of any accelerated class of Notes have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Indenture Trustee, or exercising any trust or power conferred on the Indenture
Trustee. This right may be exercised only if the direction provided by the
Noteholders does not conflict with applicable law or the indenture or have a
substantial likelihood of involving the Indenture Trustee in personal
liability.
Generally, if an event of default occurs and any Notes are accelerated,
the Indenture Trustee is not obligated to exercise any of its rights or powers
under the indenture unless the holders of affected Notes offer the Indenture
Trustee reasonable indemnity. Upon acceleration of the maturity of a series or
class of Notes following an event of default, the Indenture Trustee will have
a lien on the collateral for those Notes ranking senior to the lien of those
Notes for its unpaid fees and expenses.
The Indenture Trustee has agreed, and the Noteholders will agree, that
they will not at any time institute against the Issuer, the Banks or the
Master Trust any bankruptcy, reorganization or other proceeding under any
federal or state bankruptcy or similar law.
EARLY REDEMPTION EVENTS
The Issuer is required to redeem in whole to the extent that funds are
available for that purpose, otherwise in part, any class of Notes of a series
upon the occurrence of an early redemption event with respect to that class.
Early redemption events include the following:
o the occurrence of a Note's expected principal payment date;
o each of the early amortization events applicable to the Collateral
Certificate, as described under "The Master Trust--Early
Amortization Events";
o mandatory prepayment of the entire Collateral Certificate resulting
from a breach of a representation or warranty by the Banks under the
pooling and servicing agreement;
o the amount of surplus finance charge collections averaged over any
three consecutive months is less than the required surplus finance
charge amount for
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the most recent month;
o the Banks fail to maintain the weighted average interest rate
applicable to the credit card accounts in the Master Trust at a
level at least 6% higher than the weighted average interest rate
applicable to all of the investor certificates issued by the Master
Trust -- other than the Collateral Certificate -- and the Notes;
o the Issuer becomes an "investment company" within the meaning of the
Investment Company Act of 1940, as amended;
o the aggregate nominal liquidation amount of Class B Notes of a
series is reduced to ___ % or less of the initial nominal
liquidation amount of outstanding Class B Notes of that series;
o if the Notes of that class have the benefit of a derivative
agreement, any derivative counterparty defaults on any of its
payment obligations under that agreement and the default continues
for the period established in that agreement; or
o any additional early redemption event specified in a supplement to
this prospectus.
The redemption price of a Note so redeemed will be the outstanding dollar
principal amount of that Note, plus accrued or accreted but unpaid interest on
that Note to but excluding the date of redemption, which will be the next
monthly principal date. If the amount of principal collections and finance
charge collections of credit card receivables allocable to the class of Notes
to be redeemed together with funds on deposit in the applicable principal
funding subaccount and interest funding subaccount are insufficient to pay the
redemption price in full on the next monthly principal date after giving
effect to subordination and allocations to any other Notes ranking equally
with that Note, monthly payments on the Notes to be redeemed will thereafter
be made on each monthly principal date until the stated principal amount of
the Notes plus all accrued and unpaid interest is paid in full, or the legal
maturity date of the Notes occurs, whichever is earlier. However, no principal
collections will be allocated to a class of Notes if its nominal liquidation
amount is zero, even if the stated principal amount of that class has not been
paid in full, but any funds in the applicable principal funding subaccount
that are not reallocated to other classes of that series, any funds in the
applicable interest funding subaccount, and in the case of Class C Notes, any
funds in the applicable Class C reserve account, will still be available to
pay principal of and interest on classes of Notes with a nominal liquidation
amount of zero. In addition, if excess finance charge collections are
available, they can be applied to reimburse reductions in the nominal
liquidation amount of a class of Notes resulting from reallocations of
principal collections to pay interest on senior classes of Notes, and from
charge-offs to the principal receivables held in the Master Trust.
Payments on redeemed Notes will be made in the same priority as described
in "The Notes--Subordination of Principal." The Issuer will give notice to
holders of the affected Notes before an early redemption date.
MEETINGS, VOTING AND AMENDMENTS
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MEETINGS
The Indenture Trustee may call a meeting of the holders of Notes of a
series or class at any time. The Indenture Trustee will call a meeting upon
request of the Issuer or the holders of at least 10% in aggregate outstanding
dollar principal amount of the outstanding Notes of the series or class. In
any case, a meeting will be called after notice is given to holders of Notes
in accordance with "Notices and Reports--Notices" above.
The quorum for a meeting is a majority of the holders of the outstanding
dollar principal amount of the Notes, the series of Notes or the class of
Notes that is to have the meeting, as the case may be, unless a higher
percentage is specified for approving action taken at the meeting, in which
case the quorum is the higher percentage.
VOTING
Any action or vote to be taken by the holders of a majority or larger
specified percentage of the Notes, any series of Notes or any class of Notes
may be adopted by the affirmative vote of the holders of a majority or the
applicable larger specified percentage in aggregate outstanding dollar
principal amount of the outstanding Notes, of that series or of that class, as
the case may be.
Any action or vote taken at any meeting of holders of Notes duly held in
accordance with the indenture will be binding on all holders of the affected
Notes or the affected series or class of Notes, as the case may be.
Notes held by the Issuer, either Bank, or their affiliates will not be
deemed outstanding for purposes of voting or calculating quorum at any meeting
of Noteholders.
AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT
The Banks and the Master Trust Trustee may amend the pooling and
servicing agreement and any supplement to that agreement without the consent
of the investor certificateholders so long as the Master Trust Trustee
receives an opinion of counsel that the amendment will not materially
adversely affect the interests of the investor certificateholders and the
rating agencies confirm that the amendment will not cause the rating assigned
to any outstanding series or class to be withdrawn or reduced. Accordingly,
neither the Issuer nor any holder of any Note will be entitled to vote on any
such amendment.
The pooling and servicing agreement and any supplement to that agreement
may also be amended with the consent of investor certificateholders holding
not less than 662/3% of the aggregate outstanding dollar principal amount of
the investor certificates of all adversely affected series for the purpose of
adding, changing or eliminating any provisions of the agreement or any
supplement or of modifying the rights of those investor certificateholders.
However, no amendment may
o reduce the amount of, or delay the timing of, any distribution to be
made to investor certificateholders or the amount available under
any series enhancement without the consent of each affected investor
certificateholder,
o change the definition or the manner of calculating the interest of
any investor certificate without the consent of each affected
investor certificateholder,
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o reduce the percentage of investor certificateholders required to
consent to any amendment without the consent of each investor
certificateholder, or
o adversely affect the rating of any series or class of investor
certificates without the consent of investor certificateholders
holding not less than 662/3% of the aggregate outstanding dollar
principal amount of that series or class.
FOR PURPOSES OF ANY VOTE OR CONSENT UNDER THE POOLING AND SERVICING AGREEMENT
o that requires the consent or vote of each holder of an investor
certificate, each holder of a Note will be treated as a holder of an
investor certificate under the pooling and servicing agreement;
o that requires the consent or vote of any series of investor
certificates, each series of Notes will be treated as a series of
investor certificates under the pooling and servicing agreement; and
o that requires the consent or vote of any class of investor
certificates, each class of Notes of a single issuance series and
each subclass of Notes of a multiple issuance series will be treated
as a class of investor certificates under the pooling and servicing
agreement.
AMENDMENTS TO THE INDENTURE
The Issuer and the Indenture Trustee may modify and amend the indenture
or any supplemental indenture with the consent of the holders of not less than
a majority in aggregate dollar principal amount of the outstanding Notes of
each series affected by that modification or amendment. However, if the
modification or amendment would result in any of the following events
occurring, it may be made only with the consent of the holders of each
outstanding Note affected by the modification or amendment:
o a change in the maturity of the principal of, or any installment of
principal of or interest on, any Note or any change in a mandatory
redemption or expected principal payment date;
o a reduction of the stated principal amount, outstanding dollar
principal amount or nominal liquidation amount of, or interest rate
on, any Note;
o an impairment of the right to institute suit for the enforcement of
any payment on any Note;
o a reduction of the percentage in outstanding dollar principal amount
of Notes of any series or class, the consent of whose holders is
required for modification or amendment of the indenture or any
supplemental indenture or for waiver of compliance with provisions
of the indenture or supplemental indenture or for waiver of
defaults;
o permission is given to create any lien ranking prior to the lien of
the indenture or terminate the lien of the indenture;
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o a change in any obligation of the Issuer to maintain an office or
agency in the places and for the purposes required by the indenture;
or
o a change in the method of computing the amount of principal of, or
interest on, any Note on any date.
The Issuer and the Indenture Trustee may also modify and amend the
indenture or enter into supplemental indentures without the consent of any
holders of outstanding Notes to cure ambiguities or to make minor corrections,
to provide for the issuance of Notes and to do any other things that would not
adversely affect, in any material effect, the interests of the holders of
outstanding Notes. In addition, without the consent of any holders of
outstanding Notes, the Issuer may change the amount of subordination available
for any class of Notes of a multiple issuance series so long as the Issuer has
received confirmation from the rating agencies that the change in
subordination will not result in the rating assigned to any outstanding Notes
to be withdrawn or reduced.
The holders of a majority in aggregate outstanding dollar principal
amount of the outstanding Notes of a series may waive, on behalf of the
holders of all the Notes of that series, compliance by the Issuer with
specified restrictive provisions of the indenture.
The holders of a majority in aggregate outstanding dollar principal
amount of the outstanding Notes of an affected series or class may, on behalf
of all holders of Notes of that series or class, waive any past default under
the indenture with respect to Notes of that series or class. However, the
consent of the holders of all outstanding Notes of a class is required to
waive any past default in the payment of principal of, or interest on, any
Note of that class or in respect of a covenant or provision of the indenture
which cannot be modified or amended without the consent of the holders of each
outstanding Note of that class.
AMENDMENTS TO THE TRUST AGREEMENT
The Banks and the Issuer Trustee may amend the trust agreement without
the consent of the Noteholders so long as the Indenture Trustee receives an
opinion of counsel that the amendment will not materially adversely affect the
interests of the Noteholders and the rating agencies confirm that the
amendment will not cause the rating assigned to any outstanding series or
class of Notes to be withdrawn or reduced. Accordingly, neither the Indenture
Trustee nor any holder of any Note will be entitled to vote on any such
amendment.
The trust agreement may also be amended with the consent of Noteholders
holding not less than 662/3% of the aggregate outstanding dollar principal
amount of the Notes of all adversely affected series for the purpose of
adding, changing or eliminating any provisions of the agreement or of
modifying the rights of those investor certificateholders.
TAX OPINIONS FOR AMENDMENTS
No amendment to the indenture, the pooling and servicing agreement or the
trust agreement will be effective unless the Issuer has delivered to the
Indenture Trustee and the rating agencies an opinion of counsel that:
o for Federal and South Dakota income and franchise tax purposes (1)
the
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amendment will not adversely affect the characterization as debt of
any outstanding series or class of investor certificates issued by
the Master Trust, other than the Collateral Certificate, (2) the
amendment will not cause a taxable event to holders of investor
certificates and (3) following the amendment, the Master Trust will
not be an association, or publicly traded partnership, taxable as a
corporation; and
o for Federal and Delaware income and franchise tax purposes (1)
following the amendment, the Issuer will not be an association, or
publicly traded partnership, taxable as a corporation, and (2) the
amendment will not adversely affect the characterization of the
Notes of any series or class as debt and will not cause a taxable
event to holders of any Notes.
NOTICES AND REPORTS
ADDRESSES FOR NOTICES
Notices to holders of Notes will be given by mail sent to the addresses
of the holders as they appear in the security register.
ISSUER'S ANNUAL COMPLIANCE STATEMENT
The Issuer is required to furnish annually to the Indenture Trustee a
statement concerning its performance or fulfillment of covenants, agreements
or conditions in the indenture as well as the presence or absence of defaults
under the indenture.
INDENTURE TRUSTEE'S ANNUAL REPORT
The Indenture Trustee is required to mail each year to all registered
Noteholders a report concerning
o its eligibility and qualifications to continue as trustee under the
indenture,
o any amounts advanced by it under the indenture,
o the amount, interest rate and maturity date or indebtedness owing by
the Issuer to it in the Indenture Trustee's individual capacity,
o the property and funds physically held by it as Indenture Trustee,
o any release or release and substitution of collateral subject to the
lien of the indenture which has not previously been reported, and
o any action taken by it that materially affects the Notes and that
has not previously been reported.
LIST OF NOTEHOLDERS
Three or more holders of Notes of any series, each of whom has owned a
Note for at least six months, may, upon written request to the Indenture
Trustee, obtain access to the current list of Noteholders of the Issuer for
purposes of communicating with other Noteholders concerning their rights under
the indenture or the Notes. The Indenture Trustee may elect not to give the
requesting Noteholders access to the list if it agrees to mail the desired
communication or proxy to all applicable Noteholders.
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REPORTS
Each month, the Issuer will file with the Securities and Exchange
Commission a report containing information on the Notes and the collateral
securing the Notes. This report will not be sent to Noteholders. See "Where
You Can Find Additional Information" for information as to how these reports
may be accessed.
On or before January 31 of each calendar year, the paying agent, on
behalf of the Indenture Trustee, will furnish to each person who at any time
during the prior calendar year was a Noteholder of record a statement
containing the information required to be provided by an issuer of
indebtedness under the Internal Revenue Code. See "Tax Matters."
THE MASTER TRUST
Citibank Credit Card Master Trust I is a New York common law trust formed
by Citibank (South Dakota) and Citibank (Nevada) in May 1991 to securitize a
portion of their portfolios of credit card receivables.
The Master Trust is operated pursuant to a pooling and servicing
agreement among Citibank (South Dakota), as seller and servicer, Citibank
(Nevada), as seller, and Bankers Trust Company, as trustee.
The Master Trust does not engage in any activity other than acquiring and
holding trust assets and the proceeds of those assets, issuing series of
investor certificates, making distributions and related activities.
The Master Trust has no employees and does not conduct unrelated
business activities.
MASTER TRUST ASSETS
The Master Trust assets consist primarily of credit card receivables
arising in a portfolio of revolving credit card accounts that meet the
eligibility requirements specified in the pooling and servicing agreement, and
collections on the accounts. The Banks sell and assign the credit card
receivables to the Master Trust. The receivables arise in accounts that are
generated under MasterCard International or VISA programs. The accounts are
originated by Citibank (South Dakota) or purchased by it from other credit
card issuers.
The credit card accounts are owned by Citibank (South Dakota) but a
participation in the credit card receivables in some of the accounts have been
sold to Citibank (Nevada) before their conveyance to the Master Trust. The
accounts have been selected from substantially all of the eligible accounts in
Citibank (South Dakota)'s credit card portfolio. Citibank (South Dakota)
believes that the accounts are representative of the eligible accounts in its
portfolio and that the inclusion of the accounts, as a whole, does not
represent an adverse selection by it from among the eligible accounts. See
"The Master Trust Receivables and Accounts" attached as Annex I to the
supplement to this prospectus for financial information on the receivables and
the accounts.
The Banks are compensated for the transfer of the credit card receivables
to the Master Trust from two sources: (1) the net cash proceeds received by
the Banks, as owners of the Sellers'
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Interest, from the sale to third party investors of certificates representing
beneficial ownership interests in receivables held through the Master Trust
and (2) the increase in the amount of the Sellers' Interest, which represents
the beneficial interest in the pool of receivables retained by the Banks and
not sold to third party investors.
The Banks may, at their option, designate additional credit card accounts
to the Master Trust, the receivables in which will be sold and assigned to the
Master Trust. This type of designation is referred to as a "lump addition."
Since the creation of the Master Trust, the Banks have made lump additions
that, in the aggregate, included approximately $34.99 billion of principal
receivables and may make lump additions in the future.
In addition, the Banks are required to make a lump addition if as of the
end of any calendar week the total amount of principal receivables in the
Master Trust is less than the amount required by the rating agencies that rate
the certificates purchased by the investors. After a required lump addition,
the total amount of principal receivables in the Master Trust will be at least
equal to the required amount. A lump addition consists of
o credit card receivables arising in eligible accounts in Citibank
(South Dakota)'s credit card portfolio,
o credit card receivables arising in portfolios of revolving credit
card accounts acquired by the Banks from other credit card issuers,
o credit card receivables arising from nonpremium and premium
MasterCard and VISA credit card accounts previously transferred by
the Banks to other trusts formed by the Banks which have reached
their maturity dates,
o credit card receivables arising in any other revolving credit card
accounts of a type that has previously not been included in the
accounts, and
o participations representing undivided interests in a pool of assets
primarily consisting of revolving credit card accounts and
collections on those accounts.
The Banks may also designate newly originated credit card accounts -- or
"new accounts" -- to be included as accounts, if they meet the conditions in
the pooling and servicing agreement. The number of new accounts designated for
any quarterly period may not exceed 15% of the number of accounts as of the
first day of that period, and the number of new accounts designated during any
calendar year may not exceed 20% of the number of accounts as of the first day
of that calendar year, unless the rating agencies otherwise consent. Since the
creation of the Master Trust, the Banks have designated new accounts and the
Banks may continue to do so in the future.
Credit card accounts designated to the Master Trust in the future may
have different eligibility criteria from those used in selecting the initial
accounts and may not be accounts of the same type previously included in the
Master Trust. Therefore, we can not provide any assurance that additional
accounts will be of the same credit quality as the accounts currently
designated to the Master Trust. These additional accounts may contain
receivables that consist of fees, charges and amounts which are different from
the fees, charges and amounts applicable to the accounts previously designated
to the Master Trust. These additional accounts may also have different credit
limits, balances and ages. In addition, the inclusion in the Master Trust of
additional accounts with lower periodic finance charges may reduce the
portfolio yield of the Master Trust receivables. The Banks intend to file with
the Securities and Exchange
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Commission, on behalf of the Master Trust, a Current Report on Form 8-K with
respect to any addition of accounts that would have a material effect on the
composition of the accounts.
The Banks may remove the receivables in some of the credit card accounts,
if they meet the conditions in the pooling and servicing agreement. These
conditions include:
o the rating agencies confirm that the removal will not cause the
rating assigned to any outstanding series or class of investor
certificates to be withdrawn or reduced, and
o the Banks deliver an officers' certificate that the Banks reasonably
believe that the removal will not (1) cause an early amortization
event or a reduction of the amount of finance charge collections for
any series of investor certificates below the level required by the
rating agencies that have rated the certificates issued by the
Master Trust or (2) adversely affect the amount or timing of
payments to investor certificateholders of any series.
Citibank (South Dakota), as owner of the credit card accounts, has the
right to change or terminate any terms, conditions, services or features of
the accounts, including increasing or decreasing periodic finance charges or
minimum payments.
Citibank (South Dakota) has agreed that, except as otherwise required by
law or it deems necessary to maintain its credit card business on a
competitive basis, it will not take actions that reduce the portfolio yield on
the receivables in the Master Trust to be less than the sum of
o the weighted average certificate rate of each class of investor
certificates of each series, and
o the weighted average of the net servicing fee rate allocable to each
class of investor certificates of each series.
In addition, Citibank (South Dakota) has agreed that, unless required by
law, it will not reduce the portfolio yield to less than the highest
certificate rate for any outstanding series or class of investor certificates.
Citibank (South Dakota) has also agreed that it will change the terms relating
to the credit card accounts designated to the Master Trust only if that change
is made applicable to a comparable segment of the portfolio of accounts with
similar characteristics owned or serviced by Citibank (South Dakota), and not
only to the accounts designated to the Master Trust.
On the issuance date for a series of investor certificates the Banks make
representations and warranties to the Master Trust relating to the credit card
receivables and accounts, including the following:
o each account was an eligible account generally as of the date the
receivables arising in that account were initially conveyed to the
Master Trust,
o each of the receivables then existing in the accounts is an eligible
receivable, and
o as of the date of creation of any new receivable, that receivable is
an eligible receivable.
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If the Banks breach any of these representations or warranties and the breach
has a material adverse effect on the investor certificateholders' interest,
the receivables in the affected account will be reassigned to the Banks if the
breach remains uncured after a specified cure period. In general, the Sellers'
Interest will be reduced by the amount of the reassigned receivables.
Each Bank also represents and warrants to the Master Trust that as of the
issuance date for a series of investor certificates the pooling and servicing
agreement and related series supplement create a valid sale, transfer and
assignment to the Master Trust of all right, title and interest of that Bank
in the receivables or the grant of a first priority perfected security
interest in those receivables under the Uniform Commercial Code. If the Banks
breach this representation and warranty and the breach has a material adverse
effect on the investor certificateholders' interest, the Master Trust Trustee
or the holders of the investor certificates may direct the Banks to accept the
reassignment of the receivables in the Master Trust. The reassignment price
will generally be equal to the aggregate invested amount of all series of
investor certificates, including the Collateral Certificate, issued by the
Master Trust, plus accrued and unpaid interest on those certificates.
We can not assure that all of the credit card accounts designated to the
Master Trust will continue to meet the eligibility requirements that were
satisfied upon their inclusion in the Master Trust throughout the life of the
Master Trust.
THE SERVICER
The pooling and servicing agreement designates Citibank (South Dakota) to
service the credit card accounts on behalf of the Master Trust. The servicer
is required to service the accounts in accordance with customary and usual
procedures for servicing credit card receivables. Its duties include billing,
collecting and recording payments on the receivables, communicating with
cardholders, investigating payment delinquencies on accounts, maintaining
records for each cardholder account and other managerial and custodial
functions.
The servicer also deposits collections on the receivables into a
collection account maintained for the Master Trust, calculates amounts from
those collections to be allocated to each series of investor certificates
issued by the Master Trust and prepares monthly reports.
If the servicer defaults in the performance of its duties then the
servicer may be terminated and the Master Trust Trustee or a third party
meeting the eligibility requirements specified in the pooling and servicing
agreement will replace the servicer.
The servicer receives a monthly fee as compensation for its servicing
activities. For each series of investor certificates, including the Collateral
Certificate, the servicer receives monthly compensation generally equal to
o 0.37% per annum of the invested amount of the investor certificates
of that series so long as Citibank (South Dakota) or an affiliate is
the servicer, or 0.77% per annum if there is a different servicer,
plus
o the investor certificateholders portion of finance charge
collections that is attributable to interchange up to a maximum
amount equal to 1.50% per
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annum of the invested amount of the investor certificates of
that series.
The servicer's fee is paid from the finance charge collections allocated
to each series. The servicer is responsible to pay from its servicing
compensation expenses of the Master Trust, including the fees and expenses of
the Master Trust Trustee and independent accountants.
For a description of the credit card business conducted by the servicer,
see "The Credit Card Business of Citibank (South Dakota)" attached as Annex I
to this prospectus.
MASTER TRUST ISSUANCES
The Master Trust is permitted to issue multiple series of investor
certificates. Each series represents an undivided ownership interest in the
assets of the Master Trust. The terms of each series are determined at the
time of issuance and are contained in a supplement to the pooling and
servicing agreement.
The Collateral Certificate -- which is the Issuer's primary source of
funds for payments on the Notes -- is a series of investor certificates.
The ability of the Banks to issue a new series is limited by some
conditions, including the condition that the issuance not cause the rating
assigned to any outstanding series or class of investor certificates by the
rating agencies to be withdrawn or reduced.
The residual economic interest in the Master Trust not represented by the
investor certificates is called the Sellers' Interest. The Sellers' Interest
is owned by the Banks.
ALLOCATION OF COLLECTIONS, LOSSES AND FEES
Cardholder payments received each month are separated into principal
collections and finance charge collections.
In general, finance charge collections, principal collections, losses and
expenses are allocated to the investor certificates, including the Collateral
Certificate, and to the Sellers' Interest as follows:
o first, collections of finance charge receivables and collections of
principal receivables are allocated among the different series of
certificates issued by the Master Trust, including the Collateral
Certificate pro rata based on the invested amount of each series;
and
o second, following the allocation to each series, collections of
finance charge receivables and principal receivables are further
allocated between the investors in the series and the Sellers'
Interest on a similar basis.
There is an exception to the pro rata allocations described in the
preceding paragraph. In the Master Trust, when an investor's investment in
principal receivables begins to amortize, a special allocation procedure is
followed. In this case, collections of principal receivables continue to be
allocated between investors in the series and the Sellers' Interest as if the
invested amount of the series had not been reduced by principal collections
deposited to a principal funding account or paid to investors. Allocations of
principal collections between the investors in a series and the Sellers'
Interest is based on the invested amount of the series
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"fixed" at the time immediately prior to the first deposit of principal
collections into a principal funding account or the time immediately before
the first payment of principal collections to investors. Distributions of
ongoing collections of finance charge receivables, as well as losses and
expenses, however, are not allocated on this type of a fixed basis.
Principal collections that are allocated to any series of investor
certificates , including the Collateral Certificate, are first used to pay any
principal of those investor certificates, or in the case of the Collateral
Certificates, the Notes, if due, and any excess is then reallocated to pay
principal of any other series of investor certificates that has a shortfall of
principal collections, including the Collateral Certificate. Principal
collections that are not needed to pay investor certificates or Notes are
generally reinvested in newly generated credit card receivables.
For the application of finance charge collections and principal
collections that are allocated to the Collateral Certificate, see "Deposit and
Application of Funds."
EARLY AMORTIZATION EVENTS
An early payout of principal to investor certificateholders of a series,
including the Collateral Certificate, will occur under the circumstances
specified in the pooling and servicing agreement. Each condition is described
as an "early amortization event." Early amortization events include:
o the failure of either Bank to (1) make any payment or deposit
required under the pooling and servicing agreement or the related
series supplement within five business days after the payment or
deposit was required to be made or (2) observe or perform any of its
other covenants or agreements in the pooling and servicing agreement
or series supplement, which failure has a material adverse affect on
investors and continues unremedied for 60 days after notice;
o a breach of any representation or warranty made by the Banks in the
pooling and servicing agreement or related series supplement which
continues to be incorrect in any material respect for 60 days after
notice;
o the occurrence of certain bankruptcy events relating to either Bank,
referred to as "insolvency events;"
o the failure by the Banks to make a lump addition within five
business days after the date it was required to be made;
o the Master Trust becomes an "investment company" within the meaning
of the Investment Company Act of 1940;
o the occurrence of a servicer default by Citibank (South Dakota); and
o either of the Banks is unable to transfer credit card receivables to
the Master Trust.
A series of investor certificates may have additional early amortization
events applicable to that series.
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After an early amortization event occurs, principal collections will be
used to make monthly payments of principal to the investor certificateholders
of that series until the earlier of payment of the outstanding principal
amount of the certificates of that series and its legal maturity date. See
"--Optional Termination; Final Payment of Principal " below. An early
amortization event for the Collateral Certificate is also an early redemption
event for the Notes. See "Covenants, Events of Default and Early Redemption
Events --Early Redemption Events."
In addition to the consequences of an early amortization event described
in the preceding paragraph, if an insolvency event occurs the Banks will
immediately cease to transfer credit card receivables to the Master Trust.
After that time, the Master Trust Trustee will sell the credit card
receivables in the Master Trust in a commercially reasonable manner and on
commercially reasonable terms unless holders of 50% of the unpaid principal
amount of investor certificates of each class of each series including the
Collateral Certificate, the Banks -- other than the insolvent Bank -- and each
other holder, if any, of an interest in the Master Trust, give the Master
Trust Trustee other instructions. The proceeds of that sale or liquidation
will be applied to payments on the investor certificates.
OPTIONAL TERMINATION; FINAL PAYMENT OF INVESTOR CERTIFICATES
The Banks may repurchase the investor certificates of a series if the
invested amount of the certificates of that series is five percent or less of
the initial aggregate principal amount of the investor certificates. The
purchase price will be equal to the invested amount, plus accrued interest.
If the invested amount of the investor certificates of a series is
greater than zero on its legal maturity date, the Master Trust Trustee will
sell credit cards receivables in an amount, generally, of up to 110% of the
invested amount. The net proceeds of the sale will be allocated to the
investor certificates. Sale proceeds allocable to the Collateral Certificate
will be treated as principal collections and allocated to the Notes.
TAX MATTERS
This section summarizes the material U.S. federal income tax consequences
to Noteholders. However, the discussion is limited in the following ways:
o The discussion only covers you if you buy your Notes in the initial
offering.
o The discussion only covers you if you hold your Notes as a capital
asset -- that is, for investment purposes -- and if you do not have
a special tax status.
o The discussion does not cover tax consequences that depend upon your
particular tax circumstances. You should consult your tax advisor
about the consequences of holding Notes in your particular
situation.
o The discussion is based on current law. Changes in the law may
change the tax treatment of the Notes.
o The discussion does not cover state, local or foreign law.
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o The discussion does not cover every type of Note that the Issuer
might issue. For example, it does not cover Notes with an expected
principal payment date within one year of issuance, foreign currency
Notes, or Notes which are not to be characterized as debt for
Federal income tax purposes. If your Notes are of a type not
described in this summary, additional tax information will be
provided in the applicable supplement to this prospectus.
o The discussion does not apply to Notes issued at more than a small
discount from their stated principal amount. More precisely, the
discussion applies only if the discount is less than 1/4% times the
number of full years from the issue date to the expected principal
payment date of the Notes. This discount is referred to as "de
minimis OID." If the discount on your Notes exceeds this de minimis
amount, the original issue discount (OID) rules of the Internal
Revenue Code will apply and additional information will be
provided in a supplement to this prospectus.
o The discussion does not apply to you if you are a non-U.S.
Noteholder and if you (a) own 10% or more of the voting stock
of Citigroup Inc. (b) are a "controlled foreign corporation" with
respect to Citigroup, (c) are related to holders of any equity
interest in the Issuer other than the Banks, (d) are related to any
holder of any equity interest in the Master Trust other than the
Issuer or the Banks or (e) are a bank making a loan in the
ordinary course of its business.
o There is no authority concerning many of the tax issues concerning
the Issuer and the Notes. We have not requested a ruling from the
Internal Revenue Service on the tax consequences of owning the
Notes. As a result, the Internal Revenue Service could disagree with
portions of this discussion.
Because of these limitations, and because of the uncertainties described
below under the subheading "Other Possible Tax Characterizations," we strongly
encourage you to consult your tax advisor before purchasing Notes.
TAX CHARACTERIZATION OF THE NOTES
Cravath, Swaine & Moore, special federal tax counsel to the Banks and the
Issuer, referred to in this capacity as "tax counsel," will provide an opinion
to the Issuer that the Notes are properly characterized as indebtedness for
federal income tax purposes. In addition, Noteholders will agree, by acquiring
Notes, to treat the Notes as debt of the Banks for federal, state and local
income and franchise tax purposes. The Banks agree to treat the Notes in the
same manner for these purposes, although they will treat the Notes as equity
for certain nontax purposes.
TAX CHARACTERIZATION OF THE ISSUER
Tax counsel will provide an opinion that the Issuer will not be an
association -- or publicly traded partnership -- taxable as a corporation for
federal income tax purposes. As a result, the Issuer will not have to pay
federal income tax.
The precise tax characterization of the Issuer for federal income tax
purposes is not certain. It might be viewed as merely holding assets on behalf
of the Banks as collateral for notes issued by the Banks. On the other hand,
the Issuer could be viewed as a separate entity for
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tax purposes, probably a partnership, issuing its own notes. This distinction,
however, should not have a significant tax effect on Noteholders except as
stated below under the heading "Other Possible Tax Characterizations."
U.S. AND NON- U.S. NOTEHOLDERS
Many of the tax consequences of your owning Notes depend upon whether you
are a "U.S. Noteholder" or a "non-U.S. Noteholder."
A "U.S. Noteholder" is (a) an individual U.S. citizen or resident alien;
(b) a corporation, or entity taxable as a corporation, that was created under
U.S. law, whether federal or state; or (c) an estate or trust that must pay
U.S. federal income tax on its worldwide income.
A "non-U.S. Noteholder" is a person or entity that is not a U.S.
Noteholder.
If a partnership holds Notes, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. Partners of partnerships holding Notes should consult their tax
advisors.
TAX CONSEQUENCES TO U.S. NOTEHOLDERS
INTEREST
Unless the OID rules apply as described in the next paragraph:
o If you are a cash method taxpayer -- which includes most individual
Noteholders -- you must report interest on the Notes in your income
when you receive it.
o If you are an accrual method taxpayer, you must report interest on
the Notes in your income as it accrues.
POSSIBLE OID ON THE NOTES
Your Notes might be treated as having OID, even though they satisfy the
requirement for de minimis OID described above in the seventh bullet point
under "Tax Matters." This result could arise in two ways:
o Interest on your Notes is not paid in full on a scheduled payment
date. Your Notes might then be treated as having OID from that date
until their principal is fully paid.
o All Notes might have OID from their date of issuance, because
interest is only payable out of specified cash flows allocated to
the Collateral Certificate. However, the Banks intend to take the
position that OID does not arise under this rule.
If your Note has OID, all interest on the Note would be taxable in
accordance with the rules for accruing OID. In general, there would not be a
significant adverse effect on you.
However:
o You would have to report interest income on the Note as it accrues
rather than
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when it is paid, even if you are on the cash method of accounting.
o If the Note was issued at a small discount from its face amount --
that is, with de minimis OID -- you would have to accrue that
discount into income over the life of the Note.
PREMIUM AND DISCOUNT
Additional special rules apply in the following situations:
o If you buy a Note in the initial offering for more than its stated
principal amount, the excess amount you pay will be "bond premium."
You can use bond premium to reduce your taxable interest income over
the life of your Note.
o If you buy a Note in the initial offering for less than its initial
offering price to the public, special rules concerning "market
discount" may apply.
Appropriate adjustments to tax basis are made in these situations.
Noteholders in these situations should consult their tax advisors.
SALE OR RETIREMENT OF NOTES
On your sale or retirement of your Note:
o You will have taxable gain or loss equal to the difference between
the amount received by you and your tax basis in the Note.
o Your tax basis in your Note is your cost, after taking into account
certain adjustments for OID, premium and discount.
o Your gain or loss will generally be capital gain or loss, and will
be long-term capital gain or loss if you held your Note for more
than one year.
o If your Note was issued at a de minimis OID, you must report that
discount in your income as taxable gain on a proportionate basis as
you receive principal on the Note.
o If you sell a Note between interest payment dates, a portion of the
amount you receive reflects interest that has accrued on the Note
but has not yet been paid by the sale date. That amount is treated
as ordinary interest income and not as sale proceeds.
INFORMATION REPORTING AND BACKUP WITHHOLDING
Under the tax rules concerning information reporting to the Internal
Revenue Service:
o Assuming you hold your Notes through a broker or other securities
intermediary, the intermediary must provide information to the
Internal Revenue Service concerning interest, OID and retirement
proceeds on your Notes, unless an exemption applies.
o Similarly, unless an exemption applies, you must provide the
intermediary with
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your Taxpayer Identification Number for its use in reporting
information to the Internal Revenue Service. If you are an
individual, this is your social security number. You are also
required to comply with other Internal Revenue Service requirements
concerning information reporting.
o If you are required to comply with these requirements but do not
comply, the intermediary must withhold 31% of all amounts payable to
you on the Notes, including principal payments. This is called
"backup withholding." If the intermediary withholds payments, you
may use the withheld amount as a credit against your federal income
tax liability.
o All individual U.S. Noteholders are required to comply with these
requirements. Some U.S. Noteholders, including all corporations,
tax-exempt organizations and individual retirement accounts, are
exempt from these requirements.
OTHER POSSIBLE TAX CHARACTERIZATIONS
Since we are not obtaining a ruling from the Internal Revenue Service on
the tax consequences of the Notes, the Internal Revenue Service could disagree
with the intended tax consequences or with the opinions of tax counsel
described above under the headings "Tax Characterization of the Notes" and
"Tax Characterization of the Issuer." As a result:
o The Notes might be treated as equity interests in a partnership
rather than debt for tax purposes. Noteholders would then be treated
as partners in a partnership, with possible adverse tax results. In
particular, individual Noteholders would be required to include
income of the Issuer or the Master Trust in their own income as it
accrues rather than when it is paid, and might not be allowed a
deduction for certain expenses of the Issuer or the Master Trust,
resulting in a greater = amount of taxable income than cash
received.
o The Issuer -- and possibly the Master Trust -- might initially or in
the future be treated as a taxable corporation, with the Notes
treated as debt or equity in the corporation. Tax imposed on the
Issuer or the Master Trust could significantly reduce the amount of
cash otherwise available for payment to Noteholders.
TAX CONSEQUENCES TO NON-U.S. NOTEHOLDERS
WITHHOLDING TAXES
Generally, assuming the Notes are debt for federal income tax purposes --
as provided in the opinion of tax counsel -- no U.S. taxes are required to be
withheld from payments of principal and interest on the Notes .
However, for the exemption from withholding taxes to apply to you, you
must meet one of the following requirements:
o You provide your name, address and a signed statement that you are
the beneficial owner of the Notes and that you are not as a U.S.
Noteholder. This statement is generally made on Internal Revenue
Service Form W-8 or Form W-8BEN.
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o You or your agent claim an exemption from withholding tax under an
applicable tax treaty. This claim is generally made on Form 1001 or
Form W-8BEN.
o You or your agent claim an exemption from withholding tax on the
ground that the income is effectively connected with the conduct of
a trade or business in the U.S. This claim is generally made on Form
4224 or Form W-8ECI.
You should consult your tax advisor about the specific procedures for
satisfying these requirements. These procedures will change on January 1,
2001. In addition, a claim for exemption will not be valid if the person
receiving the applicable form has actual knowledge that the statements on the
form are false.
SALE OR RETIREMENT OF NOTES
If you sell a Note or it is redeemed, you will not have to pay federal
income tax on any gain unless one of the following applies:
o The gain is connected with a trade or business that you conduct in
the U.S.
o You are an individual, you are present in the U.S. for at least 183
days during the year in which you dispose of the Note, and certain
other conditions are satisfied.
o The gain represents accrued interest or OID, in which case the rules
for interest would apply.
U.S. TRADE OR BUSINESS
If you hold your Note in connection with a trade or business that you are
conducting in the U.S.:
o Any interest on the Note, and any gain from disposing of the Note,
generally will be taxable as income as if you were a U.S.
Noteholder.
o If you are a corporation, you may be required to pay the "branch
profits tax" on your earnings that are connected with your U.S.
trade or business, including earnings from the Note. This tax is
30%, but may be reduced or eliminated by an applicable income tax
treaty.
ESTATE TAXES
If you are an individual, no U.S. estate tax will apply to your Note when
you die. However, this rule only applies if, at your death, payments on the
Note were not connected to a trade or business that you were conducting in the
U.S.
INFORMATION REPORTING AND BACKUP WITHHOLDING
U.S. rules concerning information reporting and backup withholding are
described above under the heading "Tax Consequences to U.S. Noteholders."
Under these rules:
o Principal and interest payments you receive will be automatically
exempt from the usual rules if you provide the tax certifications
needed to avoid withholding tax on interest, unless the recipient of
the applicable form knows that the form
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is false. However, interest payments made to you will be reported to
the Internal Revenue Service on Form 1042-S.
o Sale proceeds you receive on a sale of your Notes through a broker
may be subject to these rules if you are not eligible for an
exemption. In particular, information reporting and backup reporting
may apply if you use the U.S. office of a broker. Information
reporting, but not backup withholding, may apply if ============= =
= you use the foreign office of a broker that has certain
connections to the U.S. You should consult your tax advisor
concerning information reporting and backup withholding on a sale.
OTHER POSSIBLE TAX CHARACTERIZATIONS
If the Issuer or the Master Trust is treated as a taxable corporation,
the tax liability of the Issuer or the Master Trust could reduce the amount of
cash available to Noteholders. In addition, if your Notes are characterized as
equity rather than debt for federal income tax purposes, there could be
material adverse tax consequences to you. For example:
o If your Notes were equity interests in a partnership, (a) 30% U.S.
withholding tax might apply to the gross amount of income of the
Issuer allocable to you, or (b) you might have to file a tax return
in the U.S. and pay tax on your share of net income of the Issuer as
if that income were your U.S. business income. A corporate
Noteholder might also be required to pay the "branch profits tax."
o If your Notes are equity interests in a corporation, all interest
payable to you might be treated as a dividend subject to 30%
withholding tax, or a lower rate provided for dividends by a tax
treaty.
Non-U.S. Noteholders should consult their tax advisors concerning these risks.
BENEFIT PLAN INVESTORS
Benefit plans are required to comply with restrictions under the Internal
Revenue Code and the Employee Retirement Income Security Act of 1974, known as
ERISA. These restrictions include rules concerning prudence and
diversification of the investment of assets of a benefit plan - referred to as
"plan assets." A benefit plan fiduciary should consider whether an investment
by the benefit plan in Notes complies with these requirements.
In general, a benefit plan for these purposes includes:
o an employee benefit plan that is tax-qualified under the Internal
Revenue Code and provides deferred compensation to employees -- such
as a pension, profit-sharing, section 401(k) or Keogh plan;
o an individual retirement account; and
o a collective investment fund or other entity, if (a) the fund or
entity has one or more benefit plan investors and (b) certain
"look-through" rules apply and treat the assets of the fund or
entity as constituting plan assets of the benefit plan investor.
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However, a plan maintained by a government is not a benefit plan unless
it is tax-qualified under the Internal Revenue Code. A fund or other entity --
including an insurance company general account -- considering an investment in
Notes should consult its tax advisors concerning whether its assets might be
considered plan assets under these rules.
PROHIBITED TRANSACTIONS
ERISA and the Internal Revenue Code also prohibit transactions of a
specified type between a benefit plan and a party in interest who is related
in a specified manner to the benefit plan. Violation of these prohibited
transaction rules may result in significant penalties. There are statutory
exemptions from the prohibited transaction rules, and the U.S. Department of
Labor has granted administrative exemptions of specified transactions.
POTENTIAL PROHIBITED TRANSACTIONS FROM INVESTMENT IN NOTES
There are two categories of prohibited transactions that might arise from
a benefit plan's investment in Notes. Fiduciaries of benefit plans
contemplating an investment in Notes should carefully consider whether the
investment would violate these rules.
PROHIBITED TRANSACTIONS BETWEEN THE BENEFIT PLAN AND A PARTY IN INTEREST
The first category of prohibited transaction could arise on the grounds
that the benefit plan, by purchasing Notes, was engaged in a prohibited
transaction with a party in interest. A prohibited transaction could arise,
for example, if the Notes were viewed as debt of the Banks and a Bank was a
party in interest as to the benefit plan. A prohibited transaction could also
arise if a Bank, the Master Trust Trustee, the Indenture Trustee, the servicer
or another party with an economic relationship to the Issuer or the Master
Trust either
o is involved in the investment decision for the benefit plan to
purchase Notes or
o is otherwise a party in interest as to the benefit plan.
If a prohibited transaction might result from the benefit plan's purchase
of Notes, an administrative exemption from the prohibited transaction rules
might be available to permit an investment in Notes. The exemptions that are
potentially available include the following prohibited transaction class
exemptions:
o 96-23, available to "in-house asset managers";
o 95-60, available to insurance company general accounts;
o 91-38, available to bank collective investment funds;
o 90-1, available to insurance company pooled separate accounts; and
o 84-14, available to "qualified professional asset managers."
However, even if the benefit plan is eligible for one of these
exemptions, the exemption may not cover every aspect of the investment by the
benefit plan that might be a prohibited transaction.
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PROHIBITED TRANSACTIONS BETWEEN THE ISSUER OR MASTER TRUST AND A PARTY IN
INTEREST
The second category of prohibited transactions could arise if
o a benefit plan acquires Notes, and
o under a Department of Labor plan asset regulation, assets of the
Issuer or the Master Trust are treated as if they were plan assets
of the benefit plan.
In this case, every transaction by the Issuer or the Master Trust would
be treated as a transaction by the benefit plan using plan assets.
If assets of the Issuer or the Master Trust are treated as plan assets, a
prohibited transaction could result if the Issuer or the Master Trust itself
engages in a transaction with a party in interest as to the benefit plan. For
example, if the Master Trust assets are treated as assets of a benefit plan
and the Master Trust holds a credit card receivable that is an obligation of a
participant in that same benefit plan , then there would be a prohibited
extension of credit between the benefit plan and a party in interest, the plan
participant.
As a result, if assets of the Issuer or the Master Trust are treated as
plan assets, there would be a significant risk of a prohibited transaction.
Moreover, the prohibited transaction class exemptions referred to above could
not be relied on to exempt all the transactions of the Issuer or the Master
Trust from the prohibited transaction rules. In addition, because all the
assets of the Issuer or the Master Trust would be treated as plan assets,
managers of those assets might be required to comply with the fiduciary
responsibility rules of ERISA.
Under an exemption in the plan asset regulations, assets of the Issuer or
Master Trust would not be considered plan assets, and so this risk of
prohibited transactions would not arise, if a benefit plan purchased a Note
that
o was treated as indebtedness under local law, and
o had no "substantial equity features."
The Issuer expects that all Notes offered by this prospectus will be
indebtedness under local law. Likewise, although there is no authority
directly on point, the Issuer believes that the Notes should not be considered
to have substantial equity features. As a result, the plan asset regulations
should not apply to cause assets of the Issuer or the Master Trust to be
treated as plan assets.
INVESTMENT BY BENEFIT PLAN INVESTORS
For the reasons described in the preceding sections, benefit plans can
purchase Notes. However, the fiduciary of the benefit plan must ultimately
determine whether the requirements of the plan asset regulation are satisfied.
More generally, the fiduciary must determine whether the benefit plan's
investment in Notes will result in one or more nonexempt prohibited
transactions or otherwise violate the provisions of ERISA or the Internal
Revenue Code.
TAX CONSEQUENCES TO BENEFIT PLANS
In general, assuming the Notes are debt for federal income tax purposes,
interest income
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on Notes would not be taxable to benefit plans that were tax-exempt under the
Internal Revenue Code, unless the Notes were "debt-financed property" because
of borrowings by the benefit plan itself. However, if, contrary to the opinion
of tax counsel, for federal income tax purposes, the Notes were equity
interests in a partnership and the partnership or the Master Trust were viewed
as having other outstanding debt, then all or part of the interest income on
the Notes would be taxable to the benefit plan as "debt-financed income."
Benefit plans should consult their tax advisors concerning the tax
consequences of purchasing Notes.
PLAN OF DISTRIBUTION
The Issuer may offer and sell the Notes in any of three ways:
(1) directly to one or more purchasers,
(2) through agents, or
(3) through underwriters.
Any underwriter or agent that offers the Notes may be an affiliate of the
Issuer, and offers and sales of Notes may include secondary market
transactions by affiliates of the Issuer. These affiliates may act as
principal or agent in secondary market transactions. Secondary market
transactions will be made at prices related to prevailing market prices at the
time of sale.
The Issuer will specify in a supplement to this prospectus the terms of
each offering, including
o the name or names of any underwriters or agents,
o the managing underwriters of any underwriting syndicate,
o the public offering or purchase price,
o the net proceeds to the Issuer from the sale,
o any underwriting discounts and other items constituting
underwriters' compensation,
o any discounts and commissions allowed or paid to dealers,
o any commissions allowed or paid to agents, and
o the securities exchanges, if any, on which the Notes will be listed.
Dealer trading may take place in certain of the Notes, including Notes
not listed on any securities exchange. Direct sales may be made on a national
securities exchange or otherwise. If the Issuer, directly or through agents,
solicits offers to purchase Notes, the Issuer reserves the sole right to
accept and, together with its agents, to reject in whole or in part any
proposed purchase of Notes.
The Issuer may change any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. If indicated in a
supplement to this prospectus, the Issuer will authorize underwriters or
agents to solicit offers by certain institutions to purchase securities from
the Issuer pursuant to delayed delivery contracts providing for payment and
delivery at a future date.
Any underwriter or agent participating in the distribution of securities,
including Notes offered by this prospectus, may be deemed to be an underwriter
of those securities under the Securities Act of 1933 and any discounts or
commissions received by them and any profit realized by them on the sale or
resale of the securities may be deemed to be underwriting
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discounts and commissions.
The Issuer may agree to indemnify underwriters, agents and their
controlling persons against certain civil liabilities, including liabilities
under the Securities Act of 1933 in connection with their participation in the
distribution of Issuer's Notes.
UNDERWRITERS AND AGENTS PARTICIPATING IN THE DISTRIBUTION OF THE
SECURITIES, AND THEIR CONTROLLING PERSONS, MAY ENGAGE IN TRANSACTIONS WITH AND
PERFORM SERVICES FOR THE ISSUER OR ITS AFFILIATES IN THE ORDINARY COURSE OF
BUSINESS.
LEGAL MATTERS
Stephanie B. Mudick, Esq., as General Counsel--Corporate Law of Citigroup
Inc., will pass upon the validity of the Notes for the Issuer. Cravath, Swaine
& Moore, New York, New York will pass upon the validity of the Notes for any
agents or underwriters. Cravath, Swaine & Moore, New York, New York will also
pass upon certain federal income tax matters for the Issuer. Ms. Mudick
beneficially owns, or has the right to acquire under Citigroup's employee
benefit plans, an aggregate of less than 0.01% of Citigroup's outstanding
common stock.
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GLOSSARY OF DEFINED TERMS
"AVAILABLE SUBORDINATED AMOUNT" when used with respect to a senior class of
Notes of a multiple issuance series, means the amount of a subordinated class
that is available to that senior class on the date that the senior class of
Notes of that series is issued. It is also used to determine when a
subordinated class of a multiple issuance series of Notes may be repaid while
senior classes of Notes of that series are outstanding. See "The
Notes--Issuances of new series and classes of Notes," "--Required Subordinated
Amount" and "Deposit and Application of Funds--Limit on repayments of
subordinated classes of multiple issuance series."
"BANKS" means Citibank (South Dakota), N.A. and Citibank (Nevada), National
Association.
"BOOK-ENTRY NOTE" means each beneficial interest in a global note.
"CEDELBANK" means Cedelbank, societe anonyme.
"CLASS" means each of the Class A Notes, Class B Notes and Class C Notes which
together comprise a series. A class of a multiple issuance series may have
subclasses. Whenever a "class" of Notes is referred to in this prospectus, it
also includes all subclasses of that Note, unless the context otherwise
requires.
"CLASS A NOTES," "CLASS B NOTES" and "CLASS C NOTES" mean the secured debt
securities offered by this prospectus.
"COLLATERAL CERTIFICATe" means the investor certificate issued by the Master
Trust to the Issuer and representing an undivided interest in the assets of
the Master Trust.
"DERIVATIVE AGREEMENTS" means those agreements, if any, including interest
rate or currency swaps, caps, collars, guaranteed investment contracts or
other similar agreements with various counterparties that the Issuer has
entered into to manage interest rate or currency risk relating to some of the
Notes.
"DISCOUNT NOTE" means a Note that provides for an amount less than its stated
principal amount to be payable if an early redemption event or event of
default occurs with respect to that Note prior to its expected principal
payment date.
"DTC" means The Depository Trust Company.
"EARLY AMORTIZATION EVENT" means any event specified as an early amortization
event in the pooling and servicing agreement. Early amortization events
include:
o the failure of either Bank to (1) make any payment or deposit
required under the pooling and servicing agreement or the related
series supplement within five business days after the payment or
deposit was required to be made or (2) observe or perform any of its
other covenants or agreements in the pooling and servicing agreement
or series supplement, which failure has a material adverse affect on
investors and continues unremedied for 60 days after notice;
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o a breach of any representation or warranty made by the Banks in the
pooling and servicing agreement or related series supplement which
continues to be incorrect in any material respect for 60 days after
notice;
o the occurrence of an insolvency event;
o the failure by the Banks to make a lump addition within five
business days after the date it was required to be made;
o the Master Trust becomes an "investment company" within the meaning
of the Investment Company Act of 1940, as amended;
o the occurrence of a servicer default by Citibank (South Dakota); and
o either of the Banks is unable to transfer credit card receivables to
the Master Trust.
A series of investor certificates may have additional early amortization
events applicable to that series.
"EARLY REDEMPTION EVENT" means any event specified as an early redemption
event in the indenture. Early redemption events with respect to any class of
Notes include:
o the occurrence of a Note's expected principal payment date;
o each of the early amortization events applicable to the Collateral
Certificate, as described under "The Master Trust--Early
Amortization Events";
o mandatory prepayment of the entire Collateral Certificate resulting
from a breach of a representation or warranty by the Banks under the
pooling and servicing agreement;
o the amount of surplus finance charge collections averaged over any
three consecutive months is less than the required surplus finance
charge amount for the most recent month;
o the Banks fail to maintain the weighted average interest rate
applicable to the credit card accounts in the Master Trust at a
level at least 6% higher than the weighted average interest rate
applicable to all of the investor certificates issued by the Master
Trust -- other than the Collateral Certificate -- and the Notes;
o the Issuer becomes an "investment company" within the meaning of the
Investment Company Act of 1940, as amended;
o the aggregate nominal liquidation amount of Class B Notes of a
series is reduced to ___ % or less of the initial nominal
liquidation amount of outstanding Class B Notes of that series;
o if the Notes of that class have the benefit of a derivative
agreement, any derivative counterparty defaults on any of its
payment obligations under
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that agreement and the default continues for the period established
in that agreement; or
o any additional early redemption event specified in a supplement to
this prospectus.
"ELIGIBLE ACCOUNT" means a credit card account owned by Citibank (South
Dakota) that
o is in existence and maintained by Citibank (South Dakota),
o is payable in U.S. dollars,
o in the case of the initial accounts designated to the Master Trust,
has a cardholder with a billing address located in the United States
or its territories or possessions or a military address,
o has a cardholder who has not been identified as being involved in a
voluntary or involuntary bankruptcy proceeding,
o has not been identified as an account with respect to which the
related card has been lost or stolen,
o has not been sold or pledged to any other party,
o does not have receivables that have been sold or pledged to any
other party, and
o in the case of the initial accounts designated to the Master Trust,
is a MasterCard or VISA revolving credit card account.
"ELIGIBLE RECEIVABLE" means a credit card receivable
o that has arisen under an eligible account,
o that was created in compliance in all material respects with all
requirements of law and pursuant to a credit card agreement that
complies in all material respects with all requirements of law,
o with respect to which all material consents, licenses, approvals or
authorizations of, or registrations with, any governmental authority
required to be obtained or given in connection with the creation of
that receivable or the execution, delivery, creation and performance
by Citibank (South Dakota) or by the original credit card issuer, if
not Citibank (South Dakota), of the related credit card agreement
have been duly obtained or given and are in full force and effect,
o as to which at the time of its transfer to the Master Trust, the
Banks or the Master Trust have good and marketable title, free and
clear of all liens, encumbrances, charges and security interests,
o that has been the subject of a valid sale and assignment from the
Banks to the Master Trust of all the Banks' right, title and
interest in the receivable or
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the grant of a first priority perfected security interest in the
receivable and its proceeds,
o that will at all times be a legal, valid and binding payment
obligation of the cardholder enforceable against the cardholder in
accordance with its terms, except for certain bankruptcy-related
matters,
o that at the time of its transfer to the Master Trust, has not been
waived or modified except as permitted under the pooling and
servicing agreement,
o that is not at the time of its transfer to the Master Trust subject
to any right of rescission, set off, counterclaim or defense,
including the defense of usury, other than certain
bankruptcy-related defenses,
o as to which the Banks have satisfied all obligations to be fulfilled
at the time it is transferred to the Master Trust,
o as to which the Banks have done nothing, at the time of its transfer
to the Master Trust, to impair the rights of the Master Trust or
investor certificateholders, and
o that constitutes either an "account" or a "general intangible" under
the Uniform Commercial Code in effect in the states of Nevada and
South Dakota.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
"EUROCLEAR" means the system created in 1968 to hold securities for its
participants and to clear and settle transactions between its participants
through simultaneous electronic book-entry delivery against payment.
"EVENT OF DEFAULT" means, for any series or class of Notes:
o the Issuer's failure, uncured after five business days, to pay
interest on any Note when due;
o the Issuer's failure to pay the stated principal amount of any Note
on its legal maturity date;
o the Issuer's default in the performance, or breach, uncured 60 days
after written notice by the indenture trustee or by the holders of
10% of the outstanding Notes of the affected series or class, of any
other of its covenants or warranties in the indenture -- other than
a covenant or warranty included in the indenture solely for the
benefit of series or classes of notes other than that particular
series or class --and the default or breach is materially adverse to
those Noteholders;
o the occurrence of certain events of bankruptcy, insolvency or
reorganization of the Issuer; or
o any additional events of default specified in a supplement to this
prospectus.
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"EXCESS FINANCE CHARGE COLLECTIONS" means finance charge collections that are
initially allocated to a series of investor certificates under the Master
Trust, but are not needed in the month of allocation to be applied to the
payment of interest on investor certificates to which they were allocated, or
in the case of the Collateral Certificate, not needed to be applied to the
payment of the Trustee's fees and expenses or to be applied to the payment of
interest on the Notes.
"EXPECTED PRINCIPAL PAYMENT DATE" means, with respect to any Note, the date on
which the Issuer expects to pay the stated principal amount of the Note. The
Issuer will be obligated to pay the full stated principal amount of a Note on
its expected principal payment date if funds are available for that purpose.
The expected principal payment date will be specified in a supplement to this
prospectus.
"FINANCE CHARGE RECEIVABLES" means all periodic finance charges, annual
membership fees, cash advance fees and late charges on amounts charged for
merchandise and services, interchange and some other fees designated by the
Banks.
"FIXED RATE NOTE" means a Note that bears interest at a fixed rate.
"FLOATING RATE NOTE" means a Note that bears interest at a variable rate.
"GLOBAL NOTE" means one or more fully registered permanent global notes,
without interest coupons, representing all the Notes of a class or, if
applicable, subclass.
"INDENTURE" means the indenture between the Issuer and Bankers Trust Company,
as trustee, as supplemented or amended from time to time, and pursuant to
which the Notes will be issued.
"INDENTURE TRUSTEE" means Bankers Trust Company, a New York banking
corporation, in its capacity as trustee under the indenture, or any successor
thereto appointed pursuant to
the indenture.
"ISSUER TRUSTEE" means [ ], a [Delaware bank], in its capacity as trustee of
the Issuer under the trust agreement, or any successor thereto appointed
pursuant to the trust agreement.
"INSOLVENCY EVENT" means the occurrence of certain bankruptcy events relating
to either Bank.
"INTERCHANGE" means those fees received by Citibank (South Dakota), as a
credit card-issuing bank, from MasterCard International and VISA as partial
compensation for taking credit risk, absorbing fraud losses and funding
receivables for a limited period before initial billing. Interchange varies
from approximately 1% to 2% of the transaction amount, but these amounts may
be changed by MasterCard International or VISA.
"INTEREST PERIOD" means each period during which interest accrues on a Note.
"INVESTED AMOUNT" of any investor certificate -- including the Collateral
Certificate -- is the fluctuating amount representing the investment of
investors -- other than the Banks -- in the pool of credit card principal
receivables held by the Master Trust. The invested amount of the Collateral
Certificate is equal to
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o the aggregate outstanding dollar principal amount of the Notes;
o minus the amount of losses on the credit card receivables allocated
to the Collateral Certificate;
o minus the amount of reallocations of principal collections on the
Collateral Certificate that are applied to pay interest on the
Notes;
o plus the amount of reimbursements of losses on the credit card
receivables and reimbursements of reductions from reallocations of
principal collections, made from excess finance charge collections
which are allocated to the Collateral Certificate; and
o minus the aggregate amount on deposit in the principal funding
account for the outstanding Notes.
The invested amount of the Collateral Certificate will be increased by:
o the initial outstanding dollar principal amount of new issuances of
Notes;
o accretions of principal on discount Notes; and
o reimbursement of earlier reductions from excess finance charge
collections.
The invested amount of the Collateral Certificate will be decreased by:
o payments of principal collections to the Issuer, including both
principal collections that are allocated to pay principal of the
Notes and those reallocated to pay interest on the Notes; and
o charge-offs to the principal receivables held in the Master Trust
that are allocated to the Collateral Certificate.
The invested amount of the Collateral Certificate will always be equal to the
sum of the nominal liquidation amounts for all series and classes of Notes.
"ISSUER" means Citibank Credit Card Issuance Trust, a Delaware business trust.
"LEGAL MATURITY DATE" means, with respect to any Note, the date on which the
Note is legally required to be fully paid. The legal maturity date will be
specified in a supplement to this prospectus.
"LUMP ADDITION" means the designation by the Banks, at their option, of
additional credit card accounts to the Master Trust, the receivables in which
will be sold and assigned to the Master Trust. A lump addition consists of
o credit card receivables arising in eligible accounts in Citibank
(South Dakota)'s credit card portfolio,
o credit card receivables arising in portfolios of revolving credit
card accounts acquired by the Banks from other credit card issuers,
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o credit card receivables arising from nonpremium and premium
MasterCard and VISA credit card accounts previously transferred by
the Banks to other trusts formed by the Banks which have reached
their maturity dates,
o credit card receivables arising in any other revolving credit card
accounts of a type that has previously not been included in the
accounts, and
o participations representing undivided interests in a pool of assets
primarily consisting of revolving credit card accounts and
collections on those accounts.
"MASTER TRUST" means Citibank Credit Card Master Trust I, a New York common law
trust.
"MASTER TRUST TRUSTEE" means Bankers Trust Company, a New York banking
corporation, in its capacity as trustee of the Master Trust, or any successor
thereto appointed pursuant to the pooling and servicing agreement.
"MONTHLY INTEREST DATE" means, with respect to any class or subclass of Notes:
o for any month in which interest is to be paid, the scheduled
interest payment date, and
o for any month in which no scheduled interest payment date occurs,
the date in that month corresponding numerically to the next
scheduled interest payment date for that class or subclass of Notes,
or in the case of a class of zero-coupon discount Notes, the
expected principal payment date for that class; but
- if there is no numerically corresponding day in that month,
then the monthly interest date will be the last business day of
the month, and
- if the numerically corresponding day is not a business day with
respect to that class or subclass, the monthly interest date
will be the next following business day, unless that business
day would fall in the following month, in which case the
monthly interest date will be the last business day of the
earlier month.
"MONTHLY PRINCIPAL DATE" means with respect to any class or subclass of Notes:
o for any month in which the expected principal payment date occurs,
the expected principal payment date, or if that day is not a
business day, the next following business day, and
o for any month in which no expected principal payment date occurs,
the date in that month corresponding numerically to the expected
principal payment date for that class or subclass of Notes; but
- if there is no numerically corresponding day in that month,
then the monthly principal date will be the last business day
of the month, and
- if the numerically corresponding day is not a business day with
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respect to that class or subclass, the monthly principal date
will be the next following business day, unless that business
day would fall in the following month, in which case the
monthly principal date will be the last business day of the
earlier month.
"MULTIPLE ISSUANCE SERIES" means any series of Notes that permits the issuance
of multiple subclasses of each class of Notes.
"new accounts" means newly originated credit card accounts that the Banks may
designate to be included as accounts of the Master Trust if they meet the
conditions in the pooling and servicing agreement.
"NOMINAL LIQUIDATION AMOUNT" of a Note corresponds to the portion of the
invested amount of the Collateral Certificate that would be allocated to that
Note if the Master Trust were liquidated. See "The Notes--Stated Principal
Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount."
The sum of all of the nominal liquidation amounts of all Notes will be equal
to the invested amount of the Collateral Certificate.
"NOTES" means the Class A Notes, Class B Notes and Class C Notes.
"OID" means original issue discount for United States federal income tax
purposes.
"OUTSTANDING DOLLAR PRINCIPAL AMOUNT" of a Note is the same as the stated
principal amount for U.S. dollar Notes, unless they are discount Notes or
foreign currency Notes. See "The Notes--Stated principal amount, outstanding
dollar principal amount and nominal liquidation amount."
"PARTICIPANT" means a securities intermediary -- such as a bank, brokerage
house or other institution that maintains securities accounts for customers --
that has an account with DTC or its nominee.
"PERFORMING" means, with respect to any derivative agreement, that no payment
default or repudiation by the derivative counterparty has occurred.
"PLAN ASSETs" means the assets of an employee benefit plan.
"POOLING AND SERVICING AGREEMENT" means the pooling and servicing agreement
among Citibank (South Dakota), as seller and servicer, Citibank (Nevada), as
seller, and Bankers Trust Company, as trustee, pursuant to which the Master
Trust is operated.
"PORTFOLIO YIELD" of the Master Trust receivables means, for any monthly
period, the annualized percentage equivalent of a fraction:
o the numerator of which is the amount of collections of finance
charge receivables during the immediately preceding monthly
period calculated on a cash basis after subtracting the excess,
if any, of the amount of principal receivables which were
charged off as uncollectible in that monthly period over the
aggregate amount of recoveries on charged off principal
receivables for that monthly period, and
o the denominator of which is the total amount of principal
receivables as of the last day of the immediately preceding
monthly period.
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"PRINCIPAL RECEIVABLES" means all amounts charged by cardholders for
merchandise and services, amounts advanced to cardholders as cash advances and
all fees not designated as finance charge receivables billed to cardholders on
the credit card accounts.
"RECORD DATE" means the last day of the month before the related payment date
of a Note.
"REQUIRED SUBORDINATED AMOUNT" when used with respect to a senior class of
Notes, means the amount of a subordinated class that is required to be
outstanding on the date that the senior class of Notes is issued. It is also
used to determine when a subordinated class of a multiple issuance series of
Notes may be repaid while senior classes of Notes of that series are
outstanding. See "The Notes--Issuances of new series and classes of Notes,"
"--Required Subordinated Amount" and "Deposit and Application of Funds--Limit
on repayments of subordinated classes of multiple issuance series."
"REQUIRED SURPLUS FINANCE CHARGE AMOUNT" means, for any monthly period, an
amount equal to one twelfth of (1) the invested amount of the Collateral
Certificate as of the last day of the preceding monthly period, times (2) a
decimal number, which will initially equal zero, but may be changed by the
Issuer so long as the Issuer reasonably believes that the change will not (x)
adversely affect the amount of funds available for distribution to Noteholders
or the timing of the distribution of those funds, (y) result in an early
redemption event or event of default or (z) adversely affect the security
interest of the Indenture Trustee in the collateral securing the outstanding
Notes.
"SELLERS' INTEREST" means the Banks' undivided interest in the Master Trust.
The Sellers' Interest represents the economic interest in the Master Trust
remaining after subtracting from the aggregate economic interests in the
Master Trust the interests represented by the Collateral Certificate and all
other investor certificates issued by the Master Trust.
"SINGLE ISSUANCE SERIES" means any series of Notes that does not permit the
issuance of multiple subclasses of each class of Notes.
"STATED PRINCIPAL AMOUNT" of a Note is the U.S. dollar or foreign currency
amount stated on the face of the Note to be payable on the expected principal
payment date of the Note. See "The Notes--Stated Principal Amount, Outstanding
Dollar Principal Amount and Nominal Liquidation Amount."
"SURPLUS FINANCE CHARGE COLLECTIONS" means, for any monthly period, (a) the
amount of finance charge collections received by the Issuer in respect of the
Collateral Certificate, plus (b) net earnings and other gain from amounts on
deposit in the trust accounts, other than the principal funding account for
the Notes, minus (c) the amount required to pay the fees and expenses of the
Indenture Trustee and to make the required deposit to the interest funding
account for the Notes for that period.
"TRUST ACCOUNTS" means the following accounts established by the Issuer:
o the collection account;
o the principal funding account, comprised of a subaccount for
each class and subclass of Notes of a series;
o the interest funding account, comprised of a subaccount for
each class and subclass of Notes of a series;
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o the Class C reserve account, comprised of a subaccount for each
class and subclass of Class C Notes of a series; and
o any supplemental accounts for any series, class or subclass of
Notes as are specified in a supplement to this prospectus.
"TRUST AGREEMENT" means the trust agreement among Citibank (South Dakota) and
Citibank (Nevada), as beneficiaries, and [ ], as Issuer Trustee, pursuant to
which the Issuer has been established.
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ANNEX I
This annex forms an integral part of the prospectus.
THE CREDIT CARD BUSINESS OF CITIBANK (SOUTH DAKOTA)
GENERAL
Citibank (South Dakota) services the credit card accounts at its
facilities in Sioux Falls, South Dakota, and through affiliated credit card
processors pursuant to service contracts.
Citibank (South Dakota) is a member of MasterCard International and VISA.
MasterCard and VISA credit cards are issued as part of the worldwide
MasterCard International and VISA systems, and transactions creating the
receivables through the use of those credit cards are processed through the
MasterCard International and VISA authorization and settlement systems. If
either system were to materially curtail its activities, or if Citibank (South
Dakota) were to cease being a member of MasterCard International or VISA, for
any reason, an early amortization event with respect to the Collateral
Certificate could occur, and delays in payments on the receivables and
possible reductions in the amounts of receivables could also occur.
The MasterCard and VISA credit card accounts owned by Citibank (South
Dakota) were principally generated through:
o applications mailed directly to prospective cardholders;
o applications made available to prospective cardholders at the
banking facilities of Citibank (South Dakota), at other financial
institutions and at retail outlets;
o applications generated by advertising on television, on radio and in
magazines;
o direct mail and telemarketing solicitation for accounts on a
pre-approved credit basis;
o solicitation of cardholders of existing nonpremium accounts for
premium accounts;
o applications through affinity and co-brand marketing programs; and
purchases of accounts from other credit card issuers.
On February 26, 1999 the Banks and some of their affiliates entered into
an agreement with MasterCard International. As a result of this agreement, the
portfolio of credit card accounts owned by Citibank (South Dakota) is expected
to have a larger proportion of MasterCard accounts in the future. This shift
could be accompanied by some attrition of accounts. Based on current analyses,
the Banks do not expect their performance of this agreement or any related
attrition of accounts to have a material adverse effect on investors in the
Master Trust or the Notes.
ACQUISITION AND USE OF CREDIT CARDS
Citibank (South Dakota) reviews each application for a new credit card
account for completeness and creditworthiness. Citibank (South Dakota)
generally obtains a credit report on the applicant issued by an independent
credit reporting agency. In the event there are discrepancies between the
application and the credit report Citibank (South Dakota) may verify
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the information on the applicant.
Citibank (South Dakota) generally evaluates the ability of an applicant
for a credit card account to repay credit card balances by applying a credit
scoring system using models developed in-house and models developed with the
assistance of an independent firm with extensive experience in developing
credit scoring models. Credit scoring is intended to provide a general
indication, based on the information available, of the applicant's willingness
and ability to repay his or her obligations. Credit scoring evaluates a
potential cardholder's credit profile to arrive at an estimate of the
associated credit risk. Models for credit scoring are developed by using
statistics to evaluate common characteristics and their correlation with
credit risk. The credit scoring model used to evaluate a particular applicant
is based on a variety of factors, including the manner in which the
application was made or the manner in which the account was acquired as well
as the type of residence of the applicant. From time to time Citibank (South
Dakota) reviews its credit scoring models and, if necessary, updates them to
reflect more current statistical information. Once an application to open an
account is approved an initial credit limit is established for the account
based on, among other things, the applicant's credit score and the source from
which the account was acquired.
Citibank (South Dakota) also generates new credit card accounts through
direct mail and telemarketing solicitation campaigns directed at individuals
who have been pre-approved by Citibank (South Dakota). Citibank (South Dakota)
identifies potential cardholders for pre-approved direct mail or telemarketing
solicitation campaigns by supplying a list of credit criteria to a credit
bureau which generates a list of individuals who meet those criteria and
forwards the list to a processing vendor. The processing vendor screens the
list in accordance with the credit criteria of Citibank (South Dakota) to
determine the eligibility of the individuals on the list for a pre-approved
solicitation. Individuals qualifying for pre-approved direct mail or
telemarketing solicitation are offered a credit card without having to
complete a detailed application. In the case of pre-approved solicitations, a
predetermined credit limit is reserved for each member of the group being
solicited, which credit limit may be based upon, among other things, each
member's individual credit profile, level of existing and potential
indebtedness relative to assumed income and estimated income and the
availability of additional demographic data for that member.
In recent years, Citibank (South Dakota) has added affinity and co-brand
marketing to its other means of business development. Affinity marketing
involves the solicitation of prospective cardholders from identifiable groups
with a common interest and/or common cause. Affinity marketing is conducted
through two approaches: the solicitation of organized membership groups with
the written endorsement of the group's leadership, and direct mail
solicitation of prospective cardholders through the use of a list purchased
from a group.
Co-brand marketing is an outgrowth of affinity marketing. It involves the
solicitation of customers of a retailer, service provider or manufacturer
which has a recognizable brand name or logo. Consumers are likely to acquire
and use a co-branded card because of the benefits provided by the co-brander.
The co-brander may play a major role in the marketing and solicitation of
co-branded cards. Solicitation activities used in connection with affinity and
co-brand marketing also include solicitations in appropriate magazines,
telemarketing and applications made available to prospective cardholders in
appropriate locations. In some cases, pre-approved solicitations will be used
in the same manner as described in the second preceding paragraph.
Citibank (South Dakota) purchases credit card accounts that were
originally opened using criteria established by the institution from which the
accounts were purchased or by the
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institution from which the selling institution originally purchased the
accounts. Citibank (South Dakota) screens purchased accounts against criteria
established at the time of acquisition to determine whether any of the
purchased accounts should be closed immediately. Any accounts failing the
criteria are closed and no further purchases or cash advances are authorized.
All other purchased accounts remain open. The credit limits on these accounts
are based initially on the limits established or maintained by the selling
institution.
Each cardholder is party to an agreement governing the terms and
conditions of the account. Each agreement provides that Citibank (South
Dakota) may change or terminate any terms, conditions, services or features of
the accounts, including increasing or decreasing periodic finance charges,
other charges or minimum payments. Credit limits may be adjusted periodically
based upon an evaluation of the cardholder's performance.
COLLECTION OF DELINQUENT ACCOUNTS
Generally, Citibank (South Dakota) considers a MasterCard or VISA credit
card account delinquent if it does not receive the minimum payment due by the
due date indicated on the cardholder's statement. Personnel of Citibank (South
Dakota) and affiliated credit card processors pursuant to service contracts,
supplemented by collection agencies and attorneys retained by Citibank (South
Dakota), attempt to collect delinquent credit card receivables. Under current
practice, Citibank (South Dakota) includes a request for payment of overdue
amounts on all billing statements issued after the account becomes delinquent.
While collection personnel initiate telephone contact with cardholders
whose credit card accounts are as few as five days delinquent, based on credit
scoring criteria, generally contact is initiated when an account is 35 days or
more delinquent. In the event that initial telephone contact fails to resolve
the delinquency, Citibank (South Dakota) continues to contact the cardholder
by telephone and by mail. Generally, if an account is 15 days delinquent or if
a cardholder exceeds that cardholder's credit limit by more than 5%, no
additional extensions of credit through that account are authorized and, no
more than 95 days after an account becomes delinquent, the account is closed.
The servicer may also, at its discretion, enter into arrangements with
delinquent cardholders to extend or otherwise change payment schedules. The
current policy of the servicer is to charge-off the receivables in an account
when that account becomes 185 days delinquent or, if the servicer receives
notice that a cardholder has filed for bankruptcy or has had a bankruptcy
petition filed against it, the servicer will charge-off the receivables in
that account not later than 60 days after the servicer receives notice.
The credit evaluation, servicing and charge-off policies and collection
practices of Citibank (South Dakota) may change over time in accordance with
the business judgment of Citibank (South Dakota), applicable law and
guidelines established by applicable regulatory authorities.
Many computer applications have been written using two digits rather than
four to define the applicable year, and therefore may not recognize a date
using "00" as the Year 2000. This could result in the inability of the
application to properly process transactions with dates in the Year 2000 or
thereafter. Citibank (South Dakota) and Citibank (Nevada) have assessed and,
where necessary, are updating their computer applications and business
processes to provide for their continued functionality and expect to complete
implementation of the necessary changes in a timely manner. Neither Citibank
(South Dakota) nor Citibank (Nevada) anticipates that the
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costs related to implementation will be material to any single year or
quarter. In addition, an assessment of the readiness of third parties with
which Citibank (South Dakota) and Citibank (Nevada) interface in achieving
Year 2000 compliance is ongoing. Lack of readiness by these third parties
could expose Citibank (South Dakota) and/or Citibank (Nevada) to impairment of
business processes and activities. Citibank (South Dakota) and Citibank
(Nevada) are assessing these risks and are creating contingency plans intended
to address perceived risks. Neither Citibank (South Dakota) nor Citibank
(Nevada) can predict what effect the failure of a third party to address, in a
timely manner, the Year 2000 problem would have on the Banks.
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[FLAG]
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE SUPPLEMENT REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
Subject to Completion, dated December 20, 1999
FORM OF PROSPECTUS SUPPLEMENT FOR
A SUBCLASS OF NOTES OF A MULTIPLE ISSUANCE SERIES
PROSPECTUS SUPPLEMENT DATED __________ __, [ ]
(to Prospectus dated __________ __, [ ])
CITIBANK CREDIT CARD ISSUANCE TRUST
CITISERIES
CLASS [ - ] NOTES
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
Originators of the Trust
The Issuer will issue and sell Class [ ] Notes
Principal amount.............................. $ ____________
Interest rate.................................. ____% per annum
Interest payment dates......................... __ day of each _________,
beginning ________ __, [ ]
Expected principal payment date................ _________ __, 20__
Legal maturity date............................ _________ __, 20__
Expected issuance date......................... _________ __, 20__
Price to public................................ $[...] (or [...]%)
Underwriting discount......................... $[...] (or [...]%)
Proceeds to the Issuer......................... $[...] (or [...]%)
Principal payments on Class B Notes of the Citiseries are subordinated to
payments on Class A Notes of that series. Principal payments on Class C Notes
of the Citiseries are subordinated to payments on Class A and Class B Notes of
that series.
YOU SHOULD REVIEW AND CONSIDER THE DISCUSSION UNDER "RISK FACTORS" BEGINNING
ON PAGE 13 OF THE ACCOMPANYING PROSPECTUS BEFORE YOU PURCHASE ANY NOTES.
Neither the Securities and Exchange Commission nor any state securities
commission has approved the Notes or determined that this prospectus
supplement or the prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The Notes are obligations of Citibank Credit Card Issuance Trust only and are
not obligations of any other person. Each class of Notes is secured by only
some of the assets of Citibank Credit Card Issuance Trust. Noteholders will
have no recourse to any other assets of Citibank Credit Card Issuance Trust
for the payment of the Notes. The Notes are not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
UNDERWRITERS OF THE CLASS [ - ] NOTES
[ ]
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
Summary of Terms............................................................S-3
Underwriting................................................................S-8
Annex I: The Master Trust Receivables and Accounts.........................I-1
The table of contents for the prospectus appears on page 2 of that
document.
---------------------------
Information about the Class [ - ] Notes is in two separate
documents: a prospectus and a prospectus supplement. The prospectus provides
general information about the each series of Notes issued by Citibank Credit
Card Issuance Trust, some of which may not apply to the Citiseries. The
prospectus supplement provides the specific terms of the Class [ - ] Notes.
You should carefully read both the prospectus and the prospectus supplement
before you purchase any Class [ - ] Notes.
This prospectus supplement may update or modify information in the
accompanying prospectus.
In deciding whether to purchase the Class [ - ] Notes, you should
rely solely on the information in this prospectus supplement and the
accompanying prospectus. We have not authorized anyone to give you different
information about the Class [ - ] Notes.
This prospectus supplement may be used to offer and sell the Class [
- - ] Notes only if accompanied by the prospectus.
---------------------------
The Class [ - ] Notes are offered subject to receipt and acceptance
by the underwriters and to their right to reject any order in whole or in part
and to withdraw, cancel or modify the offer without notice.
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<PAGE>
SUMMARY OF TERMS
Because this is a summary it does not contain all the information
you may need to make an informed investment decision. You should read the
entire prospectus supplement and prospectus before you purchase any Class [ -
] Notes.
There is a glossary beginning on page 89 of the prospectus where
you will find the definitions of certain terms -- including terms that are not
capitalized -- used in this prospectus supplement.
SECURITIES OFFERED $___________ ____% Class [ - ] Notes
The Class [ - ] Notes are a part of a series of Notes
called the Citiseries. The Citiseries consists of Class A
Notes, Class B Notes and Class C Notes. The Class __ [ - ]
Notes are a subclass of Class __ Notes.
The Class [ - ] Notes are issued by, and are obligations
of, Citibank Credit Card Issuance Trust. The Issuer has
issued and expects to issue other classes and subclasses
of Notes of the Citiseries with different interest rates,
payment dates, legal maturity dates and other
characteristics. See "The Notes--Issuances of new series
and classes Notes" in the prospectus.
INTEREST The Class [ - ] Notes will accrue interest at the
rate of ____% per annum.
Interest on the Class [ - ] Notes will begin to accrue on
__________ __, [ ] and will be calculated on the basis of
a 360-day year of twelve 30-day months.
The Issuer will make interest payments on the Class [ - ]
Notes on the ____ day of each __________, beginning
_________ __, [ ]. Interest payments due on a day that is
not a business day in New York, South Dakota or Nevada,
will be made on the following business day.
The payment of accrued interest on a class of Notes of the
Citiseries is not senior to or subordinated to payment of
interest on any other class of Notes of this series.
PRINCIPAL The Issuer expects to pay the stated principal amount
of the Class [ - ] Notes in one payment on ____________
__, 20__, which is the expected principal payment date,
and is obligated to do so if funds are available for that
purpose. However, if the stated principal amount of the
Class [ - ] Notes is not paid in full on its expected
principal payment date, the Noteholders will not have any
remedies against the Issuer until ____________ __, 20__,
the legal maturity date of the Class [ - ] Notes.
If the stated principal amount of the Class [ - ] Notes is
not paid in full on the expected principal payment date,
then [,
S-3
<PAGE>
subject to the principal payment rules described below
under "Subordination; Credit Enhancement,"] principal and
interest payments on those Notes will be made monthly
until they are paid in full or the legal maturity date
occurs, whichever is earlier. However, if the nominal
liquidation amount of that class has been reduced, the
amount of principal collections and finance charge
collections available to pay principal of and interest on
the Class [ - ] Notes will be reduced. See "The
Notes--Stated Principal Amount, Outstanding Dollar
Principal Amount and Nominal Liquidation Amount of Notes"
in the prospectus.
The initial nominal liquidation amount of the Class [ - ]
Notes is $ . If this amount is reduced [by reallocations
of principal of the Class [ - ] Notes to pay interest on a
senior class, or] as a result of charge-offs to the
principal receivables held in the Master Trust, and not
reimbursed as described in the prospectus, not all of the
principal of the Class [ - ] Notes will be repaid. See
"The Notes--Stated Principal Amount, Outstanding Dollar
Principal Amount and Nominal Liquidation Amount of Notes"
in the prospectus.
Principal of the Class [ - ] Notes may be paid earlier
than its expected principal payment date if an early
redemption event occurs with respect to those Notes. See
"Covenants, Events of Default, Early Redemption Events and
Indenture Amendments--Early Redemption Events" in the
prospectus.
[OUTSTANDING DOLLAR
PRINCIPAL AMOUNT Include only for discount Notes and foreign currency Notes.]
SUBORDINATION[; CREDIT
ENHANCEMENT] No payment of principal will be made on any Class
B Note in the Citiseries unless, following the payment,
the remaining available subordinated amount of Class B
Notes in this series is at least equal to the required
subordinated amount for the outstanding Class A Notes in
this series. Similarly, no payment of principal will be
made on any Class C Note in the Citiseries unless,
following the payment, the remaining available
subordinated amount of Class C Notes in this series is at
least equal to the required subordinated amounts for the
outstanding Class A Notes and Class B Notes in this
series. However, there are some exceptions to this rule.
See "The Notes--Subordination of Principal" in the
prospectus.
[The maximum aggregate amounts of principal of Class B
Notes and Class C Notes in the Citiseries that may be
applied to payments on the Class A [ - ] Notes are
$___________ and $_____________, respectively.] [This
language is only for issuances of Class A subclasses]
S-4
<PAGE>
[The maximum aggregate amount of principal of Class C
Notes in the Citiseries that may be applied to payments on
the Class B [ - ] Notes is $_____________.] [This language
is only for issuances of Class B subclasses]
[However, the Issuer may at any time change the amount of
credit enhancement available to the Class [ - ] Notes
without the consent of any Noteholders so long as the
Issuer has received confirmation from the rating agencies
that have rated any outstanding Notes of the Citiseries
that the change in the amount of available credit
enhancement will not result in the rating assigned to any
outstanding Notes in the Citiseries to be withdrawn or
reduced, and the Issuer has received the tax opinion
described in "The Notes--Required Subordinated Amount" in
the prospectus.]
See "Deposit and Application of Funds" in the prospectus.
[the following heading will be included only in prospectus
supplements for Class C subclasses]
[CLASS C RESERVE
ACCOUNT The Issuer will establish a Class C reserve account to
provide credit enhancement solely for the holders of the
Class C [ - ] Notes.
Funds on deposit in the Class C reserve account will be
available to holders of Class C Notes to cover shortfalls
of interest payable on interest payment dates. Funds on
deposit in the Class C reserve account will also be
available to holders of Class C Notes on any day when
principal is payable, but only to the extent that the
nominal liquidation amount of the Class C Notes plus funds
on deposit in the Class C principal funding account is
less than the outstanding dollar principal amount of the
Class C Notes.
No funds will be deposited into the Class C reserve
account on the date the Class C [ - ] Notes are issued.
However, if the finance charge collections generated by
the Master Trust after subtracting payment of fees and
expenses of the Indenture Trustee and interest payments on
the Notes fall below the level specified in the table
below, the Issuer will be required to fund the Class C
reserve account to the level specified in the table below.
Percentage of excess finance Percentage of principal
charge collections, averaged amount of Class C [ - ]
over three most recent Notes required to be in
months reserve account
---------------------------- ------------------------
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<PAGE>
The Class C reserve account will be funded from monthly
finance charge collections from the Collateral Certificate
after payment of fees and expenses of the Indenture
Trustee, required interest deposits and other payments
described under "Deposit and Application of
Funds--Targeted deposits to the Class C reserve account"
in the prospectus.
The amount required to be in the Class C reserve account
will be adjusted to the percentages specified in the table
as the excess finance charge collections rise or fall. If
an early redemption event occurs with respect to the Class
C [ - ] Notes, the required Class C reserve account amount
will be ___% of the outstanding dollar principal amount of
the Class C [ - ] Notes.]
OPTIONAL REDEMPTION
BY THE ISSUER The Issuer has the right, but not the obligation, to
redeem the Class [ - ] Notes in whole but not in part on
any day on or after the day on which the outstanding
dollar principal amount of the Class [ - ] Notes is
reduced to less than 5% of its initial outstanding dollar
principal amount. This repurchase option is referred to as
a clean-up call.
If the Issuer elects to redeem the Class [ - ] Notes, it
will notify the registered holders of the redemption at
least 30 days prior to the redemption date. The redemption
price of a Note so redeemed will equal 100% of the
outstanding dollar principal amount of that Note, plus
accrued but unpaid interest on the Note to but excluding
the date of redemption.
If the Issuer is unable to pay the redemption price in
full on the redemption date, monthly payments on the Class
[ - ] Notes will thereafter be made [, subject to the
principal payment rules described above under
"Subordination; Credit Enhancement,"] until the principal
amount of those Notes, plus all accrued and unpaid
interest, is paid in full or the legal maturity date
occurs, whichever is earlier. Any funds in the principal
funding account and interest funding account for the Class
[ - ] Notes will be applied to make the principal and
interest payments on those Notes on the redemption date.
SECURITY FOR
THE NOTES The Class [ - ] Notes are secured by a shared security
interest in the Collateral Certificate and the collection
account , and each of the Class [ - ] Notes are secured by
a security interest in the applicable principal funding
subaccount, the interest funding subaccount [and the Class
C reserve account]. See "Sources of Funds to Pay the
Notes--The Collateral Certificate" and "--The Trust
Accounts" in the prospectus.
LIMITED RECOURSE
TO THE ISSUER Only the portion of the principal collections and finance
charge collections received by the Issuer under the
Collateral Certificate and allocated to the Class [ - ]
Notes and funds in
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<PAGE>
the applicable trust accounts provide the source of payment
for principal of or interest on the Class [ - ] Notes.
Class [ - ] Noteholders will have no recourse to any other
assets of the Issuer or any other person or entity for the
payment of principal of or interest on the Notes.
MASTER TRUST ASSETS
AND RECEIVABLES The Collateral Certificate, which is the primary source of
funds for the payment of principal of and interest on the
Class [ - ] Notes, is an investor certificate issued by
the Master Trust. The Collateral Certificate represents an
undivided interest in the assets of the Master Trust. The
Master Trust assets include credit card receivables from
selected MasterCard and VISA revolving credit card
accounts that meet the eligibility criteria for inclusion
in the Master Trust. These eligibility criteria are
discussed in the prospectus under "The Master
Trust--Master Trust Assets."
The credit card receivables in the Master Trust consist of
principal receivables and finance charge receivables.
Principal receivables include amounts charged by
cardholders for merchandise and services and amounts
advanced to cardholders as cash advances. Finance charge
receivables include periodic finance charges, annual
membership fees, cash advance fees, late charges and
certain other fees billed to cardholders.
The aggregate amount of credit card receivables in the
Master Trust as of __________ __, [ ] was $______________,
of which $__________ were principal receivables and
$_____________ were finance charge receivables. See "The
Master Trust Receivables and Accounts" in Annex I of this
prospectus supplement for more detailed financial
information on the receivables and the accounts.
THE CITISERIES The Class [ - ] Notes will be the __ subclass of Notes
issued by the Issuer and still outstanding in the
Citiseries.
As of ____________ __, [ ] the aggregate outstanding
principal amount of Notes in the Citiseries was
approximately $_____________, consisting of:
Class A Notes $________________
Class B Notes $________________
Class C Notes $________________
As of ____________ __, [ ], the weighted average interest
rate payable by the Issuer on the __ outstanding
subclasses of Notes in the Citiseries was approximately
______% per annum, consisting of:
Class A Notes ______% per annum
Class B Notes ______% per annum
Class C Notes ______% per annum
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<PAGE>
PARTICIPATION WITH
OTHER SERIES In addition to the Citiseries the Issuer has issued __
other series of Notes that are still outstanding. The
Citiseries and the other __ outstanding series of Notes
together comprise "Group 1."
Collections of finance charge receivables allocable to
each series in Group 1 will be aggregated and made
available for required interest payments for all series in
Group 1. Consequently, the future issuance of a new series
in Group 1 may have the effect of reducing or increasing
the amount of finance charge receivables represented by
the Collateral Certificate allocable to your Notes.
As of ____________ __, [ ], the weighted average interest
rate payable by the Issuer on the __ outstanding series of
Notes in Group 1 was approximately ______% per annum. As
of that date, the aggregate outstanding dollar principal
amount of those Notes was approximately
$__________________.
See "Deposit and Application of Funds --Allocation to
interest funding subaccounts" in the prospectus.
[STOCK EXCHANGE
LISTING The Issuer will apply to list the Class [ - ] Notes on the
Luxembourg Stock Exchange. The Issuer cannot
guarantee that the application for the listing will be
accepted. You should consult with Banque Internationale a
Luxembourg, the Luxembourg listing agent for the Class [ -
] Notes, 69, route d'Esch, L- 2953 Luxembourg,
phone number (352) 4590-1, to determine whether the Class
[ - ] Notes have been listed on the Luxembourg
Stock Exchange.]
[NO LISTING The Class [ - ] Notes will not be listed on any stock
exchange.]
RATINGS The Issuer will issue the Class [ - ] Notes only if they
are rated [in the highest rating category] [at least "A"
or its equivalent] [at least "BBB" or its equivalent] by
at least one nationally recognized rating agency. See
"Risk Factors--If the ratings of the Notes are lowered or
withdrawn, their market value could decrease" in the
prospectus.
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<PAGE>
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement
for the Class [ - ] Notes, the Issuer has agreed to sell to each of the
underwriters named below, and each of those underwriters has severally agreed
to purchase, the principal amount of Class [ - ] Notes set forth opposite its
name:
Principal
Underwriters Amount
------------ ---------
Total.............................................................. $=========
The several underwriters have agreed, subject to the terms and
conditions of the underwriting agreement, to purchase all $__________________
aggregate principal amount of Class [ - ] Notes if any Class [ - ] Notes are
purchased.
The underwriters have advised the Issuer that the several
underwriters propose initially to offer the Class [ - ] Notes to the public at
the public offering price set forth on the cover page of this prospectus
supplement, and to certain dealers at that public offering price less a
concession not in excess of _____% of the principal amount of those Notes. The
underwriters may allow, and those dealers may reallow to other dealers, a
concession not in excess of _____% of the principal amount.
After the public offering, the public offering price and other
selling terms may be changed by the underwriters.
Each underwriter of the Class [ - ] Notes has agreed that:
o it has complied and will comply with all applicable
provisions of the Financial Services Act 1986 with respect
to anything done by it in relation to the Class [ - ]
Notes in, from or otherwise involving the United Kingdom;
o it has only issued, distributed or passed on and will only
issue, distribute or pass on in the United Kingdom any
document received by it in connection with the issue of
the Class [ - ] Notes to a person who is of a kind
described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisements) (Exemptions) Order 1996
or is a person to whom such document may otherwise
lawfully be issued, distributed or passed on;
o if it is an authorized person under Chapter III of Part I
of the Financial Services Act 1986, it has only promoted
and will only promote (as that term is defined in
Regulation 1.02(2) of the Financial Services (Promotion of
Unregulated Schemes) Regulations 1991) to any person in
the United Kingdom the scheme described in this prospectus
supplement and the prospectus if that person is a kind
described either in Section 76(2) of the Financial
Services Act 1986 or in Regulation 1.04 of the Financial
Services (Promotion of Unregulated Schemes) Regulations
1991; and
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<PAGE>
o it is a person of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996
In connection with the sale of the Class [ - ] Notes, the
underwriters may engage in:
o over-allotments, in which members of the syndicate selling
the Class [ - ] Notes sell more Notes than the Issuer
actually sold to the syndicate, creating a syndicate short
position;
o stabilizing transactions, in which purchases and sales of
the Class [ - ] Notes may be made by the members of the
selling syndicate at prices that do not exceed a specified
maximum;
o syndicate covering transactions, in which members of the
selling syndicate purchase Class [ - ] Notes in the open
market after the distribution has been completed in order
to cover syndicate short positions; and
o penalty bids, by which underwriters reclaim a selling
concession from a syndicate member when the Class [ - ]
Notes originally sold by that syndicate member are
purchased in a syndicate covering transaction to cover
syndicate short positions.
These stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the Class [ - ] Notes to be higher than it
would otherwise be. These transactions, if commenced, may be discontinued at
any time.
The Issuer will indemnify the underwriters against certain
liabilities, including liabilities under applicable securities laws, or
contribute to payments the underwriters may be required to make in respect of
those liabilities.
Salomon Smith Barney Inc. is an affiliate of the Issuer.
This prospectus supplement and the accompanying prospectus may be
used by Salomon Smith Barney Inc. and/or other affiliates of the Issuer in
connection with offers and sales related to market-making transactions in the
Class [ - ] Notes. The Issuer's affiliates may act as principal or agent in
these market-making transactions. Market-making sales will be made at prices
related to prevailing market prices at the time of sale.
The Issuer will receive proceeds of approximately $_____________from
the sale of the Class [ - ] Notes. This amount represents ____% of the
principal amount of those Notes. The Issuer will receive this amount net of
the underwriting discount of $__________. The underwriting discount represents
_____% of the principal amount of those Notes. Additional offering expenses
are estimated to be $_______________.
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<PAGE>
ANNEX I
This annex forms an integral part of the prospectus supplement.
THE MASTER TRUST RECEIVABLES AND ACCOUNTS
The following information relates to the credit card receivables
owned by Citibank Credit Card Master Trust I and the related credit card
accounts.
LOSS AND DELINQUENCY EXPERIENCE
The following table sets forth the loss experience for cardholder
payments on the credit card accounts for each of the periods shown. Losses
consist of write-offs of principal receivables. These losses are presented
below on a cash basis. If accrued finance charge receivables that have been
written off were included in losses , Net Losses would be higher as an
absolute number and as a percentage of the average of principal and finance
charge receivables outstanding during the periods indicated. Average Principal
Receivables Outstanding is the average of principal receivables outstanding
during the periods indicated. The percentage reflected for the ____ months
ended _______ __, 199_ is an annualized number. We can not provide any
assurance that the loss experience for the receivables in the future will be
similar to the historical experience set forth below.
LOSS EXPERIENCE FOR THE ACCOUNTS
(DOLLARS IN THOUSANDS)
Months Year Ended December 31,
Ended 199_ 199 199
------ ----- ----
- - -
Average Principal Receivables
Outstanding.......................
Net Losses.........................
Net Losses as a Percentage of Average
Principal Receivables Outstanding..
Net losses as a percentage of gross charge-offs for the first ____
months of 199_ were ____% and for each of the years ended December 31, 199_,
199_ and 199_ were ____%, ____% and ____%, respectively. Gross charge-offs are
charge-offs before recoveries and do not include the amount of any reductions
in Average Principal Receivables Outstanding due to fraud, returned goods,
customer disputes or certain other miscellaneous write-offs.
The following table sets forth the delinquency experience for
cardholder payments on the credit card accounts for each of the periods shown.
The Delinquent Amount includes both principal receivables and finance charge
receivables. The percentages are the result of dividing the Delinquent Amount
by the average of principal and finance charge receivables outstanding during
the periods indicated. We can not provide any assurance that the delinquency
experience for the receivables in the future will be similar to the historical
experience set forth below.
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<PAGE>
DELINQUENCIES AS A PERCENTAGE OF THE ACCOUNTS
(DOLLARS IN THOUSANDS)
<
As of As of December 31,
-----------------------------------
,199 199 199 199
-------- ------- ---------- ------
Number of Delinquent Delinquent Delinquent Delinquent
Days Delinquent Amount Amount Amount Amount
------ ------ ------ ------
Days Delinquent
- ---------------
35-64 days............
65-94 days............
95 days or more.......
Total............
REVENUE EXPERIENCE
The revenues for the credit card accounts from finance charges, fees
paid by cardholders and interchange for the ____ months ended _________ __,
199_ and for each year of the three-year period ended December 31, 199_ are
set forth in the following table.
The revenue experience in this table is presented on a cash basis
before deduction for charge-offs. Average Revenue Yield is the result of
dividing Finance Charges and Fees Paid by Average Principal Receivables
Outstanding during the periods indicated. The percentage for the ____ months
ended _____________ __, 199_ is an annualized number. Revenues from finance
charges, fees and interchange will be affected by numerous factors, including
the periodic finance charge on the credit card receivables, the amount of any
annual membership fee, other fees paid by cardholders, the percentage of
cardholders who pay off their balances in full each month and do not incur
periodic finance charges on purchases, the percentage of credit card accounts
bearing finance charges at promotional rates and changes in the level of
delinquencies on the receivables.
REVENUE EXPERIENCE FOR THE ACCOUNTS
(DOLLARS IN THOUSANDS)
Months Year Ended December 31,
Ended ------------------------------
, 199 199 199 199
------ ------ ------ -----
Finance Charges and Fees Paid...
Average Revenue Yield...........
The revenues from periodic finance charges and fees -- other than
annual fees --depend in part upon the collective preference of cardholders to
use their credit cards as revolving debt instruments for purchases and cash
advances and to pay off account balances over several months -- as opposed to
convenience use, where cardholders pay off their entire balance each month,
thereby avoiding periodic finance charges on their purchases -- and upon other
card-related services for which the cardholder pays a fee. Fees for these
other services will be treated for purposes of the pooling and servicing
agreement as principal receivables rather than finance charge receivables;
however, the Banks may specify that they will treat these fees as finance
charge receivables. Revenues from periodic finance charges and fees also
depend on the types of charges and fees assessed on the credit card accounts.
Accordingly, revenues will be affected by future changes in the types of
charges and fees assessed on the accounts and in the types of additional
accounts added from time to time. These revenues could be adversely affected
by future changes in fees and charges assessed by Citibank (South Dakota) and
other factors.
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<PAGE>
CARDHOLDER MONTHLY PAYMENT RATES
Monthly payment rates on the credit card receivables may vary
because, among other things, a cardholder may fail to make a required payment,
may only make the minimum required payment or may pay the entire outstanding
balance. Monthly payment rates on the receivables may also vary due to
seasonal purchasing and payment habits of cardholders. The following table
sets forth the highest and lowest cardholder monthly payment rates for the
credit card accounts during any month in the periods shown and the average of
the cardholder monthly payment rates for all months during the periods shown,
in each case calculated as a percentage of the total beginning account
balances for that month. Monthly payment rates include amounts that would be
deemed payments of principal receivables and finance charge receivables with
respect to the accounts. In addition, the amount of outstanding receivables
and the rates of payments, delinquencies, charge-offs and new borrowings on
the accounts depend on a variety of factors including seasonal variations, the
availability of other sources of credit, general economic conditions, tax
laws, consumer spending and borrowing patterns and the terms of the accounts,
which Citibank (South Dakota) may change.
CARDHOLDER MONTHLY PAYMENT RATES FOR THE ACCOUNTS
Months Year Ended December 31,
Ended
, 199 199 199 199
------- ----- ------ ------
Lowest Month..............
Highest Month.............
Average of the Months
in the Period............
INTERCHANGE
Creditors participating in the MasterCard International and VISA
associations receive interchange as partial compensation for taking credit
risk, absorbing fraud losses and funding receivables for a limited period
before initial billing. Under the MasterCard International and VISA systems, a
portion of this interchange in connection with cardholder charges for
merchandise and services is passed from banks which clear the transactions for
merchants to credit card-issuing banks. interchange ranges from approximately
1% to 2% of the transaction amount. Citibank (South Dakota) is required to
transfer to the Master Trust Interchange attributed to cardholder charges for
merchandise and services in the accounts. interchange is allocated to the
Master Trust on the basis of the ratio that the amount of cardholder charges
for merchandise and services in the accounts bears to the total amount of
cardholder charges for merchandise and services in the portfolio of credit
card accounts owned by Citibank (South Dakota). MasterCard International and
VISA may change the amount of interchange reimbursed to banks issuing their
credit cards.
THE CREDIT CARD RECEIVABLES
The receivables in the credit card accounts as of ___________ __,
199_ included $______________ of finance charge receivables and $____________
of principal receivables --which amounts include overdue finance charge
receivables and overdue principal receivables. As of _____________ __, [ ]
there were ______________ accounts. Included within the accounts are inactive
accounts that have no balance. The accounts had an average principal
receivable balance of $_____ and an average credit limit of $_____. The
average total receivable balance in the accounts as a percentage of the
average credit limit with respect to the accounts was __%. Approximately __%
of the accounts were opened before ___________ 199_. Of the accounts,
approximately ______% related to cardholders with billing addresses in
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<PAGE>
California, _____% in New York, _____% in Texas and _____% in Florida. Not
more than 5% of the accounts related to cardholders having billing addresses
in any other single state.
The credit card accounts include receivables which, in accordance
with the servicer's normal servicing policies, were charged-off as
uncollectible before they were added to the Master Trust. However, for
purposes of calculation of the amount of principal receivables and finance
charge receivables in the Master Trust for any date, the balance of the
charged-off receivables is zero and the Master Trust owns only the right to
receive recoveries on these receivables.
The following tables summarize the credit card accounts by various
criteria as of __________ __, 199_. References to "Receivables Outstanding" in
these tables include both finance charge receivables and principal
receivables. Because the composition of the accounts will change in the
future, these tables are not necessarily indicative of the future composition
of the accounts.
Credit balances presented in the following table are a result of
cardholder payments and credit adjustments applied in excess of a credit card
account's unpaid balance. Accounts which have a credit balance are included
because receivables may be generated in these accounts in the future. Credit
card accounts which have no balance are included because receivables may be
generated in these accounts in the future.
COMPOSITION OF ACCOUNTS BY ACCOUNT BALANCE
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Account Balance Accounts Accounts Outstanding Outstanding
- --------------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Credit Balance................
No Balance....................
Less than or equal to $500.00.
$500.01 to $1,000.00..........
$1,000.01 to $2,000.00........
$2,000.01 to $3,000.00........
$3,000.01 to $4,000.00........
$4,000.01 to $5,000.00........
$5,000.01 to $6,000.00........
$6,000.01 to $7,000.00........
$7,000.01 to $8,000.00........
$8,000.01 to $9,000.00........
$9,000.01 to $10,000.00.......
Over $10,000.00...............
</TABLE>
Total....................
COMPOSITION OF ACCOUNTS BY CREDIT LIMIT
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Credit Limit Accounts Accounts Outstanding Outstanding
- ------------ -------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Less than or equal to $500.00..
$500.01 to $1,000.00...........
</TABLE>
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<PAGE>
$1,000.01 to $2,000.00.........
$2,000.01 to $3,000.00.........
$3,000.01 to $4,000.00.........
$4,000.01 to $5,000.00.........
Over $5,000.00.................
Total.....................
Accounts presented in the table below as "Current" include accounts
on which the minimum payment has not been received before the next billing
date following the issuance of the related bill.
COMPOSITION OF ACCOUNTS BY PAYMENT STATUS
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Payment Status Accounts Accounts Outstanding Outstanding
- -------------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Current.......................
Up to 34 days delinquent......
35 to 64 days delinquent......
65 to 94 days delinquent......
95 to 124 days delinquent.....
125 to 154 days delinquent....
155 to 184 days delinquent....
Total....................
</TABLE>
COMPOSITION OF ACCOUNTS BY AGE
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Age Accounts Accounts Outstanding Outstanding
- --- --------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Less than or equal to 6
months.......................
Over 6 months to 12 months....
Over 12 months to 24 months...
Over 24 months to 36 months...
Over 36 months to 48 months...
Over 48 months................
Total....................
</TABLE>
BILLING AND PAYMENTS
The credit card accounts have different billing and payment
structures, including different periodic finance charges and fees. The
following information reflects the current billing and payment characteristics
of the accounts.
Citibank (South Dakota) sends monthly billing statements to
cardholders with balances at the end of each billing period. Each month a
MasterCard or VISA cardholder must make a minimum payment equal to the sum of
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<PAGE>
(1) the greater of $20 -- or, if the then current balance is
less than $20, that balance --and 1/48 of the then current
balance,
(2) any amount which is past due and
(3) any amount which is in excess of the credit limit.
The required minimum payment, however, cannot be less than the
finance charges billed.
A periodic finance charge is assessed on the credit card accounts.
The periodic finance charge assessed on balances for purchases and cash
advances for a majority of the accounts is calculated by multiplying (1) the
daily balances for each day during the billing cycle by (2) the applicable
daily periodic finance charge rate, and summing the results for each day in
the billing period. The daily balance is calculated by taking the previous
day's balance, adding any new purchases or cash advances and fees, adding the
daily finance charge on the previous day's balance, and subtracting any
payments or credits. Cash advances are included in the daily balance from the
date the advances are made. Purchases are included in the daily balance
generally from the date of purchase. Periodic finance charges are not assessed
in most circumstances on purchase amounts if all balances shown in the
previous billing statement are paid in full by the due date indicated on the
statement.
The periodic finance charge assessed on balances in most credit card
accounts for purchases is currently the Prime Rate, as published in The Wall
Street Journal, plus a percentage ranging from 5.4% to 12.9%. As of the most
recent quarterly reset date, the periodic finance charge on balances in most
accounts for purchases ranged from ____% to ____%. The periodic finance charge
assessed on balances in most credit card accounts for cash advances is
currently 19.99%. Citibank (South Dakota) may change the periodic finance
charge on accounts at any time by written notice to the cardholders.
Any increase in the finance charge will become effective upon the
earlier of subsequent use of a card and the expiration of a 25-day period from
the date the change was made effective -- assuming failure on the part of the
cardholder to object to the new rate. Citibank (South Dakota) also offers
promotional rates of limited duration to attract new cardholders and to
promote balance transfers from other credit card issuers and the periodic
finance charge on a limited number of accounts may be greater or less than
those assessed by Citibank (South Dakota) generally.
Before December 1993, Citibank (South Dakota) generally assessed an
annual membership fee of between $20 and $100 per account. Effective December
1, 1993, Citibank (South Dakota) eliminated the annual membership fee for some
premium and nonpremium cardholders who met specified non-delinquency criteria.
This change did not apply to affinity or co-branded card products. In
addition, effective January 1, 1995, Citibank (South Dakota) eliminated the
annual fees applicable to some other accounts, including some of its affinity
and co-branded card products.
Some of the accounts may be subject to additional fees, including:
o a late fee of $29 if Citibank (South Dakota) does not receive a
required minimum payment by the payment due date shown on the
monthly billing statement, which fee is assessed monthly until
the account is less than 30 days past due;
o a cash advance fee which is generally equal to 3.0% of the
amount of the cash advance, subject to a minimum fee of $5;
o a returned payment fee of $29;
I-6
<PAGE>
o a returned check fee of $29;
o a stop payment fee of $29; and
o a fee of $29 for each billing period with respect to each
account with an outstanding balance over the credit limit
established for that account.
Payments by cardholders on the accounts are processed and applied to
all minimum amounts due, from the oldest to the most current, with respect to
the following items in the following order:
(1) periodic finance charges on cash advances,
(2) periodic finance charges on purchases,
(3) cash advance amounts and
(4) purchase amounts.
When all minimum amounts due are paid, payments are generally
allocated first to cash advance balances and then to purchase balances. We
cannot provide any assurance that periodic finance charges, fees and other
charges will remain at current levels in the future.
I-7
<PAGE>
CITIBANK CREDIT CARD ISSUANCE TRUST
CITISERIES
$_____________ ___% Class [ - ] Notes
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
Originators of the Trust
Prospectus Supplement
Dated ____________ __, [ ]
Underwriters of the Class [ - ] Notes
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. No
one has been authorized to provide you with different information.
The Notes are not being offered in any state where the offer is not
permitted.
The Issuer does not claim the accuracy of the information in this
prospectus supplement and the accompanying prospectus as of any date other
than the dates stated on their respective covers.
Until the date which is 90 days after the date of this prospectus
supplement, all dealers effecting transactions in the Notes, whether or not
participating in this distribution, may be required to deliver a prospectus
supplement and prospectus. This is in addition to the obligation of dealers to
deliver a prospectus supplement and prospectus when acting as underwriter of
the Notes and with respect to their unsold allotments or subscriptions.
I-8
<PAGE>
[FLAG]
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
Subject to Completion, dated December 20, 1999
FORM OF PROSPECTUS SUPPLEMENT FOR
A SINGLE ISSUANCE SERIES OF NOTES
PROSPECTUS SUPPLEMENT DATED __________ __, [ ]
(to Prospectus dated __________ __, [ ])
CITIBANK CREDIT CARD ISSUANCE TRUST
SERIES [ - ] NOTES
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
Originators of the Trust
The Issuer will issue and sell
<TABLE>
<CAPTION>
<S> <C> <C> <C>>
Class A Notes Class B Notes Class C Notes
Principal amount..........$ ____________ $ ____________ $ ____________
Interest rate............... ____% per annum ____% per annum ____% per annum
Interest payment dates...... __ day of each __ day of each __ day of each
_________, beginning _________, beginning _________, beginning
________ __, [ ] _____ __, [ ] ________ __, [ ]
Expected principal payment
date............................_________ __, 20__ _________ __, 20__ _________ __, 20__
Legal maturity date _________ __, 20__ _________ __, 20__ _________ __, 20__
Expected issuance date............._________ __, 20__ _________ __, 20__ _________ __, 20__
Price to public....................$[...] (or [...]%) $[...] (or [...]%) $[...] (or [...]%)
Underwriting discount..............$[...] (or [...]%) $[...] (or [...]%) $[...] (or [...]%)
Proceeds to the Issuer.............$[...] (or [...]%) $[...] (or [...]%) $[...] (or [...]%)
</TABLE>
Principal payments on the Class B Notes are subordinated to payments
on the Class A Notes. Principal payments on the Class C Notes are subordinated
to payments on the Class A and Class B Notes.
YOU SHOULD REVIEW AND CONSIDER THE DISCUSSION UNDER "RISK FACTORS" BEGINNING
ON PAGE [ ] OF THE ACCOMPANYING PROSPECTUS BEFORE YOU PURCHASE ANY NOTES.
Neither the Securities and Exchange Commission nor any state securities
commission has approved the Notes or determined that this prospectus
supplement or the prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The Notes are obligations of Citibank Credit Card Issuance Trust only and are
not obligations of any other person. Each class of Notes is secured by only
some of the assets of Citibank Credit Card Issuance Trust. Noteholders will
have no recourse to any other assets of Citibank Credit Card Issuance Trust
for the payment of the Notes. The Notes are not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
- -------------------------------------------------------------------------------
UNDERWRITERS OF THE CLASS A NOTES
[ ]
UNDERWRITERS OF THE CLASS B NOTES
[ ]
UNDERWRITERS OF THE CLASS C NOTES
[ ]
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Summary of Terms............................................................S-3
Underwriting................................................................S-7
Annex I: The Master Trust Receivables and Accounts..........................I-1
The table of contents for the prospectus appears on page 2 of that
document.
---------------------------
Information about the Series [ - ] Notes is in two separate
documents: a prospectus and a prospectus supplement. The prospectus provides
general information about the series of Notes issued by Citibank Credit Card
Issuance Trust, some of which may not apply to the Series [ - ] Notes. The
prospectus supplement provides the specific terms of the Series [ - ] Notes.
You should carefully read both the prospectus and the prospectus supplement
before you purchase any Series [ - ] Notes.
This prospectus supplement may update or modify information in the
accompanying prospectus.
In deciding whether to purchase the Series [ - ] Notes, you should
rely solely on the information in this prospectus supplement and the
accompanying prospectus. We have not authorized anyone to give you different
information about the Series [ - ] Notes.
This prospectus supplement may be used to offer and sell the Series
[ - ] Notes only if accompanied by the prospectus.
---------------------------
The Class A Notes, the Class B Notes and the Class C Notes are
offered subject to receipt and acceptance by the underwriters and to their
right to reject any order in whole or in part and to withdraw, cancel or
modify the offer without notice.
S-2
<PAGE>
SUMMARY OF TERMS
Because this is a summary it does not contain all the information
you may need to make an informed investment decision. You should read the
entire prospectus supplement and prospectus before you purchase any Series [ -
] Notes.
There is a glossary beginning on page 89 of the prospectus where
you will find the definitions of certain terms -- including terms that are not
capitalized -- used in this prospectus supplement.
SECURITIES OFFERED $___________ ____% Class A Notes, Series [ - ].
$___________ ____% Class B Notes, Series [ - ].
$___________ ____% Class C Notes, Series [ - ].
The Series [ - ] Notes are issued by, and are obligations
of, Citibank Credit Card Issuance Trust. The Issuer will
not issue any other class or subclass of Notes of this
series.
INTEREST The Class A Notes will accrue interest at the rate of
____% per annum.
The Class B Notes will accrue interest at the rate of
____% per annum.
The Class C Notes will accrue interest at the rate of
____% per annum.
Interest on the Series [ - ] Notes will begin to accrue on
__________ __, [ ] and will be calculated on the basis of
a 360-day year of twelve 30-day months.
The Issuer will make interest payments on the Series [ - ]
Notes on the ____ day of each __________, beginning
_________ __, [ ]. Interest payments due on a day that is
not a business day in New York, South Dakota or Nevada,
will be made on the following business day.
The payment of accrued interest on a class of Series [ - ]
Notes is not senior to or subordinated to payment of
interest on any other class of Series [ - ] Notes.
PRINCIPAL The Issuer expects to pay the stated principal amount of
the Class A, Class B and Class C Notes in one payment on
____________ __, 20__, which is the expected principal
payment date, and the Issuer is obligated to do so if
funds are available for that purpose. However, if the
stated principal amount of any class of Series [ - ] Notes
is not paid in full on its expected principal payment
date, the holders of that class will not have any remedies
against the Issuer until ____________ __, 20__, the legal
maturity date of the Notes.
S-3
<PAGE>
If the stated principal amount of the Class A, Class B or
Class C Notes is not paid in full on the expected
principal payment date, then principal and interest
payments on the Series [ - ] Notes will be made monthly
until they are paid in full or the legal maturity date
occurs, whichever is earlier. However, if the nominal
liquidation amount of that class has been reduced, the
amount of principal collections and finance charge
collections available to pay principal of and interest on
the Series [ - ] Notes will be reduced. See "The
Notes--Stated Principal Amount, Outstanding Dollar
Principal Amount and Nominal Liquidation Amount of Notes"
in the prospectus.
The initial nominal liquidation amount of the Class A
Notes is $__________, of the Class B Notes is $__________,
and of the Class C Notes is $__________. If the nominal
liquidation amount of a class of Notes is reduced by
reallocations of principal of that class to pay interest
on a senior class, and as a result of charge-offs to the
principal receivables held in the Master Trust and not
reimbursed as described in the prospectus, not all of the
principal of the Notes of that class will be paid. See
"The Notes--Stated Principal Amount, Outstanding Dollar
Principal Amount and Nominal Liquidation Amount of Notes"
in the prospectus.
Principal of the Class A Notes will generally be paid in
full before any principal of the Class B Notes or Class C
Notes is paid, and principal of the Class B Notes will
generally be paid in full before any principal of the
Class C Notes is paid. However, there are some exceptions
to this rule. See "The Notes--Subordination of Principal"
in the prospectus.
Principal of a Series [ - ] Note may be paid earlier than
its expected principal payment date if an early redemption
event occurs with respect to that Note. See "Covenants,
Events of Default, Early Redemption Events and Indenture
Amendments--Early Redemption Events" in the prospectus.
[OUTSTANDING DOLLAR
PRINCIPAL AMOUNT Include only for OID Notes and foreign currency Notes.]
CLASS C RESERVE
ACCOUNT The Issuer will establish a Class C reserve account to
provide credit enhancement solely for the holders of the
Class C Notes.
Funds on deposit in the Class C reserve account will be
available to holders of Class C Notes to cover shortfalls
of interest payable on interest payment dates. Funds on
deposit in the Class C reserve account will also be
available to holders of Class C Notes on any day when
principal is payable, but only to the extent that the
nominal liquidation amount of the Class C Notes plus funds
on deposit in the Class C principal funding account is
less than the outstanding dollar principal amount of the
Class C Notes.
S-4
<PAGE>
No funds will be deposited into the Class C reserve
account on the date the Class C Notes are issued. However,
if the finance charge collections generated by the Master
Trust after subtracting payment of fees and expenses of
the Indenture Trustee and interest payments on the Notes
fall below the level specified in the table below, the
Issuer will be required to fund the Class C reserve
account to the level specified in the table below.
Percentage of excess finance Percentage of principal
charge collections, averaged amount of Series [ - ]
over three most recent Notes required to be in
months reserve account
---------------------------- -----------------------
The Class C reserve account will be funded from monthly
finance charge collections from the Collateral Certificate
after payment of fees and expenses of the Indenture
Trustee, required interest deposits and other payments
described under "Deposit and Application of
Funds--Targeted deposits to the Class C reserve account"
in the prospectus.
The amount required to be in the Class C reserve account
will be adjusted to the percentages specified in the table
as the excess finance charge collections rise or fall. If
an early redemption event occurs with respect to the Class
C Notes, the required Class C reserve account amount will
be ___% of the outstanding dollar principal amount of the
Series [ - ] Notes.
OPTIONAL REDEMPTION
BY THE ISSUER The Issuer has the right, but not the obligation, to
redeem the Series [ - ] Notes in whole but not in part on
any day on or after the day on which the outstanding
dollar principal amount of the Series [ - ] Notes is
reduced to less than 5% of its initial outstanding dollar
principal amount. This repurchase option is referred to as
a clean-up call.
If the Issuer elects to redeem the Series [ - ] Notes, it
will notify the registered holders of the redemption at
least 30 days prior to the redemption date. The redemption
price of a Series [ - ] Note so redeemed will equal 100%
of the outstanding dollar principal amount of that Note,
plus accrued but unpaid interest on the Note to but
excluding the date of redemption.
If the Issuer is unable to pay the redemption price in
full on the redemption date, monthly payments on the
Series [ - ] Notes will thereafter be made until the
principal amount of the Series [ - ] Notes, plus all
accrued and unpaid interest, is paid in full or the legal
maturity date occurs, whichever is earlier. Any funds in
the principal funding account and interest funding account
for a
S-5
<PAGE>
redeemed Series [ - ] Note will be applied to make the
principal and interest payments on that Note on the
redemption date. Principal payments on redeemed Series [ -
] Notes will be made first to the Class A Notes until paid
in full, then to the Class B Notes until paid in full and
finally to the Class C Notes until paid in full.
SECURITY FOR THE
NOTES The Series [ - ] Notes are secured by a shared security
interest in the Collateral Certificate and the collection
account, and each class of Series [ - ] Notes is secured
by a security interest in the applicable principal funding
subaccount, the interest funding subaccount and in the
case of Class C Notes only, the Class C reserve account.
See "Sources of Funds to Pay the Notes--The Collateral
Certificate" and "--The Trust Accounts" in the prospectus.
LIMITED RECOURSE
TO THE ISSUER Only the portion of the principal collections and finance
charge collections received by the Issuer under the
Collateral Certificate and allocated to the Series [ - ]
Notes and funds in the applicable trust accounts provide
the source of payment for principal of or interest on any
class of the Series [ - ] Notes. The Series [ - ]
Noteholders will have no recourse to any other assets of
the Issuer or any other person or entity for the payment
of principal of or interest on the Notes.
MASTER TRUST ASSETS
AND RECEIVABLES The Collateral Certificate, which is the primary source of
funds for the payment of principal of and interest on the
Notes, is an investor certificate issued by Citibank
Credit Card Master Trust I. The Collateral Certificate
represents an undivided interest in the assets of the
Master Trust. The Master Trust assets include credit card
receivables from selected MasterCard and VISA revolving
credit card accounts that meet the eligibility criteria
for inclusion in the Master Trust. These eligibility
criteria are discussed in the prospectus under "The Master
Trust--Master Trust Assets."
The credit card receivables in the Master Trust consist of
principal receivables and finance charge receivables.
Principal receivables include amounts charged by
cardholders for merchandise and services and amounts
advanced to cardholders as cash advances. Finance charge
receivables include periodic finance charges, annual
membership fees, cash advance fees, late charges and
certain other fees billed to cardholders.
The aggregate amount of credit card receivables in the
Master Trust as of __________ __, [ ] was $______________,
of which $__________ were principal receivables and
$_____________ were finance charge receivables. See "The
Master Trust Receivables and Accounts" in Annex I of this
prospectus supplement for more detailed financial
information on the receivables and the accounts.
S-6
<PAGE>
PARTICIPATION WITH
OTHER SERIES The Series [ - ]_ Notes will be the __ series of
Notes issued by the Issuer and still outstanding. The
Series [ - ] Notes and the other __ outstanding series of
Notes together comprise "Group 1."
Collections of finance charge receivables allocable to
each series in Group 1 will be aggregated and made
available for required interest payments for all series in
Group 1. Consequently, the future issuance of a new series
in Group 1 may have the effect of reducing or increasing
the amount of finance charge receivables represented by
the Collateral Certificate allocable to your Notes.
As of ____________ __, [ ], the weighted average interest
rate payable by the Issuer on the __ outstanding series of
Notes in Group 1 was approximately ______% per annum. As
of that date, the aggregate outstanding dollar principal
amount of those Notes was approximately
$__________________.
See "Deposit and Application of Funds --Allocation to
interest funding subaccounts" in the prospectus.
STOCK EXCHANGE
LISTING The Issuer will apply to list the Series [ - ] Notes on
the Luxembourg Stock Exchange. The Issuer cannot guarantee
that the application for the listing will be accepted. You
should consult with Banque Internationale a Luxembourg,
the Luxembourg listing agent for the Notes, 69, route
d'Esch, L- 2953 Luxembourg, phone number (352) 4590-1, to
determine whether the Series [ - ] Notes have been listed
on the Luxembourg Stock Exchange.
S-7
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement
for the Class A Notes, the Issuer has agreed to sell to each of the
underwriters named below, and each of those underwriters has severally agreed
to purchase, the principal amount of Class A Notes set forth opposite its
name:
Class A Notes
Class A Underwriters Principal
Amount
Total............................................. $
=======
The several Class A Underwriters have agreed, subject to the terms
and conditions of the underwriting agreement, to purchase all
$__________________ aggregate principal amount of Class A Notes if any Class A
Notes are purchased.
The Class A Underwriters have advised the Issuer that the several
Class A Underwriters propose initially to offer the Class A Notes to the
public at the public offering price set forth on the cover page of this
prospectus supplement, and to certain dealers at that public offering price
less a concession not in excess of _____% of the principal amount of the Class
A Notes. The Class A Underwriters may allow, and those dealers may reallow to
other dealers, a concession not in excess of _____% of the principal amount.
Subject to the terms and conditions of the underwriting agreement
for the Class B Notes, the Issuer has agreed to sell to each of the
underwriters named below, and each of those underwriters has severally agreed
to purchase, the principal amount of Class B Notes set forth opposite its
name:
Class B Notes
Class B Underwriters Principal
Amount
Total............................................. $
========
The several Class B Underwriters have agreed, subject to the terms
and conditions of the underwriting agreement, to purchase all
$__________________ aggregate principal amount of Class B Notes if any Class B
Notes are purchased.
The Class B Underwriters have advised the Issuer that the several
Class B Underwriters propose initially to offer the Class B Notes to the
public at the public offering price set forth on the cover page of this
prospectus supplement, and to certain dealers at that public offering price
less a concession not in excess of _____% of the principal amount of the Class
B Notes. The Class B Underwriters may allow, and those dealers may reallow to
other dealers, a concession not in excess of _____% of the principal amount.
S-8
<PAGE>
Subject to the terms and conditions of the underwriting agreement for
the Class C Notes, the Issuer has agreed to sell to each of the underwriters
named below, and each of those underwriters has severally agreed to purchase,
the principal amount of Class C Notes set forth opposite its name:
Class C Notes
Class C Underwriters Principal
Amount
Total........................................... $
========
The several Class C Underwriters have agreed, subject to the terms
and conditions of the underwriting agreement, to purchase all
$__________________ aggregate principal amount of Class C Notes if any Class C
Notes are purchased.
The Class C Underwriters have advised the Issuer that the several
Class C Underwriters propose initially to offer the Class C Notes to the
public at the public offering price set forth on the cover page of this
prospectus supplement, and to certain dealers at that public offering price
less a concession not in excess of _____% of the principal amount of the Class
C Notes. The Class C Underwriters may allow, and those dealers may reallow to
other dealers, a concession not in excess of _____% of the principal amount.
After the public offering, the public offering price and other
selling terms may be changed by the Class A Underwriters, Class B Underwriters
and Class C Underwriters.
Each underwriter of the Series [ ]- _ Notes has agreed that:
o it has complied and will comply with all applicable provisions
of the Financial Services Act 1986 with respect to anything
done by it in relation to the Series [ ]- __ Notes in, from or
otherwise involving the United Kingdom;
o it has only issued, distributed or passed on and will only
issue, distribute or pass on in the United Kingdom any document
received by it in connection with the issue of the Series [ ]-
__ Notes to a person who is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or is a person to whom
such document may otherwise lawfully be issued, distributed or
passed on;
o if it is an authorized person under Chapter III of Part I of
the Financial = Services Act 1986, it has only promoted and
will only promote (as that term is defined in Regulation
1.02(2) of the Financial Services (Promotion of Unregulated
Schemes) Regulations 1991) to any person in the United Kingdom
the scheme described in this prospectus supplement and the
prospectus if that person is a kind described either in Section
76(2) of the Financial Services Act 1986 or in Regulation 1.04
of the Financial Services (Promotion of Unregulated Schemes)
Regulations 1991; and
S-9
<PAGE>
o it is a person of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996.
In connection with the sale of the Series [ ]- _ Notes, the
underwriters may engage in:
o over-allotments, in which members of the syndicate selling the
Series [ ]- _ Notes sell more Notes than the Issuer actually
sold to the syndicate, creating a syndicate short position;
o stabilizing transactions, in which purchases and sales of the
Series [ ]- _ Notes may be made by the members of the selling
syndicate at prices that do not exceed a specified maximum;
o syndicate covering transactions, in which members of the
selling syndicate purchase Series [ ]- _ Notes in the open
market after the distribution has been completed in order to
cover syndicate short positions; and
o penalty bids, by which underwriters reclaim a selling
concession from a syndicate member when the Series [ ]- _ Notes
originally sold by that syndicate member are purchased in a
syndicate covering transaction to cover syndicate short
positions.
These stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the Series [ ]- _ Notes to be higher than
it would otherwise be. These transactions, if commenced, may be discontinued
at any time.
The Issuer will indemnify the underwriters against certain
liabilities, including liabilities under applicable securities laws, or
contribute to payments the underwriters may be required to make in respect of
those liabilities.
The closing of the sale of each class of Series [ - ] Notes is a
condition to the closing of the sale of the other classes.
Salomon Smith Barney Inc. is an affiliate of the Issuer.
This prospectus supplement and the accompanying prospectus may be
used by Salomon Smith Barney Inc. and/or other affiliates of the Issuer in
connection with offers and sales related to market-making transactions in the
Series [ - ] Notes. The Issuer's affiliates may act as principal or agent in
these market-making transactions. Market-making sales will be made at prices
related to prevailing market prices at the time of sale.
S-10
<PAGE>
The Issuer will receive proceeds of approximately $_____________from
the sale of the Series [ - ] Notes. This amount represents ____% of the
principal amount of the Class A Notes, _____% of the principal amount of the
Class B Notes, and _____% of the principal amount of the Class C Notes. The
Issuer will receive this amount net of the underwriting discount of
$__________. The underwriting discount represents _____% of the principal
amount of the Class A Notes, _____% of the principal amount of the Class B
Notes and _____% of the principal amount of the Class C Notes. Additional
offering expenses are estimated to be $---------------.
S-11
<PAGE>
ANNEX I
This annex forms an integral part of the prospectus supplement.
THE MASTER TRUST RECEIVABLES AND ACCOUNTS
The following information relates to the credit card receivables
owned by Citibank Credit Card Master Trust I and the related credit card
accounts.
LOSS AND DELINQUENCY EXPERIENCE
The following table sets forth the loss experience for cardholder
payments on the credit card accounts for each of the periods shown. Losses
consist of write-offs of principal receivables. These losses are presented
below on a cash basis. If accrued finance charge receivables that have been
written off were included in losses , Net Losses would be higher as an
absolute number and as a percentage of the average of principal and finance
charge receivables outstanding during the periods indicated. Average Principal
Receivables Outstanding is the average of principal receivables outstanding
during the periods indicated. The percentage reflected for the ____ months
ended _______ __, 199_ is an annualized number. We can not provide any
assurance that the loss experience for the receivables in the future will be
similar to the historical experience set forth below.
LOSS EXPERIENCE FOR THE ACCOUNTS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
-----
Months Year Ended December 31,
Ended ----------------------------
199_ 199_ 199_
------- ----- ------ ------
<S> <C> <C> <C> <C>
Average Principal Receivables
Outstanding..................
Net Losses....................
Net Losses as a Percentage
of Average Principal
Receivables Outstanding......
</TABLE>
Net losses as a percentage of gross charge-offs for the first ____
months of 199_ were ____% and for each of the years ended December 31, 199_,
199_ and 199_ were ____%, ____% and ____%, respectively. Gross charge-offs are
charge-offs before recoveries and do not include the amount of any reductions
in Average Principal Receivables Outstanding due to fraud, returned goods,
customer disputes or certain other miscellaneous write-offs.
The following table sets forth the delinquency experience for
cardholder payments on the credit card accounts for each of the periods shown.
The Delinquent Amount includes both principal receivables and finance charge
receivables. The percentages are the result of dividing the Delinquent Amount
by the average of principal and finance charge receivables outstanding during
the periods indicated. We can not provide any assurance that the delinquency
experience for the receivables in the future will be similar to the historical
experience set forth below.
I-1
<PAGE>
DELINQUENCIES AS A PERCENTAGE OF THE ACCOUNTS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
As of As of December 31,
199 199 199 199
--------- --------- --------- ---------
Number of Days Delinquent Delinquent Delinquent Delinquent
Delinquent Amount Amount Amount Amount
<S> <C> <C> <C> <C>
35-64 days............
65-94 days............
95 days or more.......
Total............
</TABLE>
REVENUE EXPERIENCE
The revenues for the credit card accounts from finance charges, fees
paid by cardholders and interchange for the ____ months ended _________ __,
199_ and for each year of the three-year period ended December 31, 199_ are
set forth in the following table.
The revenue experience in this table is presented on a cash basis
before deduction for charge-offs. Average Revenue Yield is the result of
dividing Finance Charges and Fees Paid by Average Principal Receivables
Outstanding during the periods indicated. The percentage for the ____ months
ended _____________ __, 199_ is an annualized number. Revenues from finance
charges, fees and interchange will be affected by numerous factors, including
the periodic finance charge on the credit card receivables, the amount of any
annual membership fee, other fees paid by cardholders, the percentage of
cardholders who pay off their balances in full each month and do not incur
periodic finance charges on purchases, the percentage of credit card accounts
bearing finance charges at promotional rates and changes in the level of
delinquencies on the receivables.
REVENUE EXPERIENCE FOR THE ACCOUNTS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
-----
Months Year Ended December 31,
Ended -------------------------------
199_ 199_ 199_
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Finance Charges and Fees
Paid........................
Average Revenue Yield........
</TABLE>
The revenues from periodic finance charges and fees -- other than
annual fees --depend in part upon the collective preference of cardholders to
use their credit cards as revolving debt instruments for purchases and cash
advances and to pay off account balances over several months -- as opposed to
convenience use, where cardholders pay off their entire balance each month,
thereby avoiding periodic finance charges on their purchases -- and upon other
card-related services for which the cardholder pays a fee. Fees for these
other services will be treated for purposes of the pooling and servicing
agreement as principal receivables rather than finance charge receivables;
however, the Banks may specify that they will treat these fees as finance
charge receivables. Revenues from periodic finance charges and fees also
depend on the types of charges and fees assessed on the credit card accounts.
Accordingly, revenues will be affected by future changes in the types of
charges and fees assessed on the accounts and in the types of additional
accounts added from time to time. These revenues could be adversely affected
by future changes in fees and charges assessed by Citibank (South Dakota) and
other factors.
I-2
<PAGE>
CARDHOLDER MONTHLY PAYMENT RATES
Monthly payment rates on the credit card receivables may vary
because, among other things, a cardholder may fail to make a required payment,
may only make the minimum required payment or may pay the entire outstanding
balance. Monthly payment rates on the receivables may also vary due to
seasonal purchasing and payment habits of cardholders. The following table
sets forth the highest and lowest cardholder monthly payment rates for the
credit card accounts during any month in the periods shown and the average of
the cardholder monthly payment rates for all months during the periods shown,
in each case calculated as a percentage of the total beginning account
balances for that month. Monthly payment rates include amounts that would be
deemed payments of principal receivables and finance charge receivables with
respect to the accounts. In addition, the amount of outstanding receivables
and the rates of payments, delinquencies, charge-offs and new borrowings on
the accounts depend on a variety of factors including seasonal variations, the
availability of other sources of credit, general economic conditions, tax
laws, consumer spending and borrowing patterns and the terms of the accounts,
which Citibank (South Dakota) may change.
CARDHOLDER MONTHLY PAYMENT RATES FOR THE ACCOUNTS
<TABLE>
<CAPTION>
-----
Months Year Ended December 31,
Ended ------------------------------
199_ 199_ 199_
--------- ------- -------- -------
<S> <C> <C> <C> <C>
Lowest Month.................
Highest Month................
Average of the Months in
the Period..................
INTERCHANGE
</TABLE>
Creditors participating in the MasterCard International and VISA
associations receive interchange as partial compensation for taking credit
risk, absorbing fraud losses and funding receivables for a limited period
before initial billing. Under the MasterCard International and VISA systems, a
portion of this interchange in connection with cardholder charges for
merchandise and services is passed from banks which clear the transactions for
merchants to credit card-issuing banks. interchange ranges from approximately
1% to 2% of the transaction amount. Citibank (South Dakota) is required to
transfer to the Master Trust interchange attributed to cardholder charges for
merchandise and services in the accounts. Interchange is allocated to the
Master Trust on the basis of the ratio that the amount of cardholder charges
for merchandise and services in the accounts bears to the total amount of
cardholder charges for merchandise and services in the portfolio of credit
card accounts owned by Citibank (South Dakota). MasterCard International and
VISA may change the amount of interchange reimbursed to banks issuing their
credit cards.
THE CREDIT CARD RECEIVABLES
The receivables in the credit card accounts as of ___________ __,
199_ included $______________ of finance charge receivables and $____________
of principal receivables --which amounts include overdue finance charge
receivables and overdue principal receivables. As of _____________ __, [ ]
there were ______________ accounts. Included within the accounts are inactive
accounts that have no balance. The accounts had an average principal
receivable balance of $_____ and an average credit limit of $_____. The
average total receivable balance in the accounts as a percentage of the
average credit limit with respect to the accounts was __%. Approximately __%
of the accounts were opened before ___________ 199_.
I-3
<PAGE>
Of the accounts, approximately ______% related to cardholders with billing
addresses in California, _____% in New York, _____% in Texas and _____% in
Florida. Not more than 5% of the accounts related to cardholders having
billing addresses in any other single state.
The credit card accounts include receivables which, in accordance
with the servicer's normal servicing policies, were charged-off as
uncollectible before they were added to the Master Trust. However, for
purposes of calculation of the amount of principal receivables and finance
charge receivables in the Master Trust for any date, the balance of the
charged-off receivables is zero and the Master Trust owns only the right to
receive recoveries on these receivables.
The following tables summarize the credit card accounts by various
criteria as of __________ __, 199_. References to "Receivables Outstanding" in
these tables include both finance charge receivables and principal
receivables. Because the composition of the accounts will change in the
future, these tables are not necessarily indicative of the future composition
of the accounts.
Credit balances presented in the following table are a result of
cardholder payments and credit adjustments applied in excess of a credit card
account's unpaid balance. Accounts which have a credit balance are included
because receivables may be generated in these accounts in the future. Credit
card accounts which have no balance are included because receivables may be
generated in these accounts in the future.
COMPOSITION OF ACCOUNTS BY ACCOUNT BALANCE
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Account Balance Accounts Accounts Outstanding Outstanding
--------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Credit Balance.....................
No Balance.........................
Less than or equal to
$500.00............................
$500.01 to $1,000.00...............
$1,000.01 to $2,000.00.............
$2,000.01 to $3,000.00.............
$3,000.01 to $4,000.00.............
$4,000.01 to $5,000.00.............
$5,000.01 to $6,000.00.............
$6,000.01 to $7,000.00.............
$7,000.01 to $8,000.00.............
$8,000.01 to $9,000.00.............
$9,000.01 to $10,000.00............
Over $10,000.00....................
Total.....................
</TABLE>
COMPOSITION OF ACCOUNTS BY PAYMENT STATUS
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Credit Limit Accounts Accounts Outstanding Outstanding
--------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
I-4
<PAGE>
Less than or equal to
$500.00.............................
$500.01 to $1,000.00................
$1,000.01 to $2,000.00..............
$2,000.01 to $3,000.00..............
$3,000.01 to $4,000.00..............
$4,000.01 to $5,000.00..............
Over $5,000.00......................
Total......................
</TABLE>
Accounts presented in the table below as "Current" include accounts
on which the minimum payment has not been received before the next billing
date following the issuance of the related bill.
< COMPOSITION OF ACCOUNTS BY PAYMENT STATUS
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Payment Status Accounts Accounts Outstanding Outstanding
--------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Current............................
Up to 34 days delinquent............
35 to 64 days delinquent............
65 to 94 days delinquent............
95 to 124 days delinquent...........
125 to 154 days delinquent..........
155 to 184 days delinquent..........
Total......................
</TABLE>
COMPOSITION OF ACCOUNTS BY AGE
<TABLE>
<CAPTION>
Percentage Percentage
of Total of Total
Number of Number of Receivables Receivables
Payment Status Accounts Accounts Outstanding Outstanding
--------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Age
Current.............................
Less than or equal to 6
months..............................
Over 6 months to 12
months.........................
Over 12 months to 24
months.........................
Over 24 months to 36
months.........................
Over 36 months to 48
months.........................
Over 48 months......................
Total......................
</TABLE>
Billing and Payments
I-5
<PAGE>
The credit card accounts have different billing and payment
structures, including different periodic finance charges and fees. The
following information reflects the current billing and payment characteristics
of the accounts.
Citibank (South Dakota) sends monthly billing statements to
cardholders with balances at the end of each billing period. Each month a
MasterCard or VISA cardholder must make a minimum payment equal to the sum of
(1) the greater of $20 -- or, if the then current balance is less
than $20, that balance --and 1/48 of the then current balance,
(2) any amount which is past due and (3) any amount which is in
excess of the credit limit.
The required minimum payment, however, cannot be less than the
finance charges billed.
A periodic finance charge is assessed on the credit card accounts.
The periodic finance charge assessed on balances for purchases and cash
advances for a majority of the accounts is calculated by multiplying (1) the
daily balances for each day during the billing cycle by (2) the applicable
daily periodic finance charge rate, and summing the results for each day in
the billing period. The daily balance is calculated by taking the previous
day's balance, adding any new purchases or cash advances and fees, adding the
daily finance charge on the previous day's balance, and subtracting any
payments or credits. Cash advances are included in the daily balance from the
date the advances are made. Purchases are included in the daily balance
generally from the date of purchase. Periodic finance charges are not assessed
in most circumstances on purchase amounts if all balances shown in the
previous billing statement are paid in full by the due date indicated on the
statement.
The periodic finance charge assessed on balances in most credit card
accounts for purchases is currently the Prime Rate, as published in The Wall
Street Journal, plus a percentage ranging from 5.4% to 12.9%. As of the most
recent quarterly reset date, the periodic finance charge on balances in most
accounts for purchases ranged from ____% to ____%. The periodic finance charge
assessed on balances in most credit card accounts for cash advances is
currently 19.99%. Citibank (South Dakota) may change the periodic finance
charge on accounts at any time by written notice to the cardholders.
Any increase in the finance charge will become effective upon the
earlier of subsequent use of a card and the expiration of a 25-day period from
the date the change was made effective -- assuming failure on the part of the
cardholder to object to the new rate. Citibank (South Dakota) also offers
promotional rates of limited duration to attract new cardholders and to promote
balance transfers from other credit card issuers and the periodic finance
charge on a limited number of accounts may be greater or less than those
assessed by Citibank (South Dakota) generally.
Before December 1993, Citibank (South Dakota) generally assessed an
annual membership fee of between $20 and $100 per account. Effective December
1, 1993, Citibank (South Dakota) eliminated the annual membership fee for some
premium and nonpremium cardholders who met specified non-delinquency criteria.
This change did not apply to affinity or co-branded card products. In
addition, effective January 1, 1995, Citibank (South Dakota) eliminated the
annual fees applicable to some other accounts, including some of its affinity
and co-branded card products.
Some of the accounts may be subject to additional fees, including:
I-6
<PAGE>
o a late fee of $29 if Citibank (South Dakota) does not receive a
required minimum payment by the payment due date shown on the
monthly billing statement, which fee is assessed monthly until
the account is less than 30 days past due;
o a cash advance fee which is generally equal to 3.0% of the
amount of the cash advance, subject to a minimum fee of $5;
o a returned payment fee of $29;
o a returned check fee of $29;
o a stop payment fee of $29; and
o a fee of $29 for each billing period with respect to each
account with an outstanding balance over the credit limit
established for that account.
Payments by cardholders on the accounts are processed and applied to
all minimum amounts due, from the oldest to the most current, with respect to
the following items in the following order:
(1) periodic finance charges on cash advances,
(2) periodic finance charges on purchases,
(3) cash advance amounts and
(4) purchase amounts.
When all minimum amounts due are paid, payments are generally
allocated first to cash advance balances and then to purchase balances. We
cannot provide any assurance that periodic finance charges, fees and other
charges will remain at current levels in the future.
I-7
<PAGE>
CITIBANK CREDIT CARD ISSUANCE TRUST
$_____________ ___% Class A Notes, Series [ - ]
$_____________ ___% Class B Notes, Series [ - ]
$_____________ ___% Class C Notes, Series [ - ]
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
Originators of the Trust
---------------------------
PROSPECTUS SUPPLEMENT
DATED ____________ __, [ ]
UNDERWRITERS OF THE CLASS A NOTES
[ ]
UNDERWRITERS OF THE CLASS B NOTES
[ ]
UNDERWRITERS OF THE CLASS C NOTES
[ ]
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. No
one has been authorized to provide you with different information.
The Notes are not being offered in any state where the offer is not
permitted.
The Issuer does not claim the accuracy of the information in this
prospectus supplement and the accompanying prospectus as of any date other
than the dates stated on their respective covers.
Until the date which is 90 days after the date of this prospectus
supplement, all dealers effecting transactions in the Notes, whether or not
participating in this distribution, may be required to deliver a prospectus
supplement and prospectus. This is in addition to the obligation of dealers to
deliver a prospectus supplement and prospectus when acting as underwriters of
the Notes and with respect to their unsold allotments or subscriptions.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be incurred
in connection with the offering of the securities being offered hereunder,
other than underwriting discounts and commissions.
Registration Fee $ 278
Printing and Engraving Expenses *
Trustee's Fees and Expenses *
Legal Fees and Expenses *
Accountants' Fees and Expenses *
Blue Sky Fees and Expenses *
Rating Agency Fees *
Miscellaneous Expenses *
Total $ *
--------
------------------------
* To be provided by amendment
ITEM 15. Indemnification of Directors and Officers.
Article TENTH of the Articles of Association of Citibank (South
Dakota), N.A. and Citibank (Nevada), National Association (collectively, the
"Banks") provides that any person, his heirs, executors or administrators, may
be indemnified or reimbursed by such Bank for reasonable expenses actually
incurred in connection with any action, suit or proceeding, civil or criminal,
to which he or they shall be made a party by reason of his being or having been
a director, officer or employee of such Bank or of any firm, corporation or
organization which he served in any such capacity at the request of such Bank;
provided, however, that no person shall be so indemnified or reimbursed in
relation to any matter in such action, suit or proceeding as to which he shall
finally be adjudged to have been guilty of or liable for gross negligence,
willful misconduct or criminal acts in the performance of his duties to such
Bank; and provided further, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit or proceeding which
has been made the subject of a compromise settlement except with the approval
of a court of competent jurisdiction or the holders of record of a majority of
the outstanding shares of such Bank, or the Board of Directors, acting by vote
of directors not parties to the same or substantially the same action, suit or
proceeding, constituting a majority of the whole number of directors. Such
Article also provides that the foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which such persons,
their heirs, executors or administrators, may be entitled as a matter of law.
There are directors' and officers' liability insurance policies
presently outstanding which insure directors and officers of Citigroup and
certain of its subsidiaries, including the Banks. The policies cover losses for
which Citigroup or any of those subsidiaries shall be required or permitted by
law to indemnify directors and officers and which result from claims made
against such directors or officers based upon the commission of wrongful acts
in the performance of their duties. The policies also cover losses which the
directors or officers must pay as the result of claims brought against them
based upon the commission of wrongful acts in the performance of their duties
and for which they are not indemnified by Citigroup or any of those
subsidiaries. The losses covered by the policies are subject to certain
exclusions and do not include fines or penalties imposed by law or other
matters deemed uninsurable under the law. The policies contain certain
self-insured retention provisions.
There are also certain additional indemnification provisions
contained in the Underwriting Agreement to be filed as Exhibit 1.1
II-1
<PAGE>
ITEM 16. EXHIBITS
(a) Exhibits.
1.1 Form of Underwriting Agreement for the Notes.*
4.1 Form of Indenture for the Notes.**
4.2 Form of Series Supplement to the Pooling and Servicing Agreement relating
to the Collateral Certificate.**
4.3 Pooling and Servicing Agreement for Citibank Credit Card Master Trust I,
incorporated by reference from Exhibit 4.2 of Citibank (South Dakota) and
Citibank (Nevada)'s Registration Statement on Form S-1 (File No.
33-41054).
4.4 Amendment No. 1 to Pooling and Servicing Agreement, incorporated by
reference from Exhibit 4.2 of Citibank (South Dakota) and Citibank
(Nevada)'s Registration Statement on Form S-1 (File No. 33-48148).
4.5 Amendment No. 2 to Pooling and Servicing Agreement, incorporated by
reference from Exhibit 4.4 of Citibank (South Dakota) and Citibank
(Nevada)'s Registration Statement on Form S-3 (File No. 33-77802).
4.6 Amendment No. 3 to Pooling and Servicing Agreement, incorporated by
reference from Exhibit 4.5 of Citibank (South Dakota) and Citibank
(Nevada)'s Registration Statement on Form S-3 (File No. 33-77802).
4.7 Amendment No. 4 to Pooling and Servicing Agreement, incorporated by
reference from Exhibit 4.6 of Citibank (South Dakota) and Citibank
(Nevada)'s Registration Statement on Form S-3 (File No. 33-77802).
4.8 Amendment No. 5 to Pooling and Servicing Agreement, incorporated by
reference from Exhibit 4 of Citibank (South Dakota) and Citibank
(Nevada)'s Current Report on Form 8-K dated January 8, 1996.
4.9 Form of Trust Agreement of Citibank Credit Card Issuance Trust.**
5.1 Opinion of Stephanie B. Mudick, Esq., General Counsel - Corporate Law,
Citigroup Inc., with respect to legality.*
8.1 Opinion of Cravath, Swaine & Moore with respect to tax matters.*
23.1 Consent of Stephanie B. Mudick, Esq., General Counsel - Corporate Law,
Citigroup Inc. (included in Exhibit 5.1).*
23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 8.1).*
24.1 Powers of Attorney.***
25.1 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939, as amended, of Bankers Trust Company, as trustee
under the Indenture.*
- ---------------------------
* To be filed by amendment.
** Filed herewith.
*** Previously Filed.
II-2
<PAGE>
(b) Financial Statements
All financial statements, schedules and historical information have
been omitted as they are not applicable.
ITEM 17. Undertakings.
Each of the undersigned Registrants hereby undertakes as follows:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that (a)(i) and (a)(ii) will not apply if the information
required to be included in a post-effective amendment thereby is contained in
periodic reports filed pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering hereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Trust's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of each
issue.
II-3
<PAGE>
(d)(1) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank (South Dakota), N.A. certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3,
reasonably believes that the security rating requirement contained in
Transaction Requirement B.5 of Form S-3 will be met by the time of sale of the
securities registered hereunder, and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Sioux Falls, South Dakota, on December 20, 1999.
CITIBANK (SOUTH DAKOTA), N.A.
as originator of
Citibank Credit Card Issuance Trust and Co-Registrant
By: /s/ Eugene D. Rowenhorst
-----------------------------------
Eugene D. Rowenhorst, Senior Vice President
CITIBANK (SOUTH DAKOTA), N.A.
as originator of
Citibank Credit Card Master Trust I and Co-Registrant
By: /s/ Eugene D. Rowenhorst
-----------------------------------
Eugene D. Rowenhorst, Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to Registration Statement has been signed on
December 20, 1999 by the following persons in the capacities indicated.
Signature Title
- --------- -----
/s/ Thomas W. Jones Director and President
- ----------------------------- (Principal Executive Officer)
Thomas W. Jones
/s/ Eugene D. Rowenhorst Director and Chief Financial Officer
- ----------------------------- (Principal Financial Officer and
Eugene D. Rowenhorst Principal Accounting Officer)
- -----------------------------
James R. Stojak Director
*
- -----------------------------
Joachim M. Paladino Director
*
- -----------------------------
Russell R. Greenfield Director
II-5
<PAGE>
- ----------------------------- Director
Jerry W. Johnson
- ----------------------------- Director
Donald Bender
- ---------------------
* The undersigned, by signing his name hereto, does hereby sign this
Amendment to Registration Statement on behalf of each of the
above-indicated directors of Citibank (South Dakota), N.A. pursuant to
powers of attorney signed by such directors.
/s/ Eugene D. Rowenhorst
------------------------
Eugene D. Rowenhorst
Attorney-in-Fact
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank (Nevada), National Association certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3, reasonably believes that the security rating requirement contained
in Transaction Requirement B.5 of Form S-3 will be met by the time of sale of
the securities registered hereunder, and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Las Vegas, Nevada, on December 20, 1999.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
as originator of
Citibank Credit Card Issuance Trust and Co-Registrant
By: /s/ Robert D. Clark
-------------------------------
Robert D. Clark, Vice President
CITIBANK (NEVADA), NATIONAL ASSOCIATION
as originator of
Citibank Credit Card Master Trust I and Co-Registrant
By: /s/ Robert D. Clark
-------------------------------
Robert D. Clark, Vice President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to Registration Statement has been signed on
December 20, 1999 by the following persons in the capacities indicated.
Signature Title
-------- -------------
/s/ Steven J. Garofalo Director and President
- ----------------------------- (Principal Executive Officer)
Steven J. Garofalo
/s/ Robert D. Clark
- ----------------------------- Chief Financial Officer and Controller
Robert D. Clark (Principal Financial Officer and
Principal Accounting Officer)
- -----------------------------
G. Daniel Clark Chairman of the Board and a Director
*
- -----------------------------
Eugene D. Rowenhorst Director
- -----------------------------
Joseph N. Crowley Director
*
- -----------------------------
Francine A. Pulliam Director
*
- -----------------------------
Russell W. Dorn Director
II-7
<PAGE>
- -----------------------------
James R. Stojak Director
- --------------------
* The undersigned, by signing his name hereto, does hereby sign this
Amendment to Registration Statement on behalf of each of the
above-indicated directors of Citibank (Nevada), National Association
pursuant to powers of attorney signed by such directors.
/s/ Robert D. Clark
-------------------
Robert D. Clark
Attorney-in-Fact
II-8
<PAGE>
EXHIBIT INDEX
1.1 Form of Underwriting Agreement for the Notes.*
4.1 Form of Indenture for the Notes.**
4.2 Form of Series Supplement to the Pooling and Servicing Agreement relating
to the Collateral Certificate.**
4.3 Pooling and Servicing Agreement for Citibank Credit Card Master Trust I,
incorporated by reference from Exhibit 4.2 of Citibank (South Dakota) and
Citibank (Nevada)'s Registration Statement on Form S-1 (File No.
33-41054).
4.4 Amendment No. 1 to Pooling and Servicing Agreement, incorporated by
reference from Exhibit 4.2 of Citibank (South Dakota) and Citibank
(Nevada)'s Registration Statement on Form S-1 (File No. 33-48148).
4.5 Amendment No. 2 to Pooling and Servicing Agreement, incorporated by
reference from Exhibit 4.4 of Citibank (South Dakota) and Citibank
(Nevada)'s Registration Statement on Form S-3 (File No. 33-77802).
4.6 Amendment No. 3 to Pooling and Servicing Agreement, incorporated by
reference from Exhibit 4.5 of Citibank (South Dakota) and Citibank
(Nevada)'s Registration Statement on Form S-3 (File No. 33-77802).
4.7 Amendment No. 4 to Pooling and Servicing Agreement, incorporated by
reference from Exhibit 4.6 of Citibank (South Dakota) and Citibank
(Nevada)'s Registration Statement on Form S-3 (File No. 33-77802).
4.8 Amendment No. 5 to Pooling and Servicing Agreement, incorporated by
reference from Exhibit 4 of Citibank (South Dakota) and Citibank
(Nevada)'s Current Report on Form 8-K dated January 8, 1996.
4.9 Form of Trust Agreement of Citibank Credit Card Issuance Trust.**
5.1 Opinion of Stephanie B. Mudick, Esq., General Counsel - Corporate Law,
Citigroup Inc., with respect to legality.*
8.1 Opinion of Cravath, Swaine & Moore with respect to tax matters.*
23.1 Consent of Stephanie B. Mudick, Esq., General Counsel - Corporate Law,
Citigroup Inc. (included in Exhibit 5.1).*
23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 8.1).*
24.1 Powers of Attorney.***
25.1 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939, as amended, of Bankers Trust Company, as trustee
under the Indenture.*
- -----------------------
* To be filed by amendment.
** Filed herewith.
*** Previously Filed.
EXHIBIT 4.1
===============================================================================
INDENTURE
dated as of [ ], [ ]
between
CITIBANK CREDIT CARD ISSUANCE TRUST,
as Issuer,
and
BANKERS TRUST COMPANY,
as Trustee
===============================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
Definitions and Other Provisions
of General Application
SECTION 101. Definitions......................................................3
SECTION 102. Compliance Certificates and Opinions............................26
SECTION 103. Form of Documents Delivered to Trustee..........................26
SECTION 104. Acts of Noteholders.............................................27
SECTION 105. Notices, etc., to Trustee and Issuer....... ....................28
SECTION 106. Notices to Noteholders; Waiver..................................29
SECTION 107. Conflict with Trust Indenture Act...............................29
SECTION 108. Effect of Headings and Table of Contents........................30
SECTION 109. Successors and Assigns..........................................30
SECTION 110. Separability Clause.............................................30
SECTION 111. Benefits of Indenture...........................................30
SECTION 112. Governing Law...................................................30
SECTION 113. Counterparts....................................................30
ARTICLE II
Note Forms
SECTION 201. Forms Generally................................................31
SECTION 202. Forms of Notes.................................................31
SECTION 203. Form of Trustee's Certificate of Authentication................31
SECTION 204. Notes Issuable in the Form of a Global Note....................32
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Page
ARTICLE III
The Notes
SECTION 301. General Title; General Limitations; Issuable in
Series; Terms of Particular Series, Class or
Tranches......................................................34
SECTION 302. Denominations.................................................38
SECTION 303. Execution, Authentication and Delivery and Dating.............39
SECTION 304. Temporary Notes...............................................40
SECTION 305. Registration, Transfer and Exchange...........................40
SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes...................42
SECTION 307. Payment of Interest; Interest Rights Preserved................42
SECTION 308. Persons Deemed Owners.........................................43
SECTION 309. Cancelation...................................................43
SECTION 310. Computation of Interest.......................................43
SECTION 311. New Issuances of Notes........................................43
SECTION 312. Specification of Required Subordinated Amount
and other Terms with Respect to each Tranche.................48
SECTION 313. Required Subordinated Amount Conditions to
Issuance of a Tranche of a Senior Class of a
Multiple Issuance Series......................................48
ARTICLE IV
Accounts and Investments
SECTION 401. Collections...................................................51
SECTION 402. Accounts......................................................51
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SECTION 403. Investment of Funds in the Accounts...........................52
SECTION 404. Excess Funds in the Interest Funding
sub-Accounts or Principal Funding sub-Accounts................54
ARTICLE V
Allocations, Deposits and Payments
SECTION 501. Allocations of Finance Charge Collections.....................55
SECTION 502. Allocations of Principal Collections..........................55
SECTION 503. Targeted Deposits of Furnace Charge Collections
and Principal Collections to the Interest Funding
Account.......................................................56
SECTION 504. Payments Received from Derivative
Counterparties for Interest; Other Deposits to the
Interest Funding Account......................................58
SECTION 505. Allocation of Deposits to Interest Funding sub-
Accounts......................................................59
SECTION 506. Deposit of Principal Funding sub-Account
Earnings in Interest Funding sub-Accounts;
Principal Funding sub-Account Earnings
Shortfall; Payments Received from Derivative
Counterparties for Interest...................................59
SECTION 507. Withdrawals from Interest Funding Account.....................61
SECTION 508. Targeted Deposits of Principal Collections to the
Principal Funding Accou.......................................62
SECTION 509. Payments Received from Derivative
Counterparties for Principal; Other Deposits to
Principal Funding Accounts....................................65
SECTION 510. Allocation to Principal Funding sub-Accounts..................65
SECTION 511. Withdrawals from Principal Funding Account....................66
SECTION 512. Limit on Reallocations of Principal Collections
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Page
Taken to Benefit Senior Classes of Single
Issuance Series...............................................68
SECTION 513. Limit on Reallocations of Principal Collections
Taken to Benefit Senior Classes in Multiple
Issuance Series...............................................69
SECTION 514. Limit on Reallocations of Principal Collections
Given to Benefit Senior Classes in Multiple
Issuance Series...............................................72
SECTION 515. Limit on Repayments of Subordinated Classes of
Single Issuance Series........................................73
SECTION 516. Limit on Repayments of Subordinated Classes of
Multiple Issuance Series......................................74
SECTION 517. Targeted Deposits to the Class C Reserve Account..............76
SECTION 518. Withdrawals from the Class C Reserve Account..................77
SECTION 519. Reinvestment in the Collateral Certificate....................77
SECTION 520. Final Payment.................................................78
SECTION 521. Timing of Deposits............................................78
SECTION 522. Sale of Credit Card Receivables on Legal Maturity
Date..........................................................78
SECTION 523. Netting of Deposits and Payments..............................79
SECTION 524. Pro Rata Payments within a Tranche............................79
ARTICLE VI
Satisfaction and Discharge
SECTION 601. Satisfaction and Discharge of Indenture.......................79
SECTION 602. Application of Trust Money....................................80
SECTION 603. Cancelation of Notes Held by the Issuer or the
Banks.........................................................80
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Page
ARTICLE VII
Remedies
SECTION 701. Events of Default.............................................81
SECTION 702. Acceleration of Maturity; Rescission and
Annulment.....................................................82
SECTION 703. Collection of Indebtedness and Suits for
Enforcement by Trustee........................................84
SECTION 704. Trustee May File Proofs of Claim..............................85
SECTION 705. Trustee May Enforce Claims Without Possession
of Notes......................................................86
SECTION 706. Application of Money Collected................................86
SECTION 707. Trustee May Elect to Hold the Collateral
Certificate...................................................87
SECTION 708. Sale of Credit Card Receivables for Accelerated
Class C Notes.................................................87
SECTION 709. Noteholders Have the Right to Direct the Time,
Method and Place of Conducting Any Proceeding
for Any Remedy Available to the Trustee.......................88
SECTION 710. Limitation on Suits...........................................89
SECTION 711. Unconditional Right of Noteholders to Receive
Principal and Interest; Limited Recourse......................89
SECTION 712. Restoration of Rights and Remedies............................90
SECTION 713. Rights and Remedies Cumulative................................90
SECTION 714. Delay or Omission Not Waiver..................................90
SECTION 715. Control by Noteholders........................................90
SECTION 716. Waiver of Past Defaults.......................................91
SECTION 717. Undertaking for Costs.........................................91
SECTION 718. Waiver of Stay or Extension Laws..............................92
ARTICLE VIII
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Page
The Trustee
SECTION 801. Certain Duties and Responsibilities...........................92
SECTION 802. Notice of Defaults............................................94
SECTION 803. Certain Rights of Trustee.....................................94
SECTION 804. Not Responsible for Recitals or Issuance of Notes.............95
SECTION 805. May Hold Notes................................................96
SECTION 806. Money Held in Trust...........................................96
SECTION 807. Compensation and Reimbursement, Limit on
Compensation, Reimbursement and Indemnity.....................96
SECTION 808. Disqualification; Conflicting Interests.......................97
SECTION 809. Corporate Trustee Required; Eligibility.......................97
SECTION 810. Resignation and Removal; Appointment of
Successor.....................................................98
SECTION 811. Acceptance of Appointment by Successor........................99
SECTION 812. Merger, Conversion, Consolidation or Succession
to Business..................................................100
SECTION 813. Preferential Collection of Claims Against Issuer.............101
SECTION 814. Appointment of Authenticating Agent..........................101
ARTICLE IX
Noteholders' Meetings, Lists, Reports by Trustee,
Issuer and Managing Beneficiary
SECTION 901. Issuer To Furnish Trustee Names and Addresses
of Noteholders...............................................103
SECTION 902. Preservation of Information; Communications to
Noteholders..................................................103
SECTION 903. Reports by Trustee...........................................105
SECTION 904. Meetings of Noteholders; Amendments and
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Page
Waivers......................................................106
SECTION 905. Reports by Issuer............................................107
SECTION 906. Accounting and Directions by the Trustee.....................108
SECTION 907. Reports by Trustee...........................................108
SECTION 908. Issuer's Report..............................................108
SECTION 909. Payment Request to Master Trust..............................108
SECTION 910. Monthly Computation Statement................................109
ARTICLE X
Supplemental Indentures; Amendments to the Pooling and
Servicing Agreement and Amendments to the Trust Agreement
SECTION 1001. Supplemental Indentures Without Consent of
Noteholders..................................................109
SECTION 1002. Supplemental Indentures with Consent of
Noteholders..................................................111
SECTION 1003. Execution of Supplemental Indentures.........................112
SECTION 1004. Effect of Supplemental Indentures............................113
SECTION 1005. Conformity with Trust Indenture Act..........................113
SECTION 1006. Reference in Notes to Supplemental Indentures................113
SECTION 1007. Amendments to the Pooling and Servicing
Agreement Without Consent....................................113
SECTION 1008. Amendments to the Pooling and Servicing
Agreement With Consent.......................................113
SECTION 1009. Amendments to the Trust Agreement Without
Consent......................................................114
SECTION 1010. Amendments to the Trust Agreement With Consent...............115
SECTION 1011. Tax .........................................................115
SECTION 1012. Notice.......................................................115
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Page
ARTICLE XI
Representations, Warranties and Covenants of Issuer
SECTION 1101. Payment of Principal and Interest............................116
SECTION 1102. Maintenance of Office or Agency..............................116
SECTION 1103. Money for Note Payments to be Held in Trust..................116
SECTION 1104. Statement as to Compliance...................................118
SECTION 1105. Legal Existence..............................................119
SECTION 1106. Further Instruments and Acts.................................119
SECTION 1107. Compliance with Laws.........................................119
SECTION 1108. Notice of Events of Default..................................119
SECTION 1109. Certain Negative Covenants...................................119
SECTION 1110. No Other Business............................................120
SECTION 1111. No Borrowing.................................................120
ARTICLE XII
Early Redemption of Notes
SECTION 1201. Applicability of Article.....................................120
SECTION 1202. Notice.......................................................122
SECTION 1203. Payment of Redemption Price..................................122
ARTICLE XIII
Collateral
SECTION 1301. Recording, Etc...............................................122
SECTION 1302. Trust Indenture Act Requirements.............................123
SECTION 1303. Suits To Protect the Collateral..............................124
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Page
SECTION 1304. Purchaser Protected..........................................124
SECTION 1305. Powers Exercisable by Receiver or Trustee....................124
SECTION 1306. Determinations Relating to Collateral........................125
SECTION 1307. Release of Collateral........................................125
SECTION 1308. Certain Actions by Trustee...................................126
SECTION 1309. Opinions as to Collateral....................................126
SECTION 1310. Delegation of Duties.........................................127
ARTICLE XIV
Miscellaneous
SECTION 1401. No Petition..................................................127
SECTION 1402. Trust Obligations............................................127
SECTION 1403. Limitations on Liability.....................................128
SECTION 1404. Notes Treated as Debt........................................128
SECTION 1405. Actions Taken by the Issuer..................................128
Exhibit A Form of Payment Request
Exhibit B Form of Monthly Computation Statement
Exhibit C Form of Issuer's Report
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<PAGE>
THIS INDENTURE between CITIBANK CREDIT CARD ISSUANCE
TRUST, a statutory business trust organized under the laws
of the State of Delaware (the "Issuer"), having its
principal office at [address], [State] [ZIP], and BANKERS
TRUST COMPANY, a New York banking corporation ( the
"Trustee"), is made and entered into as of [ ], [ ].
RECITALS OF THE ISSUER
The Issuer has duly authorized the execution and delivery of this Indenture
to provide for the issuance of its notes to be issued in one or more fully
registered or bearer series, classes or tranches.
All things necessary to make this Indenture a valid agreement of the
Issuer, in accordance with its terms, have been done.
GRANTING CLAUSE
To secure the Issuer's obligations under the Notes, the Issuer hereby
grants to (a) the Trustee, for the benefit and security of the Noteholders, (b)
each counterparty to a Derivative Agreement entered into in connection with
issuance of a tranche of Notes that expressly states it is entitled to the
benefit of the Collateral, subject to Section 1303 and (c) the Trustee, a
security interest in all of its right, title and interest, whether now owned or
hereafter acquired, in and to:
(i) the Collateral Certificate;
(ii) the Collection Account;
(iii) the Principal Funding Account;
(iv) the Interest Funding Account;
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(v) the Class C Reserve Account;
(vi) any Supplemental Account;
(vii) all sub-accounts in the Principal Funding Account, the Interest
Funding Account, the Class C Reserve Account and any Supplemental Account;
(viii) all securities, securities entitlements, investments, money and
other property held in or through the Collection Account, the Principal Funding
Account, the Interest Funding Account, the Class C Reserve Account, any
Supplemental Account or any sub-account thereof;
(ix) all rights, benefits and powers under any Derivative Agreement
relating to any tranche of Notes;
(x) all interest, principal, dividends, payments or distributions of any
nature or type on any of the above;
(xi) all rights of enforcement against any of the representations and
warranties made by the Beneficiaries pursuant to Section 3.02 of the Trust
Agreement; and
(xii) all present and future claims, demands, causes of and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all of
the foregoing.
The collateral described above is referred to as the "Collateral". The
security interest in the Collateral is granted to secure the Notes (and, to the
extent specified in the applicable terms document, the obligations under any
applicable Derivative Agreements) equally and ratably without prejudice,
priority or distinction, except as otherwise expressly provided in this
Indenture, or in the Issuer's Certificate or supplemental indenture which
establishes any tranche of Notes, between any Note and any other Note by reason
of difference in time of issuance or otherwise, and to secure (i) the payment of
all amounts due on such Notes (and, to the extent so specified, the obligations
under any Derivative Agreements) in accordance with their terms, (ii) the
payment of all other sums payable under this Indenture and (iii) compliance with
the provisions of this Indenture, all as provided in this Indenture.
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<PAGE>
The Trustee acknowledges the grant of such security interest, and accepts
the Collateral in trust hereunder in accordance with the provisions hereof and
agrees to perform the duties herein to the end that the interests of the
Noteholders may be adequately and effectively protected.
Particular Notes and Derivative Agreements will benefit from the Security
Interest to the extent (and only to the extent) proceeds and distributions on
the Collateral are allocated for their benefit pursuant to this Indenture and
the applicable terms document.
AGREEMENTS OF THE PARTIES
To set forth or to provide for the establishment of the terms and
conditions upon which the Notes are and are to be authenticated, issued and
delivered, and in consideration of the premises and the purchase of Notes by the
Holders thereof, it is mutually covenanted and agreed as follows, for the equal
and proportionate benefit of all Holders of the Notes or of a series, class or
tranche thereof, as the case may be:
LIMITED RECOURSE
The obligation of the Issuer to make payments of principal, interest and
other amounts on the Notes and to make payments on Derivative Agreements is
limited by recourse only to the Collateral.
ARTICLE I
Definitions and Other Provisions
of General Application
SECTION 101. Definitions. For all purposes of this Indenture and of any
supplemental indenture, except as otherwise expressly provided or unless the
context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;
3
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(2) all other terms used herein which are defined in the Trust
Indenture Act or by Commission rule under the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them
therein;
(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder means such accounting principles as are
generally accepted in the United States of America at the date of such
computation;
(4) all references in this Indenture to designated "Articles",
"Sections" and other subdivisions are to the designated Articles, Sections
and other subdivisions of this Indenture as originally executed. The words
"herein", "hereof" and "hereunder" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or
other subdivision; and
(5) "including" and words of similar import will be deemed to be
followed by "without limitation".
"Accounts" means, collectively, the Collection Account, the Interest
Funding Account, the Principal Funding Account, the Class C Reserve Account, and
any Supplemental Account.
"Act", when used with respect to any Noteholder, is defined in Section
104(a).
"action", when used with respect to the Issuer or any Noteholder, is
defined in Section 104(a).
"Adjusted Outstanding Dollar Principal Amount" means at any time with
respect to any tranche of Notes, the Outstanding Dollar Principal Amount of all
Outstanding Notes of such tranche at such time, less any funds on deposit in the
Principal Funding sub-Account for such tranche at such time.
4
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"Adverse Effect" means, whenever used in this Indenture with respect to (a)
any tranche of Notes with respect to any action, that such action will at the
time of its occurrence or at any future date result in the occurrence of an
Early Redemption Event or Event of Default, (b) adversely affect the amount of
funds available to be distributed to the Noteholders of any series pursuant to
this Indenture or the timing of such distributions, or (c) adversely affect the
security interest of the Trustee in the Collateral.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"applicable investment category" means with respect to any investment for
an Account relating to a tranche of Class A Notes, Class B Notes or Class C
Notes, the following ratings:
Standard &
Poor's Moody's Fitch Duff & Phelps
Class A Notes A-1+ or AAA P-1 or Aaa F-1+ or AAA D-1+ or AAA
Class B Notes A or higher A2 or higher A or higher A or higher
Class C Notes BBB or higher Baa2 or higher BBB or higher BBB or higher
Notwithstanding the foregoing, if funds on deposit in an Account are for the
benefit of more than one class of Notes, the rating required for any
investment of those funds will be the rating applicable to the most senior
class.
"Authenticating Agent" means any Person authorized by the Trustee to
authenticate Notes under Section 814.
"Banks" means Citibank (South Dakota) and Citibank (Nevada).
"Beneficiaries" is defined in the Trust Agreement.
5
<PAGE>
"Business Day" unless otherwise specified in the terms document for any
tranche of Notes, means any day other than (a) a Saturday or Sunday or (b) any
other day on which national banking associations or state banking institutions
in New York, New York, South Dakota, or Las Vegas, Nevada, or any other state in
which the principal executive offices of any Additional Seller (as defined in
the Pooling and Servicing Agreement) are located, are authorized or obligated by
law, executive order or governmental decree to be closed.
"Citibank" means Citibank, N.A.
"Citibank (Nevada)" means Citibank (Nevada), National Association.
"Citibank (South Dakota)" means Citibank (South Dakota), N.A.
"class" means, with respect to any Note, the class specified in the
applicable terms document. Notes of a single class of a series will rank equally
with respect to payment of principal, but may differ with respect to interest
rates, maturity or other terms.
"Class A Notes" means a Note specified in the applicable terms document as
belonging to Class A.
"Class A Required Subordinated Amount" means, with respect to any tranche
of Class A Notes, the Required Subordinated Amount of Class B Notes or Class C
Notes, as the case may be.
"Class B Notes" means a Note specified in the applicable terms document as
belonging to Class B.
"Class B Required Subordinated Amount" means, with respect to any tranche
of Class B Notes, the Required Subordinated Amount of Class C Notes.
"Class C Notes" means a Note specified in the applicable terms document as
belonging to Class C.
"Class C Reserve Account" means the trust account designated as such and
established pursuant to Section 402(a).
6
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"Collateral" is defined in the Granting Clause.
"Collateral Certificate" means the Series [ ]-00 Certificate, issued
pursuant to the Pooling and Servicing Agreement and the Series [ ]-00
Supplement.
"Collection Account" is defined in Section 402(a).
"Collections" is defined in Section 401.
"Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act, or, if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties on such date.
"Controlled Amortization Amount" means, with respect to any tranche of
Notes, the amount specified in the applicable terms document for computing the
deposits targeted by Section 508(b).
"Corporate Trust Office" means the principal office of the Trustee in New
York, New York at which at any particular time its corporate trust business will
be principally administered, which office at the date hereof is located at 4
Albany Street, New York, New York 10006, Attention: Corporate Trust and Agency
Services, except that with respect to the presentation of Notes to the Trustee
for payment or for registration of transfer and exchange, such term means the
office or the agency of the Trustee in said city at which at any particular time
its corporate agency business will be conducted, which office at the date hereof
is located at 4 Albany Street, New York, New York 10006.
"Depositary" means, unless otherwise specified by the Issuer pursuant to
either Section 204 or 301, with respect to Notes of any tranche issuable or
issued as a Global Note, The Depository Trust Company, New York, New York, or
any successor thereto registered as a clearing agency under the Securities
Exchange Act, or other applicable statute or regulation.
"Derivative Agreement" means any currency, interest rate or other swap,
cap, collar, guaranteed investment contract or other derivative agreement.
7
<PAGE>
"Derivative Counterparty" means any party to any Derivative Agreement other
than the Issuer or the Trustee.
"Discount Note" means a Note that provides for an amount less than the
stated principal amount thereof to be due and payable upon the occurrence of an
Early Redemption Event or other optional or mandatory redemption or the
occurrence of an Event of Default and the acceleration of such Note, in each
case before the Expected Principal Payment Date of the applicable Notes.
"Dollar" means (a) United States dollars, or (b) denominated in United
States dollars.
"Due Period" is defined in the Pooling and Servicing Agreement.
"Duff & Phelps" means Duff & Phelps Credit Rating Co., or any successor
thereto.
"Early Redemption Event" is defined in Section 1201.
"Effective Date" means the date on which this Indenture is executed and
delivered by the parties hereto.
"Eligible Deposit Account" means either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate trust
department of a depository institution organized under the laws of the United
States of America or any one of the states thereof, including the District of
Columbia (or any domestic branch of a foreign bank), and acting as a trustee for
funds deposited in such account, so long as any of the securities of such
depository institution will have a credit rating from each Rating Agency in one
of its generic credit rating categories which signifies investment grade.
"Eligible Institution" means a depository institution organized under the
laws of the United States of America or any one of the states thereof, including
the District of Columbia (or any domestic branch of a foreign bank), which at
all times has (a)(i) a long-term unsecured debt rating of A2 or better by
Moody's and (ii) a certificate of deposit rating of P-1 by Moody's and (b)(i) in
the case of the Collection Account, if such depository institution is an
Affiliate of Citibank, a certificate of deposit rating of A-1 or better by
Standard & Poor's or (ii) for any other depository institution (or for any
Affiliate of Citigroup Inc., in the case of any Account other
8
<PAGE>
than the Collection 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. If so qualified, the Trustee or the Managing Beneficiary may
be considered an Eligible Institution for the purposes of this definition.
"Eligible Investments" means book-entry securities, negotiable instruments
or securities represented by instruments in bearer or registered form which
evidence:
(a) direct obligations of, and obligations fully guaranteed as to
timely payment by, the United States of America;
(b) demand deposits, time deposits or certificates of deposit
(having original maturities of no more than 365 days) of depository
institutions or trust companies incorporated under the laws of the
United States of America or any state thereof (or domestic branches of
foreign banks) and subject to supervision and examination by federal
or state banking or depository institution authorities; provided that
at the time of the Issuer's investment or contractual commitment to
invest therein, the short-term debt rating of such depository
institution or trust company will be in the applicable investment
category of each Rating Agency;
(c) commercial paper (having remaining maturities of no more than
30 days) having, at the time of the Issuer's investment or contractual
commitment to invest therein, a rating from each Rating Agency in its
applicable investment category;
(d) investments in money market funds rated in the applicable
investment category by each Rating Agency or otherwise approved in
writing by each Rating Agency;
(e) demand deposits, time deposits and certificates of deposit
which are fully insured by the FDIC;
(f) notes or bankers' acceptances (having original maturities of
no more than 365 days) issued by any depository institution or trust
company referred to in (b) above;
(g) time deposits (having maturities of no more than 30 days),
other than as
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referred to in clause (e) above, with a Person the commercial
paper of which has a credit rating from each Rating Agency in its
applicable investment category or notes which are payable on demand
issued by Citibank; provided that such notes will constitute Eligible
Investments only for so long as the commercial paper of Citigroup
Inc., has a credit rating from each Rating Agency in its applicable
investment category; or
(h) any other investments approved in writing by each Rating
Agency.
The Issuer may, but is not required to, purchase Eligible Investments from
a registered broker-dealer which is an Affiliate of the Trustee, Citibank (South
Dakota), Citibank (Nevada) and/or Citigroup Inc.
"Entity" means any Person other than an individual or government (including
any agency or political subdivision thereof).
"ERISA" means the Employee Retirement Income Security Act of 1974, as the
same may be amended from time to time.
"Event of Default" is defined in Section 701.
"Excluded Master Trust Series" means any series of Investor Certificates
under the Pooling and Servicing Agreement which is by its terms an "excluded
series".
"Expected Principal Payment Date" means, with respect to any tranche of
Notes, the date specified as such in the applicable terms document.
"FDIC" means the Federal Deposit Insurance Corporation or any successor
thereto.
"Federal Bankruptcy Code" means Title 11 of the United States Code, as
amended from time to time.
"Finance Charge Collections" means the amount of Investor Finance Charge
Collections (as defined in the Series [ ]-00 Supplement) which are payable to
the Issuer pursuant to Section 4.02 (a)(iii) of the Series [ ]-00 Supplement,
together with all amounts referred to in Section 404.
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"Fitch" means Fitch IBCA, Inc., or any successor thereto.
"Foreign currency" means (a) a currency other than Dollars, or (b)
denominated in a currency other than Dollars.
"Global Note" means with respect to any tranche of Notes, a Note which is
executed by the Issuer and authenticated and delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction, all in accordance with
this Indenture and a supplemental indenture, if any, or Issuer's Certificate and
pursuant to an Issuer Request, which will be registered in the name of the
Depositary or its nominee and which will represent, and will be denominated in
an amount equal to the aggregate stated principal amount of, all of the
Outstanding Notes of such tranche or any portion thereof (or in the case of
Discount Notes, the aggregate stated principal amount at the Expected Principal
Payment Date of such Notes), in either case having the same terms, including the
same original issue date, date or dates on which principal is due, and interest
rate or method of determining interest.
"group" means any one or more series of Notes which are specified as
belonging to a common group in the applicable terms document.
"Holder", when used with respect to any Note, means a Noteholder.
"Indenture" or "this Indenture" means this Indenture as originally executed
or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and will include the terms of particular series, classes or
tranches of Notes created as contemplated by Section 301.
"Independent", when used with respect to any specified Person, means such a
Person who (a) does not have any direct financial interest or any material
indirect financial interest in the Issuer or in any other obligor upon the Notes
or in any Affiliate of the Issuer or of such other obligor, and (b) is not
connected with the Issuer or such other obligor or any Affiliate of the Issuer
or of such other obligor, as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions. Whenever it
is herein provided that any Independent Person's opinion or certificate will be
furnished to the Trustee, such Person will be appointed by an Issuer Order and
approved by the Trustee in the exercise of reasonable care, and such opinion or
certificate will state that the signer has read this definition and that the
signer is
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Independent within the meaning hereof.
"Initial Dollar Principal Amount" means (a) unless otherwise specified in
the applicable terms document, with respect to tranches of Dollar
Interest-bearing Notes, the aggregate initial principal amount of the
Outstanding Notes of such tranche, and (b) with respect to tranches of Discount
Notes and foreign currency Notes, the amount specified in the applicable terms
document as the Initial Dollar Principal Amount thereof.
"Interest-bearing Note" means a Note that bears interest at a stated or
computed rate on the stated principal amount thereof. To the extent a Note
constitutes both an Interest-bearing Note and a Discount Note, the provisions of
this Indenture relating to both Interest-bearing Notes and a Discount Note will
apply.
"Interest Deposit Date" means the respective dates specified for deposits
into the Interest Funding sub-Accounts in Section 503.
"Interest Funding Account" means the trust account designated as such and
established pursuant to Section 402(a).
"Interest Payment Date" means, with respect to any tranche of Notes, the
Scheduled Interest Payment Date or if such day is not a Business Day, the next
following Business Day.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended
from time to time.
"Invested Amount" means (a) with respect to the Collateral Certificate, the
Series [ ]-00 Invested Amount as defined in the Series [ ]-00 Supplement, and
(b) with respect to any other Investor Certificate, as defined in the supplement
to the Pooling and Servicing Agreement creating such Investor Certificate.
"Investor Certificate" is defined in the Pooling and Servicing Agreement.
"Investment Company Act" means the Investment Company Act of 1940, as
amended.
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"Issuer" is defined in the first paragraph of this Indenture.
"Issuer Request", "Issuer Order" and "Issuer Consent" mean, respectively, a
written request, order or consent signed in the name of the Issuer by its
Managing Beneficiary or Issuer Trustee and delivered to the Trustee.
"Issuer's Certificate" means a certificate signed by the Managing
Beneficiary or the Issuer Trustee and delivered to the Trustee. Wherever this
Indenture requires that an Issuer's Certificate be signed also by an accountant
or other expert, such accountant or other expert (except as otherwise expressly
provided in this Indenture) may be in the employ of the Managing Beneficiary.
"Issuer's Report" means a request substantially in the form of Exhibit C.
"Issuer Tax Opinion" means, with respect to any action, an Opinion of
Counsel to the effect that for Federal and Delaware income and franchise tax
purposes (a) the Issuer will not be an association (or publicly traded
partnership) taxable as a corporation following such action, (b) where such
action is the issuance of a series, class or tranche of Notes, following such
action such series, class or tranche of Notes will be properly characterized as
debt, (c) such action will not adversely affect the characterization of any
Outstanding series, class or tranche of Notes as debt and (d) such action will
not cause a taxable event to Holders of any such Notes.
"Issuer Trustee" means [ ], in its capacity as trustee of the Issuer, and
each of its successors and assigns.
"Legal Maturity Date", with respect to any Note, means the date specified
in such Note as the fixed date on which the principal of such Note is due and
payable.
"Managing Beneficiary" is defined in the Trust Agreement.
"Master Trust" means Citibank Credit Card Master Trust I, established
pursuant to the Pooling and Servicing Agreement.
"Master Trust Tax Opinion" means, with respect to any action, an Opinion of
Counsel to
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the effect that, for Federal and South Dakota (and any other state where
substantial servicing activities in respect of credit card accounts are
conducted by any Additional Seller, as defined in the Pooling and Servicing
Agreement, or the Banks, if there is a substantial change from present servicing
activities) income and franchise tax purposes, (a) such action will not
adversely affect the characterization as debt of the Investor Certificates, as
defined in the Pooling and Servicing Agreement, of any outstanding series or
class under the Master Trust, other than the Collateral Certificate, (b) such
action will not cause a taxable event to any Investor Certificateholder and (c)
following such action the Master Trust will not be treated as an association (or
publicly traded partnership) taxable as a corporation.
"Moody's" means Moody's Investors Service, Inc., or any successor thereto.
"Monthly Computation Statement" means a request substantially in the form
of Exhibit B.
"Monthly Interest Date" means, with respect to any tranche of Notes:
(a) for any month in which a Scheduled Interest Payment Date
occurs, the corresponding Interest Payment Date, and
(b) for any month in which no Scheduled Interest Payment Date
occurs, the date in such month corresponding numerically to the next
Scheduled Interest Payment Date for such tranches of Notes; provided,
however, that
(i) if there is no numerically corresponding day in such
month, then the Monthly Interest Date will be the last Business
Day of such month, and
(ii) if such numerically corresponding day is not a Business
Day, the Monthly Interest Date will be the next following
Business Day (unless such Business Day would fall in the
following month in which case the Monthly Interest Date will be
the last Business Day of such earlier month).
"monthly period" is defined in Section 506.
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"Monthly Principal Date" means with respect to any tranche of Notes:
(a) for any month in which the Expected Principal Payment Date
occurs, the Expected Principal Payment Date (or if such day is not a
Business Day, the next following Business Day), and
(b) for any month in which no Expected Principal Payment Date
occurs, the date in such month corresponding numerically to the
Expected Principal Payment Date for such tranche of Notes; provided,
however, that
(i) if there is no numerically corresponding day in such
month, then the Monthly Principal Date will be the last Business
Day of such month, and
(ii) if such numerically corresponding day is not a Business
Day, the Monthly Principal Date will be the next following
Business Day (unless such Business Day would fall in the
following month in which case the Monthly Principal Date will be
the last Business Day of such earlier month).
"Multiple Issuance Series" means any series of Notes other than a Single
Issuance Series.
"Nominal Liquidation Amount" means, with respect to any tranche of Notes,
an amount determined as follows:
(a) As of the date of issuance of such tranche of Notes, the Nominal
Liquidation Amount will be the Initial Dollar Principal Amount of such
tranche of Notes.
(b) As of each subsequent date of determination, the Nominal
Liquidation Amount will be the sum of:
(i) the Nominal Liquidation Amount of such tranche immediately
after the prior date of determination, or in the case of the first
date of determination, immediately after issuance;
plus
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(ii) with respect to any tranche of Discount Notes, the amount of
any accretions of interest paid by the Issuer for investment in the
Invested Amount of the Collateral Certificate pursuant to Section
519(a);
plus
(iii) the amount of any prefunding amount released from the
Principal Funding sub-Account of such tranche pursuant to Section
519(b) and paid to the Master Trust investment in the Invested Amount
of the Collateral Certificate;
plus
(iv) the amount of all reimbursements of reductions to the
Invested Amount of the Collateral Certificate made pursuant to Section
5.01(a)(v) of the Series [ ] Supplement or Sections 501(d) and 519(c)
hereof since the prior date of determination, such reduction to be
allocated (A) first, pro rata to each tranche of Class A Notes of each
series based on the Outstanding Dollar Principal Amount thereof (and
reallocated on the same basis, if necessary, until all the Nominal
Liquidation Amount all tranches of Class A Notes have been increased
to the Outstanding Dollar Principal Amount thereof), and (B) second,
pro rata to each tranche of Class B Notes of each series based on the
Outstanding Dollar Principal Amount thereof (and reallocated on the
same basis, if necessary, until the Nominal Liquidation Amount of all
tranches of Class B Notes have been increased to the Outstanding
Dollar Principal Amount thereof), and (C) third, pro rata to each
tranche of Class C Notes of each series based on the Outstanding
Dollar Principal Amount thereof (and reallocated on the same basis, if
necessary, until the Nominal Liquidation Amount of all tranches of
Class C Notes have been increased to the Outstanding Dollar Principal
Amount thereof);
minus
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(v) the amount of all Principal Collections that are allocated to
the series to which such tranche is a part which are reallocated
pursuant to Section 502(a), such reduction to be allocated (A) first,
pro rata to each tranche of Class C Notes of such series based on the
Outstanding Dollar Principal Amount thereof (and reallocated on the
same basis, if necessary), and (B) second, pro rata to each tranche of
Class B Notes of such series based on the Outstanding Dollar Principal
Amount thereof (and reallocated on the same basis, if necessary);
minus
(vi) the amount of all reductions in the Invested Amount of the
Collateral Certificate resulting from an allocation of Investor
Charge-Offs to Series [ ]-00 pursuant to Section 4.03 of the Series [
]-00 Supplement, such reduction to be allocated (A) first, pro rata to
each tranche of Class C Notes of each series based on the Outstanding
Dollar Principal Amount thereof (and reallocated on the same basis, if
necessary), and (B) second, pro rata to each tranche of Class B Notes
of each series based on the Outstanding Dollar Principal Amount
thereof (and reallocated on the same basis, if necessary), and (C)
third, pro rata to each tranche of Class A Notes of each series based
on the Outstanding Dollar Principal Amount thereof (and reallocated on
the same basis, if necessary, until the Nominal Liquidation Amount of
all tranches of Class A Notes have been reduced to zero);
minus
(vii) the amount on deposit in the applicable Principal Funding
sub- Account for such tranche; and
minus
(viii) the aggregate amount withdrawn from the applicable
Principal Funding sub-Account for such tranche pursuant to Section
511(a), (b) or (c);
provided; however, that (1) the maximum cumulative amount by which the Nominal
Liquidation Amount of any tranche of Notes of a subordinated class may be
reduced pursuant to clause (v) and clause (vi) is equal to the sum of the
highest Outstanding Dollar Principal Amount of such tranche plus the amount of
all reimbursements to the Nominal Liquidation
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Amount of such tranche which are counted toward the Required Subordinated Amount
with respect to a senior class of Notes issued on or after the date of such
reimbursement, (2) the Nominal Liquidation Amount of a tranche of Notes may
never be less than zero, and (3) the Nominal Liquidation Amount of any tranche
of Notes may never be greater than the Adjusted Outstanding Dollar Principal
Amount of such tranche.
It is the intention of the Issuer that the sum of the Nominal Liquidation
Amounts of all tranches of Notes will at all times be equal to the Invested
Amount of the Collateral Certificate.
The Nominal Liquidation Amount for a series of Notes will be the sum of the
Nominal Liquidation Amounts of all of the tranches of Notes of that series.
"non-Performing", with respect to a Derivative Agreement, means not
Performing.
"Note" or "Notes" means any note or notes, of any series, class or tranche
authenticated and delivered from time to time under this Indenture.
"Note Register" is defined in Section 305.
"Note Registrar" means the Person who keeps the Note Register specified in
Section 305.
"Noteholder" means a Person in whose name a Note is registered in the Note
Register.
"Opinion of Counsel" means a written opinion of counsel, who may (except as
otherwise expressly provided in this Indenture) be an employee of or of counsel
to the Issuer, the Managing Beneficiary or any of their Affiliates.
"Outstanding", when used with respect to a Note or with respect to Notes of
any group, series, class or tranche means, as of the date of determination, all
such Notes theretofore authenticated and delivered under this Indenture, except:
(a) any Notes theretofore canceled by the Trustee or delivered to the
Trustee for cancelation, or canceled by the Issuer, the Banks or any
Affiliate thereof pursuant to Section 309;
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(b) any Notes for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
in trust for the Holders of such Notes; provided that, if such Notes are to
be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;
(c) any Notes whose Nominal Liquidation Amount is zero on its Legal
Maturity Date (or later, after giving effect to all sales of credit card
receivables, payments, allocations and distributions to be made on that
day);
(d) any Note with an Outstanding Dollar Principal Amount or Stated
Principal Amount of zero; and
(e) any such Notes in exchange for or in lieu of which other Notes
have been authenticated and delivered pursuant to this Indenture, or which
will have been paid pursuant to the terms of SECTION 306 (except with
respect to any such Note as to which proof satisfactory to the Trustee is
presented that such Note is held by a person in whose hands such Note is a
legal, valid and binding obligation of the Issuer).
In determining whether the Holders of the requisite principal amount of such
Notes Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, and for purposes of Section 904, Notes
beneficially owned by the Issuer, the Banks or any other obligor upon the Notes
or any Affiliate of the Issuer, the Banks or such other obligor will be
disregarded and deemed not to be Outstanding. In determining whether the Trustee
will be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes which the Trustee knows to be
owned by the Issuer or any other obligor upon the Notes or any Affiliate of the
Issuer or such other obligor will be so disregarded. Notes so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee creates
to the satisfaction of the Trustee the pledgee's right to act as owner with
respect to such Notes and that the pledgee is not the Issuer or any other
obligor upon the Notes or any Affiliate of the Issuer or such other obligor.
"Outstanding Dollar Principal Amount" means at any time,
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(a) with respect to any tranche of Dollar Interest-bearing Notes, the
aggregate Initial Dollar Principal Amount of the Outstanding Notes of such
tranche at such time, less the Dollar amount of any amounts withdrawn from
the Principal Funding sub- Account of such tranche of Notes for payment to
the holders of such tranche pursuant to Section 511, and
(b) with respect to any tranche of Discount Notes and any tranche of
foreign currency Notes, an amount calculated by reference to the applicable
formula set forth in the applicable terms document, taking into account the
amount and timing of payments of principal made.
"Paying Agent" means any Person authorized by the Issuer to pay the
principal of or interest on any Notes on behalf of the Issuer.
"Payment Date" means, with respect to any tranche of Notes, the applicable
Principal Payment Date or Interest Payment Date.
"Payment Request" means a request substantially in the form of Exhibit A.
"Performing" means, with respect to any Derivative Agreement, no payment
default or repudiation of performance by a Derivative Counterparty has occurred,
and such Derivative Agreement has not been terminated.
"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
"Place of Payment" means with respect to any tranche of Notes issued
hereunder the city or political subdivision so designated with respect to such
tranche of Notes in accordance with the provisions of Section 301.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of May 29, 1991, among Citibank (South Dakota) as Seller and
Servicer, Citibank (Nevada)
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as Seller, and Bankers Trust Company as Trustee, as amended, restated and
supplemented from time to time.
"Predecessor Notes" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 306 in lieu of a lost, destroyed or
stolen Note will be deemed to evidence the same debt as the lost, destroyed or
stolen Note.
"Principal Collections" means the amount of Available Investor Principal
Collections (as defined in the Series [ ]-00 Supplement) which are payable to
the Issuer pursuant to Section 4.02 (b)(i) or Section 4.02(c)(i) of the Series [
]-00 Supplement.
"Principal Deposit Date" means the respective dates specified for deposits
into the Principal Funding sub-Accounts in Section 508.
"Principal Funding Account" means the trust account designated as such and
established pursuant to Section 402(a).
"Principal Funding sub-Account Earnings" means, with respect to any
Principal Funding sub-Account for any period, the net amount of income and other
earnings on the amounts on deposit in the Principal Funding Account earned by
the funds on deposit in such Principal Funding sub-Account for such period.
"Principal Funding sub-Account Earnings Shortfall" means, for any period,
(a) the Principal Funding sub-Account Earnings Target for such period
minus
(b) the Principal Funding sub-Account Earnings for such period.
"Principal Funding sub-Account Earnings Target" means, for any period, with
respect to any amount on deposit in a Principal Funding sub-Account, the Dollar
amount of interest that would have accrued on such deposit if it had borne
interest at the rate of accrual (and/or accretion) of the related tranche of
Notes. This calculation will be made giving effect to any net
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payments or receipts expected to be received or paid pursuant to Performing
Derivative Agreements.
"Principal Payment Date" means, with respect to any tranche of Notes, the
Expected Principal Payment Date (or if such day is not a Business Day, the next
following Business Day), or upon the acceleration of a tranche of Notes
following an Event of Default or upon the occurrence of an Early Redemption
Event, or other optional or mandatory redemption of a tranche of Notes, each
Monthly Principal Date.
"Rating Agency" means, with respect to any Outstanding series, class or
tranche of Notes, each statistical rating agency selected by the Issuer to rate
such Notes.
"Ratings Effect" means a reduction, qualification or withdrawal of any then
current rating of the Notes.
"Record Date" for the interest or principal payable on any Note on any
applicable Payment Date means the date specified in such Note as the Record
Date. Unless otherwise specified in the applicable terms document, the Record
Date for any Note will be the last day of the month before the related Payment
Date.
"Required Subordinated Amount" means, with respect to any tranche of a
senior class of Notes, a Dollar amount of a subordinated class of the same
series, as specified in the applicable terms document for such tranche of the
senior class, or as changed from time to time pursuant to Section 312(b).
"Required Surplus Finance Charge Amount" means, with respect to any Due
Period, an amount equal to one twelfth of the product of (a) the Series [ ]-00
Invested Amount (as defined in the Series [ ]-00 Supplement) of the Collateral
Certificate as of the last day of the immediately preceding Due Period, and (b)
a decimal number to be set by the Issuer, which will initially equal zero (and
which will never be less than zero); provided, however, that for purposes of the
definition of "Adverse Effect", such decimal number will at all times be deemed
to be the decimal number as set by the Issuer plus one-hundredth (0.01). The
Issuer may, from time to time, change the decimal number to be set for purposes
of clause (b) upon notice to the Trustee and each Rating Agency, and, if such
decimal number is to be changed, upon delivery by the Issuer to the Trustee of
an Issuer's Certificate of a Vice President or more senior officer to
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the effect that the Issuer 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.
"Responsible Officer", when used with respect to the Trustee, means the
chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, any vice president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
senior trust officer or trust officer, the controller and any assistant
controller or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.
"Scheduled Interest Payment Date" means, with respect to any tranche of
Notes, the scheduled due date of any payment of interest on such Notes, as
specified in such Notes, without regard to whether or not such day is a Business
Day.
"Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Security Interest" means the security interest granted pursuant to the
Granting Clause.
"Segregated Sellers' Interest" means, on any date, a portion of the
Sellers' Interest equal to the aggregate amount on deposit in the Principal
Funding Account.
"Sellers" means Citibank (Nevada) and Citibank (South Dakota) in their
capacities as Sellers under the Pooling and Servicing Agreement and any
Additional Sellers as defined in the Pooling and Servicing Agreement.
"senior class" means (a) with respect to Class B Notes of a series, Class A
Notes of that series and (b) with respect to Class C Notes of a series, Class A
Notes or Class B Notes of that series.
"series" means, with respect to any Note, the series specified in the
applicable terms document.
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"Series [ ]-00 Supplement" means the Series [ ]-00 Supplement to the
Pooling and Servicing Agreement, dated as of [ ], [ ], that establishes the
Collateral Certificate.
"Single Issuance Series" means any series of Notes that by the terms of the
applicable terms document does not permit the issuance of more than one tranche
of Notes in each class of Notes in such series.
"Spot Exchange Rate" means, on any day, (a) with respect to any currency
other than Dollars, the spot rate at which Dollars are offered on such day by
Citibank in London (or if it is not a Business Day in London, by Citibank in New
York) for such currency at approximately 11:00 a.m. (London (or New York) time),
and (b) with respect to Dollars in relation to any specified currency other than
Dollars, the spot rate at which such specified currency is offered on such day
by Citibank in London (or if it is not a Business Day in London, by a major
commercial bank in a money center for such currency) for Dollars at
approximately 11:00 a.m. (London (or local) time).
"Standard & Poor's" means Standard & Poor's Ratings Services or any
successor thereto.
"sub-Accounts" means each of the sub-Accounts referred to in Section
402(a).
"subordinated class" means (a) with respect to Class A Notes of a series,
Class B Notes or Class C Notes of that series, and (b) with respect to Class B
Notes of a series, Class C Notes of that series.
"Supplemental Account" means the trust account or accounts designated as
such and established pursuant to Section 402(a).
"Supplemental indenture" means an indenture supplemental to this Indenture
executed and delivered pursuant to Article X.
"Surplus Finance Charge Collections" means with respect to any Due Period,
the amount of
(a) (i) Finance Charge Collections received pursuant to Section
4.02(a)(iii) of the
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Series [ ]-00 Supplement, and (ii) net earnings and other gain on amounts on
deposit in the Accounts (other than the Principal Funding Account) received
pursuant to Section 403(e),
minus
(b) the sum of the amounts, without duplication, determined pursuant
to Section 501(a) or (b) for such Due Period.
"terms document" means, with respect to any series, class or tranche
of Notes, the Issuer's Certificate or supplemental indenture that establishes
such series, class or tranche.
"tranche" means, with respect to any class of Notes, Notes of such
class which have identical terms, conditions and tranche designation.
"Trust Agreement" means the Trust Agreement, dated as of [ ], [ ],
among Citibank (Nevada) and Citibank (South Dakota), as Beneficiaries, and [NAME
OF ISSUER TRUSTEE], as Trustee, as such agreement may be amended, restated or
supplemented from time to time.
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, as in force at the date as
of which this Indenture was executed except as provided in Section 1005.
"Trustee" means the Person named as the Trustee in the first paragraph
of this Indenture until a successor Trustee will have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" means and
includes each Person who is then a Trustee hereunder. If at any time there is
more than one such Person, "Trustee" as used with respect to the Notes of any
series, class or tranche means the Trustee with respect to Notes of that series,
class or tranche.
"Vice President" when used with respect to the Issuer or the Trustee
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president", including an assistant
vice president.
"Weighted Average Interest Rates" means, with respect to the Notes,
the weighted
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average interest rates applicable to such Notes (after converting the effective
interest rates of Discount Notes to their accrual interest rate equivalents).
This calculation will be made giving effect to any net payments or receipts
expected to be received pursuant to Performing Derivative Agreements.
SECTION 102. Compliance Certificates and Opinions. Upon any application or
request by the Issuer to the Trustee to take any action under any provision of
this Indenture, the Issuer will furnish to the Trustee an Issuer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such Counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.
Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for the written statement
required by Section 1104) will include:
(a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;
(b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(c) a statement that such individual has made such examination or
investigation as is necessary to express an informed opinion as to whether
or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.
SECTION 103. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
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one or more specified Persons, one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to the other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.
Any certificate or opinion of the Issuer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless the Issuer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations are erroneous.
Any such certificate or Opinion of Counsel may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by the
Issuer stating that the information with respect to such factual matters is in
the possession of the Issuer, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
are erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
SECTION 104. Acts of Noteholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action (collectively, "action")
provided by this Indenture to be given or taken by Noteholders of any series,
class or tranche may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action will become effective when such instrument or instruments are
delivered to the Trustee, and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent will be sufficient for
any purpose of this Indenture and (subject to Section 801) conclusive in favor
of the Trustee and the Issuer, if made in the manner provided in this Section.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness to such execution or by
the certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the
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individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by an officer of a corporation or a member of a
partnership, on behalf of such corporation or partnership, such certificate or
affidavit will also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.
(c) The ownership of Notes will be proved by the Note Register.
(d) If the Issuer will solicit from the Holders any action, the Issuer may,
at its option, by an Issuer's Certificate, fix in advance a record date for the
determination of Holders entitled to give such action, but the Issuer will have
no obligation to do so. If the Issuer does not so fix a record date, such record
date will be the later of 30 days before the first solicitation of such action
or the date of the most recent list of Noteholders furnished to the Trustee
pursuant to Section 901 before such solicitation. Such action may be given
before or after the record date, but only the Holders of record at the close of
business on the record date will be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Notes Outstanding
have authorized or agreed or consented to such action, and for that purpose the
Notes Outstanding will be computed as of the record date; provided that no such
authorization, agreement or consent by the Holders on the record date will be
deemed effective unless it will become effective pursuant to the provisions of
this Indenture not later than six months after the record date.
(e) Any action by the Holder of any Note will bind the Holder of every Note
issued upon the transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done or suffered to be done by the Trustee or the Issuer in
reliance thereon whether or not notation of such action is made upon such Note.
SECTION 105. Notices, etc., to Trustee and Issuer. Any action of
Noteholders or other document
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provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with,
(a) the Trustee by any Noteholder or by the Issuer will be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, or
(b) the Issuer by the Trustee or by any Noteholder will be sufficient
for every purpose hereunder (except as provided in Section 701(c) or, in
the case of a request for repayment, as specified in the Note carrying the
right to repayment) if in writing and mailed, first-class postage prepaid,
to the Issuer addressed to it at the address of its principal office
specified in the first paragraph of this Indenture or at any other address
previously furnished in writing to the Trustee by the Issuer.
SECTION 106. Notices to Noteholders; Waiver. Where this Indenture or any
Note provides for notice to Noteholders of any event, such notice will be
sufficiently given (unless otherwise herein or in such Note expressly provided)
if in writing and mailed, first-class postage prepaid, to each Noteholder
affected by such event, at his address as it appears in the Note Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. In any case where notice to Noteholders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Noteholder will affect the sufficiency of such
notice with respect to other Noteholders. Where this Indenture or any Note
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver will be the equivalent of such notice. Waivers of notice by
Noteholders will be filed with the Trustee, but such filing will not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.
In case, by reason of the suspension of regular mail service as a result of
a strike, work stoppage or otherwise, it will be impractical to mail notice of
any event to any Noteholder when such notice is required to be given pursuant to
any provision of this Indenture, then any method of notification as will be
satisfactory to the Trustee and the Issuer will be deemed to be a sufficient
giving of such notice.
SECTION 107. Conflict with Trust Indenture Act. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or with
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another provision (an "incorporated provision") included in this Indenture by
operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act, such
imposed duties or incorporated provision will control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision will be deemed to apply to this
Indenture as so modified or excluded, as the case may be.
SECTION 108. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
will not affect the construction hereof.
SECTION 109. Successors and Assigns. All covenants and agreements in this
Indenture by the Issuer will bind its successors and assigns, whether so
expressed or not.
SECTION 110. Separability Clause. In case any provision in this Indenture
or in the Notes will be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby.
SECTION 111. Benefits of Indenture. Nothing in this Indenture or in any
Notes, express or implied, will give to any Person, other than the parties
hereto and their successors hereunder, any Authenticating Agent or Paying Agent,
the Note Registrar, Derivative Counterparties (to the extent specified in the
applicable Derivative Agreement) and the Holders of Notes (or such of them as
may be affected thereby), any benefit or any legal or equitable right, remedy or
claim under this Indenture.
SECTION 112. Governing Law. This Indenture will be construed in accordance
with and governed by the laws of the State of New York.
SECTION 113. Counterparts. This Indenture may be executed in any number of
counterparts, each of which so executed will be deemed to be an original, but
all such counterparts will together constitute but one and the same instrument.
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ARTICLE II
Note Forms
SECTION 201. Forms Generally. The Notes will have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon, as may be
required to comply with applicable laws or regulations or with the rules of any
securities exchange, or as may, consistently herewith, be determined by the
Issuer, as evidenced by the Issuer's execution of such Notes. Any portion of the
text of any Note may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Note.
The definitive Notes will be printed, lithographed or engraved or produced
by any combination of these methods on steel engraved borders or may be produced
in any other manner, all as determined by the Issuer, as evidenced by the
Issuer's execution of such Notes, subject, with respect to the Notes of any
series, class or tranche, to the rules of any securities exchange on which such
Notes are listed.
SECTION 202. Forms of Notes. Each Note will be in one of the forms approved
from time to time by or pursuant to an Issuer's Certificate, or established in
one or more indentures supplemental hereto. Before the delivery of a Note to the
Trustee for authentication in any form approved by or pursuant to an Issuer's
Certificate, the Issuer will deliver to the Trustee the Issuer's Certificate by
or pursuant to which such form of Note has been approved, which Issuer's
Certificate will have attached thereto a true and correct copy of the form of
Note which has been approved thereby or, if an Issuer's Certificate authorizes a
specific officer or officers of the Managing Beneficiary to approve a form of
Note, a certificate of such officer or officers approving the form of Note
attached thereto. Any form of Note approved by or pursuant to an Issuer's
Certificate must be acceptable as to form to the Trustee, such acceptance to be
evidenced by the Trustee's authentication of Notes in that form or a certificate
signed by a Responsible Officer of the Trustee and delivered to the Issuer.
SECTION 203. Form of Trustee's Certificate of Authentication. The
form of Trustee's Certificate of Authentication for any Note issued pursuant
to this Indenture will be substantially as follows:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series, class or tranche designated
therein referred to in the within-mentioned Indenture.
[INDENTURE TRUSTEE NAME],
as Trustee,
By:________________________
Authorized Signatory
SECTION 204. Notes Issuable in the Form of a Global Note. (a) If the Issuer
will establish pursuant to Sections 202 and 301 that the Notes of a particular
series, class or tranche are to be issued in whole or in part in the form of one
or more Global Notes, then the Issuer will execute and the Trustee or its agent
will, in accordance with Section 303 and the Issuer Request delivered to the
Trustee or its agent thereunder, authenticate and deliver, such Global Note or
Notes, which (i) will represent, and will be denominated in an amount equal to
the aggregate stated principal amount (or in the case of Discount Notes, the
stated principal amount at the Expected Principal Payment Date of such Notes)
of, the Outstanding Notes of such series, class or tranche to be represented by
such Global Note or Notes, or such portion thereof as the Issuer will specify in
an Issuer Request, (ii) will be registered in the name of the Depositary for
such Global Note or Notes or its nominee, (iii) will be delivered by the Trustee
or its agent to the Depositary or pursuant to the Depositary's instruction and
(iv) will bear a legend substantially to the following effect: "Unless and until
it is exchanged in whole or in part for the individual Notes represented hereby,
this Global Note may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."
(b) Notwithstanding any other provisions of this Section 204 or of Section
305, and subject to the provisions of paragraph (c) below, unless the terms of a
Global Note expressly permit such Global Note to be exchanged in whole or in
part for individual Notes, a Global Note may be transferred, in whole but not in
part and in the manner provided in Section 305, only to a
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nominee of the Depositary for such Global Note, or to the Depositary, or a
successor Depositary for such Global Note selected or approved by the Issuer, or
to a nominee of such successor Depositary.
(c) (i) If at any time the Depositary for a Global Note notifies the Issuer
that it is unwilling or unable to continue as Depositary for such Global Note or
if at any time the Depositary for the Notes for such series, class or tranche
ceases to be a clearing agency registered under the Securities Exchange Act, or
other applicable statute or regulation, the Issuer will appoint a successor
Depositary with respect to such Global Note. If a successor Depositary for such
Global Note is not appointed by the Issuer within 90 days after the Issuer
receives such notice or becomes aware of such ineligibility, the Issuer will
execute, and the Trustee or its agent, upon receipt of an Issuer Request for the
authentication and delivery of individual Notes of such series, class or tranche
in exchange for such Global Note, will authenticate and deliver, individual
Notes of such series, class or tranche of like tenor and terms in an aggregate
stated principal amount equal to the stated principal amount of the Global Note
in exchange for such Global Note.
(ii) The Issuer may at any time and in its sole discretion determine that
the Notes of any series, class or tranche or portion thereof issued or issuable
in the form of one or more Global Notes will no longer be represented by such
Global Note or Notes. In such event the Issuer will execute, and the Trustee,
upon receipt of an Issuer Request for the authentication and delivery of
individual Notes of such series, class or tranche in exchange in whole or in
part for such Global Note, will authenticate and deliver individual Notes of
such series, class or tranche of like tenor and terms in definitive form in an
aggregate principal stated amount equal to the stated principal amount of such
Global Note or Notes representing such series, class or tranche or portion
thereof in exchange for such Global Note or Notes.
(iii) If specified by the Issuer pursuant to Sections 202 and 301 with
respect to Notes issued or issuable in the form of a Global Note, the Depositary
for such Global Note may surrender such Global Note in exchange in whole or in
part for individual Notes of such series, class or tranche of like tenor and
terms in definitive form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon the Issuer will execute, and the Trustee or its agent will
authenticate and deliver, without service charge, (A) to each Person specified
by such Depositary a new Note or Notes of the same series, class or tranche of
like tenor and terms and of any authorized denomination as requested by such
Person in aggregate stated principal amount equal
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to and in exchange for such Person's beneficial interest in the Global Note; and
(b) to such Depositary a new Global Note of like tenor and terms and in an
authorized denomination equal to the difference, if any, between the stated
principal amount of the surrendered Global Note and the aggregate stated
principal amount of Notes delivered to the Holders thereof.
(iv) In any exchange provided for in any of the preceding three paragraphs,
the Issuer will execute and the Trustee or its agent will authenticate and
deliver individual Notes in definitive registered form in authorized
denominations. Upon the exchange of the entire stated principal amount of a
Global Note for individual Notes, such Global Note will be canceled by the
Trustee or its agent. Except as provided in the preceding paragraph, Notes
issued in exchange for a Global Note pursuant to this Section will be registered
in such names and in such authorized denominations as the Depositary for such
Global Note, pursuant to instructions from its direct or indirect participants
or otherwise, will instruct the Trustee or the Note Registrar. The Trustee or
the Note Registrar will deliver such Notes to the Persons in whose names such
Notes are so registered.
ARTICLE III
The Notes
SECTION 301. General Title; General Limitations; Issuable in Series; Terms
of Particular Series, Class or Tranches. (a) The aggregate stated principal
amount of Notes which may be authenticated and delivered and Outstanding under
this Indenture is not limited.
(b) The Notes may be issued in one or more series, classes or tranches up
to an aggregate stated principal amount of Notes as from time to time may be
authorized by the Issuer. All Notes of each series, class or tranche under this
Indenture will in all respects be equally and ratably entitled to the benefits
hereof with respect to such series, class or tranche without preference,
priority or distinction on account of the actual time of the authentication and
delivery or Expected Principal Payment Date or Legal Maturity Date of the Notes
of such series, class or tranche, except as specified in the applicable terms
document for such series, class or tranche.
(c) Each Note issued must be assigned to a group of Notes for purposes of
allocations pursuant to Article V. On the date of this Indenture, a single group
of Notes identified as
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"Group 1" has been established for allocation purposes in Article V. Additional
groups may be established from time to time pursuant to supplemental indentures.
(d) Each Note issued must be part of a series, class and tranche of Notes
for purposes of allocations pursuant to Article V. A series, class or tranche of
Notes is created pursuant to an Issuer's Certificate or a supplemental
indenture.
(e) Each series of Notes may, but need not be, subdivided into multiple
classes. This Indenture provides for up to three classes of Notes: Class A,
Class B and Class C. As specified in Article V, Notes belonging to Class A in
any series are entitled to specified payment priorities over Class B and Class C
Notes in that series. Notes belonging to Class B in any series are entitled to
specified payment priorities over Class C Notes in that series. Class C Notes
have the benefit of the Class C Reserve Account. A supplement to this Indenture
may provide for more or different classes of Notes.
(f) Notes of a single series that belong to separate classes in that series
belong to separate tranches on the basis of the difference in class membership.
(g) Each class of Notes may consist of a single tranche or may be
subdivided into multiple tranches. Notes of a single class of a series will
belong to different tranches if they have different terms and conditions. With
respect to any class of Notes, Notes which have identical terms, conditions and
tranche designation will be deemed to be part of a single tranche.
(h) Each series, class or tranche of Notes will be created either by or
pursuant to an Issuer's Certificate or by or pursuant to a supplemental
indenture. The Notes of each such series, class or tranche may be payable at
such place or places, have such Expected Principal Payment Date or Dates or
Legal Maturity Date or Dates, be issuable at such premium over or discount from
their face value, bear interest at such rate or rates (which may be fixed or
floating), from such date or dates, payable in such installments and on such
dates and at such place or places to the Holders of Notes registered as such on
such Record Dates, or may bear no interest, and have such terms, all as will be
provided for in or pursuant to the applicable terms document. There may also be
established in or pursuant to an Issuer's Certificate or a supplemental
indenture before the issuance of Notes of each such series, class or tranche,
provision for:
(i) the series designation and, if such series will be part of a group
of series for
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purposes of reallocations of Principal Collections and/or Finance Charge
Collections payments, the manner and extent to which each series in the
group will be subject to reallocations;
(ii) the stated principal amount of the Notes and whether they are
Class A Notes, Class B Notes or Class C Notes or a tranche of any of these
classes;
(iii) the Required Subordinated Amount (if any) for such class or
tranche of Notes;
(iv) the currency or currencies in which the Notes of such series,
class or tranche will be denominated and in which payments of principal of,
and interest on, such Notes will or may be payable;
(v) if the principal of or interest, if any, on the Notes of such
series, class or tranche are to be payable, at the election of the Issuer
or a Holder thereof, in a currency or currencies other than that in which
the Notes are stated to be payable, the period or periods within which, and
the terms and conditions upon which, such election may be made;
(vi) if the amount of payments of principal of or interest, if any, on
the Notes of such series, class or tranche may be determined with reference
to an index based on (A) a currency or currencies other than that in which
the Notes are stated to be payable, (B) changes in the price of one or more
other securities or groups or indexes of securities or (C) changes in the
prices of one or more commodities or groups or indexes of commodities, or
any combination of the foregoing, the manner in which such amounts will be
determined;
(vii) the price at which the Notes will be issued;
(viii) the Expected Principal Payment Date and Legal Maturity Date of
the Notes;
(ix) the times at which the Notes may, pursuant to any optional or
mandatory redemption provisions, be redeemed, and the other terms and
provisions of any such redemption provisions;
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(x) the rate per annum at which such Notes will bear interest, if any,
or the formula or index on which such rate will be determined, including
all relevant definitions, and the date from which interest will accrue;
(xi) the Interest Payment Dates for such Notes;
(xii) if such Notes are to be Discount Notes or foreign currency
Notes, the Initial Dollar Principal Amount of such Notes, and the means for
calculating the Outstanding Dollar Principal Amount of such Notes;
(xiii) whether or not application will be made to list such Notes on
any securities exchange;
(xiv) any Event of Default or Early Redemption Event with respect to
the Notes of such series, class or tranche, if not set forth herein and any
additions, deletions or other changes to the Events of Default or Early
Redemption Events set forth herein that will be applicable to the Notes of
such series, class or tranche (including a provision making any Event of
Default or Early Redemption Event set forth herein inapplicable to the
Notes of that series, class or tranche);
(xv) the appointment by the Trustee of an Authenticating Agent in one
or more places other than the location of the office of the Trustee with
power to act on behalf of the Trustee and subject to its direction in the
authentication and delivery of the Notes of any one or more series, classes
or tranche in connection with such transactions as will be specified in the
provisions of this Indenture or in or pursuant to the applicable terms
document creating such series, classes or tranche;
(xvi) if the Notes of the series, class or tranche will be issued in
whole or in part in the form of a Global Note or Global Notes, the terms
and conditions, if any, upon which such Global Note or Global Notes may be
exchanged in whole or in part for other individual Notes; and the
Depositary for such Global Note or Global Notes (if other than the
Depositary specified in Section 101);
(xvii) the subordination of the Notes of such series, class or tranche
to any other indebtedness of the Issuer, including without limitation, the
Notes of any other class,
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series, class or tranche;
(xviii) if the Notes of such series, class or tranche are to have the
benefit of any Derivative Agreement, the terms and provisions of such
agreement;
(xix) the Record Date for any Payment Date of the Notes of such
series, class or tranche, if different from the last day of the month
before the related Payment Date;
(xx) the Controlled Amortization Amount (if any) of such class or
tranche;
(xxi) any other terms of the series, which will not be inconsistent
with the provisions of this Indenture; and
(xxii) whether or not the Nominal Liquidation Amount of such series,
class or tranche belongs to the portion of the Collateral Certificate
constituting an Excluded Series under the Series [ ] Supplement;
all upon such terms as may be determined in or pursuant to an Issuer's
Certificate or in or pursuant to a supplemental indenture with respect to such
series, class or tranche.
(i) The form of the Notes of each series, class or tranche will be
established pursuant to the provisions of this Indenture in or pursuant to the
Issuer's Certificate or in or pursuant to the supplemental indenture creating
such series, class or tranche. The Notes of each series, class or tranche will
be distinguished from the Notes of each other series, class or tranche in such
manner, reasonably satisfactory to the Trustee, as the Issuer may determine.
(j) Unless otherwise provided with respect to Notes of a particular series,
class or tranche, the Notes of any series, class or tranche will be issued in
registered form, without coupons.
(k) Any terms or provisions in respect of the Notes of any series, class or
tranche issued under this Indenture may be determined pursuant to this Section
if the applicable terms document provides for the method by which such terms or
provisions will be determined.
SECTION 302. Denominations. The Notes of each tranche will be issuable in
such
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denominations and currency as will be provided in the provisions of this
Indenture or in or pursuant to the applicable terms document. In the absence of
any such provisions with respect to the Notes of any tranche, the Notes of that
tranche will be issued in denominations of $1,000 and multiples thereof.
SECTION 303. Execution, Authentication and Delivery and Dating. (a) The
Notes will be executed on behalf of the Issuer by an authorized officer of the
Managing Beneficiary or the Issuer Trustee. The signature of any officer of the
Managing Beneficiary or the Issuer Trustee on the Notes may be manual or
facsimile.
(b) Notes bearing the manual or facsimile signatures of individuals who
were at any time the authorized officers of the Managing Beneficiary or the
Issuer Trustee will bind the Issuer, notwithstanding that such individuals or
any of them have ceased to hold such offices before the authentication and
delivery of such Notes or did not hold such offices at the date of such Notes.
(c) At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Notes executed by the Issuer to the
Trustee for authentication; and the Trustee will, upon Issuer Order,
authenticate and deliver such Notes as in this Indenture provided and not
otherwise.
(d) Before any such authentication and delivery, the Trustee will be
entitled to receive, in addition to any Issuer's Certificate and Opinion of
Counsel required to be furnished to the Trustee pursuant to Section 102, and the
Issuer's Certificate and any other opinion or certificate relating to the
issuance of the tranche of Notes required to be furnished pursuant to Section
202 or Section 311.
(e) The Trustee will not be required to authenticate such Notes if the
issue thereof will adversely affect the Trustee's own rights, duties or
immunities under the Notes and this Indenture.
(f) Unless otherwise provided in the form of Note for any tranche, all
Notes will be dated the date of their authentication.
(g) No Note will be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in
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the form provided for herein executed by the Trustee by manual signature of an
authorized signatory, and such certificate upon any Note will be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.
SECTION 304. Temporary Notes. (a) Pending the preparation of definitive
Notes of any tranche, the Issuer may execute, and, upon receipt of the documents
required by Section 303, together with an Issuer Order, the Trustee will
authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Notes in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the Issuer may determine, as evidenced by the Issuer's execution
of such Notes.
(b) If temporary Notes of any tranche are issued, the Issuer will cause
definitive Notes of such tranche to be prepared without unreasonable delay.
After the preparation of definitive Notes, the temporary Notes of such tranche
will be exchangeable for definitive Notes of such tranche upon surrender of the
temporary Notes of such tranche at the office or agency of the Issuer in a Place
of Payment, without charge to the Holder; and upon surrender for cancelation of
any one or more temporary Notes the Issuer will execute and the Trustee will
authenticate and deliver in exchange therefor a like stated principal amount of
definitive Notes of such tranche of authorized denominations and of like tenor
and terms. Until so exchanged the temporary Notes of such tranche will in all
respects be entitled to the same benefits under this Indenture as definitive
Notes of such tranche.
SECTION 305. Registration, Transfer and Exchange. (a) The Issuer will keep
or cause to be kept a register (herein sometimes referred to as the "Note
Register") in which, subject to such reasonable regulations as it may prescribe,
the Issuer will provide for the registration of Notes, or of Notes of a
particular tranche, and for transfers of Notes or of Notes of such tranche. Any
such register will be in written form or in any other form capable of being
converted into written form within a reasonable time. At all reasonable times
the information contained in such register or registers will be available for
inspection by the Trustee at the office or agency to be maintained by the Issuer
as provided in Section 1102.
(b) Subject to Section 204, upon surrender for transfer of any Note of any
tranche at the office or agency of the Issuer in a Place of Payment, the Issuer
will execute, and the Trustee will authenticate and deliver, in the name of the
designated transferee or transferees, one or more
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new Notes of such tranche of any authorized denominations, of a like aggregate
stated principal amount, Expected Principal Payment Date and Legal Maturity Date
and of like tenor and terms.
(c) Subject to Section 204, at the option of the Holder, Notes of any
tranche may be exchanged for other Notes of such tranche of any authorized
denominations, of a like aggregate stated principal amount, Expected Principal
Payment Date and Legal Maturity Date and of like tenor and terms, upon surrender
of the Notes to be exchanged at such office or agency. Whenever any Notes are so
surrendered for exchange, the Issuer will execute, and the Trustee will
authenticate and deliver, the Notes which the Noteholder making the exchange is
entitled to receive.
(d) All Notes issued upon any transfer or exchange of Notes will be the
valid obligations of the Issuer, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Notes surrendered upon such transfer
or exchange.
(e) Every Note presented or surrendered for transfer or exchange will (if
so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by
a written instrument of transfer in form satisfactory to the Issuer and the Note
Registrar duly executed, by the Holder thereof or his attorney duly authorized
in writing.
(f) Unless otherwise provided in the Note to be transferred or exchanged,
no service charge will be made on any Noteholder for any transfer or exchange of
Notes, but the Issuer may (unless otherwise provided in such Note) require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Notes, other than
exchanges pursuant to Section 304 or 1006 not involving any transfer.
(g) None of the Issuer, the Trustee, any agent of the Trustee, any Paying
Agent or the Note Registrar will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Note or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
(h) The Issuer initially appoints Citibank, N.A., to act as Note
Registrar for the Notes on its behalf. The Issuer may at any time and from
time to time authorize any Person to act as Note Registrar in place of the
Trustee with respect to any tranche of Notes issued under this Indenture.
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SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes. (a) If (i) any
mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Issuer and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Issuer or the Trustee that such Note has been acquired
by a bona fide purchaser, the Issuer will execute and upon its request the
Trustee will authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a new Note of like tenor, series,
class or tranche, Expected Principal Payment Date, Legal Maturity Date and
stated principal amount, bearing a number not contemporaneously Outstanding.
(b) In case any such mutilated, destroyed, lost or stolen Note has become
or is about to become due and payable, the Issuer in its discretion may, instead
of issuing a new Note, pay such Note.
(c) Upon the issuance of any new Note under this Section, the Issuer may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.
(d) Every new Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Note will constitute an original additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Note will be at any time enforceable by anyone, and will be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Notes of the same series, class or tranche duly issued hereunder.
(e) The provisions of this Section are exclusive and will preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.
SECTION 307. Payment of Interest; Interest Rights Preserved. (a) Unless
otherwise provided with respect to such Note pursuant to Section 301, interest
payable on any Note will be paid to the Person in whose name that Note (or one
or more Predecessor Notes) is registered at the close of business on the most
recent Record Date.
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(b) Subject to the foregoing provisions of this Section, each Note
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Note will carry the rights to interest accrued or accreted and unpaid,
and to accrue or accrete, which were carried by such other Note.
SECTION 308. Persons Deemed Owners. The Issuer, the Trustee and any agent
of the Issuer or the Trustee may treat the Person in whose name any Note is
registered in the Note Register as the owner of such Note for the purpose of
receiving payment of principal of and (subject to Section 307) interest on such
Note and for all other purposes whatsoever, whether or not such Note be overdue,
and neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee
will be affected by notice to the contrary.
SECTION 309. Cancelation. All Notes surrendered for payment, redemption,
transfer, conversion or exchange will, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and, if not already canceled, will be
promptly canceled by it. The Issuer may at any time deliver to the Trustee for
cancelation any Notes previously authenticated and delivered hereunder which the
Issuer may have acquired in any manner whatsoever, and all Notes so delivered
will be promptly canceled by the Trustee. No Note will be authenticated in lieu
of or in exchange for any Notes canceled as provided in this Section, except as
expressly permitted by this Indenture. The Trustee will dispose of all canceled
Notes in accordance with its customary procedures and will deliver a certificate
of such disposition to the Issuer.
SECTION 310. Computation of Interest. Unless otherwise provided as
contemplated in Section 301, (a) interest on the Notes computed at a fixed rate
will be calculated on the basis of a 360-day year of twelve 30-day months and
(b) interest on Notes computed on the basis of a floating or periodic rate will
be calculated on the basis of a 360-day year for the actual number of days
elapsed.
SECTION 311. New Issuances of Notes. (a) The Issuer may issue new series of
Notes, so long as the following conditions precedent are satisfied:
(i) on or before the fourth Business Day before the date that the new
issuance is to occur, the Issuer gives the Trustee and the Rating Agencies
written notice of the issuance;
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(ii) the Issuer will have delivered to the Trustee an Issuer's
Certificate to the effect that (A) the Issuer reasonably believes that the
new issuance will not at the time of its occurrence or at a future date
cause an Adverse Effect on any Notes; (B) all instruments furnished to the
Trustee conform to the requirements of the Indenture and constitute
sufficient authority hereunder for the Trustee to authenticate and deliver
such Notes; (C) the form and terms of such Notes have been established in
conformity with the provisions of this Indenture; (D) all laws and
requirements with respect to the execution and delivery by the Issuer of
such Notes have been complied with, all representations and warranties in
the Trust Agreement with respect to the execution and delivery by the
Issuer of such Notes have been complied with, the Issuer has the corporate
power to issue such Notes and such Notes have been duly authorized and
delivered by the Issuer and, assuming due authentication and delivery by
the Trustee, constitute legal, valid and binding obligations of the Issuer
enforceable in accordance with their terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws and legal principles affecting creditors' rights generally
from time to time in effect and to general equitable principles, whether
applied in an action at law or in equity) and entitled to the benefits of
this Indenture, equally and ratably with all other Notes, if any, of such
series, class or tranche Outstanding, subject to the terms of this
Indenture and each terms document; (E) if the authentication and delivery
relates to a new series, class or tranche of Notes created by a
supplemental indenture, also stating that all laws and requirements with
respect to the form and execution by the Issuer of the supplemental
indenture with respect to that series, class or tranche of Notes have been
complied with, the Issuer has corporate power to execute and deliver any
such supplemental indenture and has taken all necessary corporate action
for those purposes and any such supplemental indenture has been executed
and delivered and constitutes the legal, valid and binding obligation of
the Issuer enforceable in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws and legal principles affecting
creditors' rights generally from time to time in effect and to general
equitable principles, whether applied in an action at law or in equity);
and (F) such other matters as the Trustee may reasonably request;
(iii) the Issuer will have delivered to the Trustee and the Rating
Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect
to such issuance; and
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(iv) as of the date of the new issuance and after giving effect to the
new issuance, the weighted average rate of interest accruing (or accreting)
and payable by the Issuer with respect to all classes of Notes (after
giving effect to all Performing Derivative Agreements) will not be greater
than ____% per annum;
(v) at the time of the new issuance, the Notes of the new issuance
will be rated no lower than the following ratings categories by at least
one nationally recognized Rating Agency:
Note Rating
------------------------ ----------------------
Class A AAA/Aaa
Class B A/A
Class C BBB/Baa
(vi) no Amortization Event as defined in the Pooling and Servicing
Agreement will have occurred and be continuing as of the date of the new
issuance;
(vii) in the case of a new issuance of a class of foreign currency
Notes or floating rate Notes with an interest rate based on an index other
than the London interbank offered rate or the rate, the Issuer shall have
obtained confirmation from the applicable Rating Agencies that such new
issuance will not have a Ratings Effect on any Outstanding Notes;
(viii) the Invested Amount of the Collateral Certificate will be
increased by an amount equal to the Initial Dollar Principal Amount of the
Notes issued in the new issuance;
(ix) in the case of foreign currency Notes, the Issuer will have
appointed a one or more Paying Agents in the appropriate countries;
(x) the conditions specified in Sections 312 and 313, as applicable,
are satisfied;
(xi) the Issuer will have notified the Master Trust to what extent the
Nominal Liquidation Amount of the new issuance will constitute an Excluded
Series under the Series [ ] Supplement; and
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(xii) any other conditions specified in the applicable terms document;
provided, however, in the case of the conditions provided in clauses (iv), (v)
and (viii), such condition needs not be satisfied if the Issuer has obtained
written notification from each applicable Rating Agency that there will be no
Ratings Effect with respect to any Outstanding tranche of Notes as a result of
the issuance of the applicable tranche of Notes.
(b) The Issuer may issue new classes or tranches of Notes of currently
Outstanding Multiple Issuance Series, so long as the following conditions
precedent are satisfied:
(i) on or before the fourth Business Day before the date
that the new issuance is to occur, the Issuer gives the Trustee and
the Rating Agencies notice of the new issuance;
(ii) the Issuer delivers to the Trustee and the Rating
Agencies an Issuer's Certificate to the effect that the new issuance
will not at the time of its issuance or at a future date cause an
Adverse Effect;
(iii) if the Initial Dollar Principal Amount of the
newly-issued tranche of Notes equals or exceeds $250,000,000, or a
condition is not satisfied pursuant to the proviso of this clause,
the Issuer will have delivered to the Trustee and the Rating Agencies
an Issuer Tax Opinion, a Master Trust Tax Opinion;
(iv) as of the date of the new issuance and after giving
effect to the new issuance, the weighted average rate of interest
accruing (or accreting) and payable by the Issuer with respect to all
classes of Notes (after giving effect to all Performing Derivative
Agreements) will not be greater than ____% per annum;
(v) at the time of the new issuance, the Notes of the new
issuance will be rated no lower than the following ratings categories
by at least of one nationally recognized Rating Agency:
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Note Rating
-------------------- -----------------
Class A AAA
Class B A
Class C BBB
(vi) no Amortization Event as defined in the Pooling and
Servicing Agreement will have occurred and be continuing as of the
date of the new issuance;
(vii) in the case of a new issuance of a class of foreign
currency Notes or floating rate Notes with an interest rate based on
an index other than the London interbank offered rate or the [ ] rate,
the Issuer shall have obtained confirmation from the applicable Rating
Agencies that such new issuance will not have a Ratings Effect on any
outstanding Notes;
(viii) the Invested Amount of the Collateral Certificate will be
increased by an amount equal to the Initial Dollar Principal Amount of
the Notes issued in the new issuance;
(ix) in the case of foreign currency Notes, the Issuer will have
appointed a one or more Paying Agents in the appropriate countries;
(x) the conditions specified in Sections 312 and 313, as
applicable, are satisfied;
(xi) the Issuer will have notified the Master Trust to what
extent the Nominal Liquidation Amount of the new issuance will
constitute an Excluded Series under the Series [ ] Supplement; and
(xii) any other conditions specified in the applicable terms
document;
provided, however, in the case of the conditions provided in clauses (iv), (v)
and (viii), such condition needs not be satisfied if the Issuer has obtained
written notification from each applicable Rating Agency that there will be no
Ratings Effect with respect to any Outstanding tranche of Notes as a result of
the issuance of the applicable tranche of Notes.
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(c) The Issuer and the Trustee are not required to obtain the consent of
any Noteholder of any Outstanding series, class or tranche to issue any
additional Notes of any series, class or tranche.
SECTION 312. Specification of Required Subordinated Amount and other Terms
with Respect to each Tranche. (a) The applicable terms document for each tranche
of Class A Notes will specify a Required Subordinated Amount of Class B Notes
and Class C Notes, and the applicable terms document for each tranche of Class B
Notes will specify a Required Subordinated Amount of Class C Notes. For senior
classes of Discount Notes, the applicable terms document will specify the
Required Subordinated Amount that must be maintained while such Discount Notes
are outstanding.
(b) With respect to senior classes of non Discount Notes of a multiple
issuance series, the Class A Required Subordinated Amount on its issuance date
of Class B Notes will be an amount equal to __% of the Initial Dollar Principal
Amount of that tranche of Class A Notes, and the Class A Required Subordinated
Amount on its issuance date of Class C Notes will be an amount equal to __% of
the Initial Dollar Principal Amount of that tranche of Class A Notes. The Class
B Required Subordinated Amount on its issuance date of Class C Notes will be an
amount equal to __% of the Initial Dollar Principal Amount of that tranche of
Class B Notes. With respect to senior classes of Discount Notes, the Required
Subordinated Amount will be stated in the applicable terms document.
(c) The Issuer may change these percentage amounts at any time without the
consent of any Noteholders so long as the Issuer has received confirmation from
the Rating Agencies that have rated any Outstanding Notes of that series that
the change in the Required Subordinated Amount will not result in a Ratings
Effect with respect to any Outstanding Notes in that series.
SECTION 313. Required Subordinated Amount Conditions to Issuance of a
Tranche of a Senior Class of a Multiple Issuance Series. (a) Class A Required
Subordinated Amount of Class B Notes. On the issuance date of a tranche of Class
A Notes of a Multiple Issuance Series, immediately after giving effect to such
issuance, the available subordinated amount of Class B Notes of that series must
be at least equal to the Class A Required Subordinated Amount of Class B Notes
for that series. For purposes of this clause, the available subordinated amount
of Class B Notes of a series as of any date means:
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(i) the aggregate Nominal Liquidation Amount of all Outstanding
tranches of Class B Notes on that date after giving effect to any
issuances or repayments of tranches of Class B Notes to be made on
such day),
minus
(ii) the aggregate amount of the Class A Required Subordinated
Amount of Class B Notes for all other tranches of Class A Notes of
that series which are Outstanding on that date after giving effect to
any issuances or repayments in full of any tranches of Class A Notes
to be made on that day,
plus
(iii) the aggregate amount of all reductions relating to
reallocations pursuant to Section 502(a) and allocations of Investor
Charge-Offs in the Nominal Liquidation Amount of all tranches of Class
B Notes that will be outstanding immediately after giving effect to
such issuance, but only for such reductions which have occurred since
the earliest issuance date of a tranche of Class A Notes that will be
Outstanding after giving effect to such issuance.
(b) Class A Required Subordinated Amount of Class C Notes. On the issuance
date of a tranche of Class A Notes of a Multiple Issuance Series, immediately
after giving effect to such issuance, the available subordinated amount of Class
C Notes of that series must be at least equal to the Class A Required
Subordinated Amount of Class C Notes for that series. For purposes of this
clause, the available subordinated amount of Class C Notes of a series as of any
date means:
(i) the aggregate Nominal Liquidation Amount of all
Outstanding tranches of Class C Notes on that date after giving
effect to any issuances or repayments of tranches of Class C Notes to
be made on such day),
minus
(ii) the aggregate amount of the Class A Required
Subordinated Amount of Class C Notes for all other tranches of Class
A Notes of that series which are Outstanding on that date after
giving effect to any issuances or repayments in full of any tranches
of
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Class A Notes to be made on that day,
plus
(iii) the aggregate amount of all reductions relating to
reallocations pursuant to Section 502(a) and allocations of Investor
Charge-Offs in the Nominal Liquidation Amount of all tranches of
Class C Notes that will be outstanding immediately after giving
effect to such issuance, but only for such reductions which have
occurred since the earliest issuance date of a tranche of Class A
Notes that will be Outstanding after giving effect to such issuance.
(c) Class B Required Subordinated Amount of Class C Notes. On the
issuance date of a tranche of Class B Notes of a Multiple Issuance Series,
immediately after giving effect to such issuance, the available subordinated
amount of Class C Notes of that series must be at least equal to the Class B
Required Subordinated Amount of Class C Notes for that series. For purposes of
this clause, the available subordinated amount of Class C Notes of a series as
of any date means:
(i) the aggregate Nominal Liquidation Amount of all
Outstanding tranches of Class C Notes on that date after giving
effect to any issuances or repayments of tranches of Class C Notes to
be made on such day),
minus
(ii) the aggregate amount of the Class B Required
Subordinated Amount of Class C Notes for all other tranches of Class
B Notes of that series which are Outstanding on that date after
giving effect to any issuances or repayments in full of any tranches
of Class B Notes to be made on that day,
plus
(iii) the aggregate amount of all reductions relating to
reallocations pursuant to Section 502(a) and allocations of Investor
Charge-Offs in the Nominal Liquidation Amount of all tranches of
Class C Notes that will be Outstanding immediately after giving
effect to such issuance, but only for such reductions which have
occurred since the earliest issuance date of a tranche of Class B
Notes that will be Outstanding after giving
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effect to such issuance.
ARTICLE IV
Accounts and Investments
SECTION 401. Collections. Except as otherwise expressly provided herein,
the Trustee may demand payment or delivery of, and will receive and collect,
directly and without intervention or assistance from any fiscal agent or other
intermediary, all money and other property payable to or receivable by the
Trustee pursuant to this Indenture including, without limitation, all funds and
other property payable to the Trustee pursuant to the Collateral (collectively,
the "Collections"). The Trustee will hold all such money and property received
by it as part of the Collateral and will apply it as provided in this Indenture.
SECTION 402. Accounts. (a) Accounts; Deposits to and Distributions from
Accounts. On or before the Effective Date, the Issuer will open and will
thereafter cause to be maintained, at an Eligible Institution (initially
Citibank, N.A.), one or more segregated deposit accounts (collectively, the
"Collection Account"). Subject to Section 403(b), and except as provided in
Sections 404, 504, 511, 522 and 708, the Issuer will require that all
Collections be deposited into the Collection Account. On or before the Effective
Date, the Trustee will cause to be established and maintained at an Eligible
Institution (initially Citibank, N.A.), three segregated trust accounts
denominated as follows: the "Interest Funding Account", the "Principal Funding
Account" and the "Class C Reserve Account", and from time to time in connection
with the issuance of a series, class or tranche of Notes, the Trustee may
establish one or more segregated trust accounts denominated as "Supplemental
Accounts". If, at any time, either the Collection Account, Interest Funding
Account, Principal Funding Account or Class C Reserve Account ceases to be an
Eligible Deposit Account, the Issuer will 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 Collection Account, Interest Funding Account,
Principal Funding Account or Class C Reserve Account, as the case may be, which
is an Eligible Deposit Account, transfer any cash and/or investments to such new
Collection Account, Interest Funding Account, Principal Funding Account or Class
C Reserve Account and from the date such new Interest Funding Account, Principal
Funding Account or Class C
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Reserve Account is established, it will be the "Collection Account", "Interest
Funding Account", "Principal Funding Account" or "Class C Reserve Account", as
the case may be. Each tranche of Notes will have its own sub-Account within the
Interest Funding Account and the Principal Funding Account. Each tranche of
Class C Notes will have its own sub-Account within the Class C Reserve Account.
Supplemental Accounts will be created as specified in the applicable terms
document. The Interest Funding Account, the Principal Funding Account and the
Class C Reserve Account and the Supplemental Accounts will receive deposits
pursuant to Article V. Any Supplemental Account will receive deposits as set
forth in a supplemental indenture amending Article V.
(b) All payments to be made from time to time by the Trustee to Noteholders
out of funds in the Accounts pursuant to this Indenture will be made by the
Trustee to the Paying Agent not later than 12:00 noon on the applicable Payment
Date but only to the extent of available funds in the applicable sub-Account or
as otherwise provided in Article V.
SECTION 403. Investment of Funds in the Accounts. (a) The funds on deposit
in the Accounts will be invested and reinvested by the Trustee at the direction
of the Issuer in one or more Eligible Investments. The Issuer may authorize the
Trustee to make specific investments pursuant to written, telegraphic or
telephonic (subsequently confirmed in writing) instructions, in such amounts as
the Issuer will specify. Notwithstanding the foregoing, funds held by the
Trustee in any of the Accounts will be invested in Eligible Investments that
will mature in each case no later than the date on which such funds in the
Accounts are scheduled to be transferred or distributed by the Trustee pursuant
to this Indenture (or as much earlier as necessary to provide for timely payment
of principal or interest on the applicable Principal Payment Date or Interest
Payment Date).
(b) All funds deposited from time to time in Accounts pursuant to this
Indenture and all investments made with such funds will be held by the Trustee
in the Accounts as part of the Collateral as herein provided, subject to
withdrawal by the Trustee for the purposes set forth herein. The Issuer will not
direct the Trustee to make any investment of any funds or to sell any investment
held in the Accounts unless the security interest granted and perfected in such
Accounts will continue to be perfected in such investment or the proceeds of
such sale, in either case without any further action by the Issuer or the
Trustee.
(c) Funds and other property in any of the Accounts will not be commingled
with any other funds or property of the Issuer. Notwithstanding the foregoing,
the Trustee may hold any funds or other property received or held by it as part
of the Accounts in collecting accounts
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maintained by it in the normal course of its business and containing funds held
by it for other Persons (which may include the Issuer or an Affiliate thereof),
provided that such accounts are under the sole control of the Trustee and the
Trustee maintains adequate records indicating the ownership of all such funds or
property and the portions thereof held for credit to the applicable Accounts.
(d) The Issuer will not direct the Trustee to make any investment of any
funds in any of the Accounts or to sell any investment held in such Accounts
except under the following terms and conditions:
(i) each such investment will be made in the name of the Trustee (in
its capacity as such) or in the name of a nominee of the Trustee under its
complete and exclusive dominion and control (or, if, as indicated by an
Opinion of Counsel delivered to the Trustee, applicable law provides for
perfection of pledges of an instrument not evidenced by a certificate or
other instrument through registration of such pledge on books maintained by
or on behalf of the issuer of such investment, such pledge may be so
registered);
(ii) the Trustee will have sole control over such investment, the
income thereon and the proceeds thereof;
(iii) other than the investments described in clause (i), any
certificate or other instrument evidencing such investment will be
delivered directly to the Trustee or its agent; and
(iv) the proceeds of each sale of such an investment will be remitted
by the purchaser thereof directly to the Trustee for deposit in the Account
in which such investment was held.
(e) All income or other gain from investments of funds on deposit in the
Accounts (other than the Principal Funding Account) will be treated as Finance
Charge Collections pursuant to Section 501. Any loss resulting from such
investments will be charged to the sub- Accounts pro rata based on the amount on
deposit in such sub-Account.
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The Issuer may use weighted averaging or any other reasonable method for
allocating losses among such sub-Accounts. Subject to Section 801(c), the
Trustee will not in any way be held liable by reason of any insufficiency in
such sub-Accounts resulting from any loss on any Eligible Investment included
therein except for losses attributable to the Trustee's failure to make
payments on such Eligible Investments issued by the Trustee, in its commercial
capacity, in accordance with their terms.
(f) All income or other gain from investments of funds on deposit in the
Principal Funding Account will be applied as set forth in Section 506.
(g) Funds on deposit in the Accounts will be invested and reinvested by
the Trustee to the fullest extent practicable, in such manner as the Trustee
will from time to time determine, but only in one or more Eligible
Investments, upon the occurrence of any of the following events:
(i) the Issuer will have failed to give investment directions to the
Trustee; or
(ii) an Event of Default will have occurred and is continuing but no
Notes have been declared due and payable pursuant to Section 702.
SECTION 404. Excess Funds in the Interest Funding sub-Accounts or
Principal Funding sub-Accounts. (a) With respect to any Due Period, if the
Issuer determines that the amount on deposit in any Interest Funding
sub-Account (after giving effect to all deposits and withdrawals to be made on
with respect to such Due Period) is greater than the amount targeted to be on
deposit in such Interest Funding sub-Account with respect to such Due Period
(subject to Section 507(e)), such excess will be withdrawn from such
sub-Account and applied as Finance Charge Collections pursuant to Section 501.
(b) With respect to any Due Period, if the Issuer determines that the
amount on deposit in any Principal Funding sub-Account (after giving effect to
all deposits and withdrawals to be made on with respect to such Due Period) is
greater than the Outstanding Dollar Principal Amount of the applicable tranche
less the amount of all unreimbursed reductions to the Nominal Liquidation
Amount made pursuant to clauses (v) and (vi) of the definition of Nominal
Liquidation Amount, such excess will be withdrawn from such sub-Account and
paid to the Issuer.
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ARTICLE V
Allocations, Deposits and Payments
SECTION 501. Allocations of Finance Charge Collections. With respect to
each Due Period, the Trustee will allocate (i) Finance Charge Collections
received pursuant to Section 4.02(a)(iii) of the Series [ ]-00 Supplement,
(ii) net earnings and other gain on amounts on deposit in the Accounts (other
than the Principal Funding Account) received pursuant to Section 403(e) and
Section 404, as follows:
(a) first, to pay accrued and unpaid fees and expenses of, and other
amounts due to, the Trustee pursuant to Section 807;
(b) second, to make the targeted deposits to the Interest Funding
Account pursuant to Section 503;
(c) third, to make the targeted deposit to the Class C Reserve
Account, if any, pursuant to Section 517;
(d) fourth, to the Issuer, to make the targeted increase in the
Invested Amount of the Collateral Certificate, if any, pursuant to
Sections 519(c); and
(e) fifth, to the Issuer.
SECTION 502. Allocations of Principal Collections. With respect to each
Due Period, the Trustee will allocate Principal Collections received from the
Collateral Certificate as follows:
(a) first, subject to the limitations set forth in Sections 512,
513, 514, 515 and 516, in an amount to make any payment or deposit
targeted pursuant to Section 501(a) or (b) that was not made from Finance
Charge Collections (except that no reallocation of Principal Collections
which would result in the reduction of the Nominal Liquidation Amount of
any class of Notes will be used for a deposit into the Interest Funding
Account that will be used (i) to pay interest on any Note of that class
or a subordinated class, (ii) to make a payment on a Derivative Agreement
entered into with respect to
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interest on any Note of that class or a subordinated class, or (iii) to
fund an increase in the Invested Amount of the Collateral Certificate
required by the accretion of interest on a Discount Note of that class or
a subordinated class);
(b) second, to make the targeted deposits to the Principal Funding
Account pursuant to Section 508; and
(c) third, to the Issuer, to maintain the Invested Amount of the
Collateral Certificate in an amount equal to the aggregate amount of the
Nominal Liquidation Amount of all tranches of Notes.
SECTION 503. Targeted Deposits of Furnace Charge Collections and
Principal Collections to the Interest Funding Account. The allocation of
Finance Charge Collections pursuant to Section 501 and reallocation of
Principal Collections pursuant to Section 502(a) targeted to be made with
respect to each Due Period is an amount equal to the sum of the following
amounts. A single tranche of Notes may be entitled to more than one of the
following deposits in any month.
(a) Specified Deposits. If the terms document for a tranche of Notes
specifies a deposit to be made in lieu of the deposits described in this
Section, the deposit targeted for that tranche of Notes with respect to
each Due Period is the specified amount. Subject to Section 521, these
deposits will be made on the dates specified in the applicable Note.
(b) Monthly Interest Payments not Covered by a Derivative Agreement.
If a tranche of Notes provides for monthly interest payments that are not
covered by a Derivative Agreement, the deposit targeted for that tranche
of Notes with respect to each Due Period is equal to the total amount of
interest on the Adjusted Outstanding Dollar Principal Amount of that
tranche of Notes which will be due and unpaid on the Interest Payment
Date next following the end of that Due Period, including shortfalls in
any targeted deposit amount determined on the same basis for that tranche
of Notes from earlier Interest Payment Dates, if any. Subject to Section
521, these deposits will be made on the Interest Payment Date for the
applicable tranche.
(c) Periodic Interest Payments not Covered by a Derivative
Agreement. If a tranche of Notes provides for quarterly, semi-annual,
annual or other periodic payments
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of interest (but less frequently than monthly), and that interest is not
covered by a Derivative Agreement, the deposit targeted for that tranche
of Notes with respect to each Due Period will be equal to the amount of
interest accrued on the Adjusted Outstanding Dollar Principal Amount of
that tranche of Notes during the period from the prior Monthly Interest
Date (or the date of issuance of such tranche for the determination with
respect to the first Monthly Interest Date) to the first Monthly Interest
Date after the end of such Due Period plus any targeted deposits which
were to have been made with respect to prior Interest Deposit Dates but
were not made. Subject to SECTION 521, these deposits will be made on
each Monthly Interest Date for the applicable tranche.
(d) Notes with a Performing Derivative Agreement. (i) If a tranche
of Dollar Notes or foreign currency Notes which has a Performing
Derivative Agreement for interest provides for monthly payments to the
applicable Derivative Counterparty, the deposit targeted for that tranche
of Notes with respect to each Due Period is equal to the amount required
to be paid to the applicable Derivative Counterparty on the next payment
date following the end of that Due Period, plus any shortfalls in any
targeted deposit amount determined on the same basis for that tranche of
Notes from earlier Due Periods, if any. Subject to Section 521, these
deposits will be made on the payment date specified in the applicable
Derivative Agreement. (ii) If a tranche of Dollar Notes or foreign
currency Notes which has a Performing Derivative Agreement for interest
provides for payments less frequently than monthly to the applicable
Derivative Counterparty, the deposit targeted for that tranche of Notes
with respect to each Due Period is equal to the amount required to be
paid to the Derivative Counterparty on the payment date next following
the end of that Due Period, divided by the number of months in the period
between payment dates, plus shortfalls in any targeted deposit amount
determined on the same basis for that tranche of Notes from earlier Due
Periods, if any. Subject to Section 521, these deposits will be made on
the payment date specified in the applicable Derivative Agreement in the
month in which payment is scheduled to be made to the Derivative
Counterparty, and on the Monthly Interest Date in each other month.
(e) Dollar Notes and non-Performing Derivative Agreements. If a
tranche of Dollar Notes has a non-Performing Derivative Agreement for
interest, then the calculation of the targeted deposit to the applicable
Interest Funding sub-Account is made using to the stated interest rate,
amount of interest and frequency of interest
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payments for the applicable tranche of Notes. Subject to Section 521,
these deposits will be made on each Monthly Interest Date for the
applicable tranche.
(f) Foreign Currency Notes and non-Performing Derivative Agreements.
If a tranche of foreign currency Notes has a non-Performing Derivative
Agreement for interest, then the calculation of the deposit targeted is
made with reference to the amount of Dollars that would have been payable
to the applicable Derivative Counterparty under the Derivative Agreement
during that period if such Derivative Agreement were Performing. Subject
to Section 521, these deposits will be made on each Monthly Interest Date
for the applicable tranche.
(g) Discount Notes. In the case of a tranche of Discount Notes, the
deposit targeted for that tranche of Notes with respect to any Due Period
is equal to the amount of accretion of principal of such tranche of Notes
from the prior Monthly Principal Date (or in the case of the first
Monthly Principal Date, from the date of issuance of such tranche) to the
first Monthly Principal Date after the end of such Due Period. Subject to
Section 521, these deposits will be made on each Monthly Principal Date.
SECTION 504. Payments Received from Derivative Counterparties for
Interest; Other Deposits to the Interest Funding Account. The following
deposits and payments will be made to the Interest Funding Account on the
following dates:
(a) Payments Received From Derivative Counterparties for Interest.
Payments received under Derivative Agreements for interest in Dollars
will be deposited into the applicable Interest Funding sub-Account.
Payments received under Derivative Agreements for interest in foreign
currencies will be made directly to the applicable Paying Agent for
payment to the Holders of the applicable tranche of Notes, or as
otherwise specified in the applicable Derivative Agreement.
(b) Principal Funding Account Earnings. Amounts received pursuant to
Section 506(d) for any tranche of Notes will be deposited into the
applicable Interest Funding sub-Account on each Monthly Interest Date.
(c) Class C Reserve Account. Withdrawals made from any Class C
Reserve sub- Account pursuant to Section 518(a) will be deposited into
the applicable Interest
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Funding sub-Account on the date specified in Section 518(a).
SECTION 505. Allocation of Deposits to Interest Funding sub-Accounts. The
aggregate amount of the deposits to be made to the Interest Funding Account
pursuant to Section 503 for each Due Period will be allocated, and a portion
deposited into the Interest Funding sub- Account for each tranche of Notes, as
follows:
(a) Available Amounts Equal to Targeted Amounts. If the amount of
funds available for a Due Period pursuant to Section 501 (including
reallocations of Principal Collections pursuant to Section 502(a)) is at
least equal to the aggregate amount of the deposits and payments targeted
by Section 503, then the full amount of each such deposit and payment
will be made.
(b) Available Amounts are Less than Targeted Amounts. (i) If the
amount of funds available for a Due Period pursuant to Section 501
(including reallocations of Principal Collections pursuant to SECTION
502(a)) is less than the aggregate amount of the deposits and payments
targeted by Section 503, then the amount available will be allocated to
each tranche of Notes pro rata based on the ratio of the Adjusted
Outstanding Dollar Principal Amount of that tranche to the aggregate
Adjusted Outstanding Dollar Principal Amount of all tranches to receive
deposits.
(ii) For all series identified as belonging to "Group 1", the
amounts allocated to those series pursuant to clause (b) (i) will be
reaggregated into a single pool, and reallocated to each targeted deposit
pro rata based on the amount of the targeted deposits to the applicable
Interest Funding sub-Account pursuant to Section 503.
(iii) For all series identified as belonging to another group, the
reallocation of amounts allocated pursuant to clause (b)(i) will be based
on a rule for that group set forth in a supplement to this Indenture.
(c) Other Funds not Reallocated. Funds deposited into any Interest
Funding sub- Account pursuant to Sections 504 and 506 and funds on
deposit from prior Due Periods will not be reallocated to any other
Interest Funding sub-Account.
SECTION 506. Deposit of Principal Funding sub-Account Earnings in
Interest
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Funding sub-Accounts; Principal Funding sub-Account Earnings Shortfall;
Payments Received from Derivative Counterparties for Interest. (a) The Issuer
will notify the Master Trust from time to time of the aggregate amount on
deposit in the Principal Funding Account.
(b) From time to time after the end of each Due Period, the Issuer will
calculate the Principal Funding sub-Account Earnings Target, the Principal
Funding sub-Account Earnings, and the Principal Funding sub-Account Earnings
Shortfall (if any) for the Principal Funding sub- Account for the each tranche
of Notes for the period from the previous Interest Deposit Date (or with
respect to the first Interest Deposit Date with respect to such tranche, the
date of issuance of such tranche) to the first Interest Deposit Date after the
end of such Due Period (for purposes of this Section, a "monthly period").
(c) If there is any Principal Funding sub-Account Earnings Shortfall for
any Principal Funding sub-Account for such monthly period, or any unpaid
Principal Funding sub-Account Earnings Shortfall for any Principal Funding
sub-Account from any earlier monthly period, the Issuer will notify the Master
Trust pursuant to Section 5.04 of the Series [ ]-00 Supplement of such amount.
(d) On each Monthly Interest Date, the Issuer will deposit into each
applicable Interest Funding sub-Account the following amounts:
(i) the Principal Funding sub-Account Earnings for the related
Principal Funding sub-Account for such monthly period, and
(ii) the amount received by the Issuer pursuant to SECTION 5.04
of the Series [ ]-00 Supplement with respect to such Principal
Funding sub-Account, if any.
If the amount of Principal Funding sub-Account Earnings for any tranche of
Notes for any Due Period is greater than the Principal Funding sub-Account
Earnings Target for such Due Period, the amount of the excess will be paid to
the Issuer.
(e) Net payments received under Derivative Agreements for interest on a
tranche of Notes payable in Dollars will be deposited into the applicable
Interest Funding sub-Account on the date of receipt by the Issuer. Net
payments received under Derivative
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Agreements for interest on foreign currency Notes will be made directly to the
applicable Paying Agent for payment to the Holders of applicable tranche of
Notes, or as otherwise specified in the applicable Derivative Agreement.
SECTION 507. Withdrawals from Interest Funding Account. Withdrawals made
pursuant to this Section with respect to any tranche will be made from the
Interest Funding sub- Account established for that tranche only after all
allocations and reallocations have been made pursuant to Sections 503, 504,
505 and 506. A single tranche of Notes may be entitled to more than one of the
following withdrawals in any month.
(a) Withdrawals for Dollar Notes. On each applicable Interest
Payment Date (or as much earlier as specified in the applicable terms
document) with respect to each tranche of Dollar Notes, an amount equal
to the lesser of (i) interest due on the applicable tranche of Notes on
the applicable Interest Payment Date, and (ii) the amount on deposit in
the applicable Interest Funding sub-Account will be withdrawn from such
Interest Funding sub-Account and remitted to the applicable Paying Agent.
(b) Withdrawals for Discount Notes. On each applicable Monthly
Principal Date, with respect to each tranche of Discount Notes, an amount
equal to the lesser of (i) the amount of the accretion of principal of
such tranche of Notes from the prior Monthly Principal Date (or in the
case of the first Monthly Principal Date, the date of issuance of such
tranche) to the applicable Monthly Principal Date, and (ii) the amount on
deposit in the applicable Interest Funding sub-Account will be withdrawn
from such Interest Funding sub-Account and invested in the Collateral
Certificate pursuant to Section 519(a).
(c) Withdrawals for Notes with Performing Derivative Agreements for
Interest. On each date on which a payment is required under the
applicable Derivative Agreement (or as much earlier as specified in the
applicable terms document) with respect to any tranche of Notes which has
a Performing Derivative Agreement for interest, an amount equal to the
lesser of (i) the amount of the payment to be made under the applicable
Derivative Agreement, and (ii) the amount on deposit in the applicable
Interest Funding sub-Account will be withdrawn from such Interest Funding
sub-Account and paid to the applicable Derivative Counterparty.
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(d) Withdrawals for Notes with non-Performing Derivative Agreements
for Interest in Dollars. On each Interest Payment Date (or as much
earlier as specified in the applicable terms document) with respect to a
tranche of Dollar Notes that has a nonPerforming Derivative Agreement for
interest an amount equal to the lesser of (i) the amount of interest
payable on such Interest Payment Date, and (ii) the amount on deposit in
the applicable Interest Funding sub-Account will be withdrawn from such
Interest Funding sub-Account and remitted to the applicable Paying Agent.
(e) Withdrawals for Notes with non-Performing Derivative Agreements
for Foreign Currency Interest. On each Interest Payment Date with respect
to a tranche of foreign currency Notes that has a non-Performing
Derivative Agreement for interest (or as much earlier as specified in the
applicable terms document), an amount equal to the lesser of (i) the
amount of Dollars necessary to be converted at the applicable Spot
Exchange Rate to pay the foreign currency interest due on such tranche of
Notes on the applicable Interest Payment Date, and (ii) the amount on
deposit in the applicable Interest Funding sub-Account will be withdrawn
from such sub-Account and converted to the applicable foreign currency at
the Spot Exchange Rate and remitted to the applicable Paying Agent. Any
excess Dollar amount will be retained on deposit in the applicable
Interest Funding sub-Account to be applied to make interest payments on
later Interest Payment Dates, or paid to the Issuer when the principal
amount of the applicable Note is paid in full.
(f) Payment to Issuer. Upon payment in full of any tranche of Notes,
any amount on deposit in the applicable Interest Funding sub-Account will
be paid to the Issuer.
If the aggregate amount for withdrawal from an Interest Funding
sub-Account is less than all withdrawals required to be made from such
Interest Funding sub-Account in a month, then the amounts on deposit will be
withdrawn and applied pro rata based on the amounts of the withdrawals
required to be made.
SECTION 508. Targeted Deposits of Principal Collections to the Principal
Funding Account. The aggregate deposit targeted to be made to the Principal
Funding Account with Principal Collections with respect to any Due Period is
an amount equal to the sum of Principal Funding Account deposits targeted to
be made for each tranche of Notes. These targeted amounts are as follows:
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(a) Expected Principal Payment Date. With respect to the Expected
Principal Payment Date of a tranche of Notes, the deposit targeted for
that tranche of Notes with respect to the most recently completed Due
Period, the deposit targeted for that tranche of Notes is equal to the
Nominal Liquidation Amount of that tranche of Notes. Subject to Section
521, these deposits will be made on the applicable Expected Principal
Payment Date.
(b) Budgeted Deposits. (i) With respect to each Due Period,
beginning with the twelfth Due Period before the Expected Principal
Payment Date of a tranche of Class A Notes but excluding the final Due
Period before the Expected Principal Payment Date of such tranche of
Class A Notes, the deposit targeted to be made into the Principal Funding
sub-Account for that tranche will be the Controlled Amortization Amount
for that tranche specified in the applicable terms document, or if no
such amount is specified equal to one-twelfth of the anticipated Nominal
Liquidation Amount of such tranche of Notes as of its Expected Principal
Payment Date. Subject to clause (ii) and SECTION 521, these deposits will
be made on the Monthly Principal Date.
(ii) Notwithstanding anything to the contrary in clause (i),
but subject to Section 521, the Issuer may postpone the date of the
targeted deposits under clauses (i) under the following
circumstances:
(A) Immediately before the twelfth full Due Period before
the Expected Principal Payment Date set for every Class A Note,
the Issuer will calculate the minimum monthly principal
expected to be paid to all Certificates (including the
Collateral Certificate) issued by the Master Trust.
(B) This calculation will be made by multiplying the
lowest of the monthly principal payment rates for principal
receivables in the Master Trust, in the case of a Single
Issuance Series, during the eleven months, and in the case of a
Multiple Issuance Series, during the twelve months, preceding
the date of calculation by the initial invested amounts of all
Master Trust Certificates (other than Certificates representing
Excluded Master Trust Series or series that are partially
Excluded Master Trust Series, to the extent of such exclusion.
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(C) Using the minimum monthly principal amount expected to
be paid for principal receivables in the Master Trust, the
Issuer will next compare that amount to the invested amounts of
all Master Trust Certificates (including the Collateral
Certificate, but excluding any Certificates representing
Excluded Master Trust Series or series that are partially
Excluded Master Trust Series, to the extent of such exclusion)
with their expected maturity dates and the Outstanding Dollar
Principal Amounts of all tranches of Notes with Expected
Principal Payment Dates in the eleven or twelve, as applicable,
Due Periods preceding the Expected Principal Payment Date of
the tranche of Class A Notes for which the calculation is being
performed. If the comparison reveals that the date of the
targeted deposits can be postponed for that tranche of Class A
Notes (with a corresponding increase in the amount of each
deposit targeted) and the Issuer expects to receive Principal
Collections adequate to repay that tranche of Class A Note in
full on its Expected Principal Payment Date, then the Issuer
may designate a later Due Period (and correspondingly increased
Controlled Amortization Amount) with respect to which deposits
to the Principal Funding sub-Account for that tranche of Class
A Notes will begin. The comparison made will assume that the
dates required for collection of Principal Collections are
postponed to the maximum extent permitted by all Master Trust
Certificates and tranches of Notes.
(c) Prefunding of the Principal Funding Account of senior classes.
If the Issuer determines that any Expected Principal Payment Date, Event
of Default, Early Redemption Even or any other mandatory or optional
redemption with respect to any tranche of Class C Notes will occur at a
time when the Issuer anticipates that Section 515 or 516 would otherwise
prohibit the payment of all or part of such tranche of Class C Notes, the
Principal Finding sub-Account for the Class A Notes and/or the Class B
Notes of that series, as the case may be, will be prefunded with an
amount equal to the Outstanding Dollar Principal Amount of the Class A
Notes and Class B Notes that would be affected by the deficiency in the
subordinated amount so as to permit the payment of that tranche of Class
C Notes. If the Issuer determines that any Expected Principal Payment
Date, Early Redemption Event or Event of Default with respect to any
tranche of Class B Notes will occur at a time when the Issuer anticipates
that Section 515 or 516
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would otherwise prohibit the payment of all or part of such tranche of
Class B Notes, the Principal Finding sub-Account for the Class A Notes of
that series will be prefunded with an amount equal to the Outstanding
Dollar Principal Amount of the Class A Notes that would be affected by
the deficiency in the subordinated amount so as to permit the payment of
that tranche of Class C Notes.
(d) Event of Default or Early Redemption Event. If the maturity of
any tranche of Notes has been accelerated after the occurrence of an
Event of Default during such Due Period or if any tranche of Notes is
required to be redeemed following an Early Redemption Event or any other
mandatory or optional redemption during such Due Period, the deposit
targeted for that tranche of Notes with respect to such Due Period is
equal to Nominal Liquidation Amount of that tranche of Notes. Subject to
Section 521, these deposits will be made on the Monthly Principal Date.
SECTION 509. Payments Received from Derivative Counterparties for
Principal; Other Deposits to Principal Funding Accounts. The following
additional amounts will be deposited into the Principal Funding Account on the
following dates:
(a) Payments Received from Derivative Counterparties. Payments
received under Derivative Agreements for principal in Dollars will be
deposited into the applicable Interest Funding sub-Account. Payments
received under Derivative Agreements for principal in foreign currencies
will be made directly to the applicable Paying Agent for payment to the
Holders of the applicable tranche, or as otherwise specified in the
applicable Derivative Agreement.
(b) Class C Reserve Account. Withdrawals made from any Class C
Reserve sub- Account pursuant to Section 518(b) will be deposited into
the applicable Principal Funding sub-Account on the date specified in
Section 518(b).
(c) Proceeds of Sale of Credit Card Receivables. The net proceeds of
the sale of credit card receivables received by the Issuer with respect
to any tranche of Notes pursuant to Sections 522 and 708 will be
deposited directly into the applicable Principal Funding sub-Account on
the date of receipt.
SECTION 510. Allocation to Principal Funding sub-Accounts. The aggregate
amount
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of the deposits to be made to the Principal Funding Account pursuant to
Section 508 for each Due Period will be allocated, and a portion deposited in
the Principal Funding sub-Account for each tranche of Notes, as follows:
(a) Available Amounts Equal to Targeted Amount. If the aggregate
deposit to the Principal Funding Account is equal to the sum of the
deposits targeted by each tranche of Notes, then that required amount is
deposited in the Principal Funding sub-Account established for each
tranche.
(b) Available Amounts Are Less Than Targeted Amounts. (i) If the
amount on deposit in any Principal Funding sub-Account for a tranche of
Class A Notes of a series is less than the sum of the deposits targeted
with respect to such tranche, then amounts on deposit in Principal
Funding sub-Accounts established for Class B Notes and Class C Notes for
that series will be applied to make the payment (to be made first from
the Class C Principal Funding sub-Account in that series and second from
Class B Principal Funding sub-Account in that series). If more than one
tranche of Class A Notes needs to use amounts on deposit in the Principal
Funding sub-Account of the Class B Notes and the Class C Notes, then
withdrawals will be allocated pro rata based on the Nominal Liquidation
Amount of the tranches of Class A Notes that require funding.
(ii) If the applicable amount on deposit in any Principal Funding
sub-Account for a tranche of Class B Notes of a series is less than the
sum of the deposits targeted with respect to such tranche, then amounts
on deposit in Principal Funding sub-Account established for Class C Notes
will be applied to make the payment. If more than one tranche of Class B
Notes needs to use amounts on deposit in the Principal Funding sub-
Account of the Class C Notes, then withdrawals will be allocated pro rata
based on the Nominal Liquidation Amount of the tranches of Class B Notes
that require funding.
(c) Other Funds Not Reallocated. Funds deposited into any Principal
Funding sub-Account pursuant to Section 509(b) will not be reallocated to
any other Principal Funding sub-Account.
SECTION 511. Withdrawals from Principal Funding Account. Withdrawals made
pursuant to this Section with respect to any tranche will be made from the
Principal Funding sub-Accounts established for that
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tranche only after all allocations and reallocations have been made pursuant
to Sections 508, 509 and 510, and reallocated on the same basis until such
funds are fully applied.
(a) Withdrawals for Dollar Notes. On each applicable Principal
Payment Date (or as much earlier as specified in the applicable terms
document) with respect to each tranche of Dollar Notes which has no
Derivative Agreement for principal, an amount equal to the lesser of (i)
principal due on the applicable tranche of Notes on the applicable
Principal Payment Date, and (ii) the amount on deposit in the applicable
Principal Funding sub-Account will be withdrawn from such Principal
Funding sub- Account and remitted to the applicable Paying Agent(s).
(b) Withdrawals for Notes with Performing Derivative Agreements for
Principal. On each date on which a payment is required under the
applicable Derivative Agreement (or as much earlier as specified in the
applicable terms document) with respect to any tranche of Notes which has
a Performing Derivative Agreement for principal, an amount equal to the
lesser of (i) the amount of the payment to be made under the applicable
Derivative Agreement, and (ii) the amount on deposit in the applicable
Principal Funding sub-Account will be withdrawn from such Principal
Funding sub-Account and paid to the applicable Derivative Counterparty.
The Issuer will direct the applicable Derivative Counterparty to remit
its payments under the applicable Derivative Agreement for the applicable
Paying Agent(s).
(c) Withdrawals for tranches of Foreign Currency Notes with
non-Performing Derivative Agreements for Principal. On each Principal
Payment Date with respect to a tranche of foreign currency Notes that has
a non-Performing Derivative Agreement for principal (or as much earlier
as specified in the applicable terms document), an amount equal to the
lesser of (i) the amount of Dollars necessary to be converted at the
applicable Spot Exchange Rate to pay the foreign currency principal due
on such tranche of Notes on the applicable Principal Payment Date, and
(ii) the amount on deposit in the applicable Principal Funding
sub-Account will be withdrawn from such sub-Account and converted to the
applicable foreign currency at the Spot Exchange Rate and remitted to the
applicable Paying Agent(s). Any excess Dollar amount will be retained on
deposit in the applicable Principal Funding sub-Account to be applied to
make principal payments on later Principal Payment Dates, or paid to the
Issuer when the principal amount of the applicable Note is paid in full.
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(d) Withdrawal of Prefunded Amount. If a later issuance of a tranche
of Class B Notes or Class C Notes restores the Required Subordinated
Amount of a senior class of Notes of any series, prefunding deposits made
pursuant to Section 508(c) in the Principal Funding account of a senior
class may immediately be withdrawn from the Principal Funding Account and
reinvested in the Collateral Certificate pursuant to Section 519.
(e) Payment to Issuer. Upon payment in full of any tranche of Notes,
any remaining amount on deposit in the applicable Principal Funding
sub-Account will be paid to the Issuer.
SECTION 512. Limit on Reallocations of Principal Collections Taken to
Benefit Senior Classes of Single Issuance Series. With respect to Single
Issuance Series for any Due Period, the aggregate amount of Principal
Collections reallocated pursuant to Section 502(a) will be subject to the
following limitations:
(a) With respect to any tranche of a Class A Notes of a Single
Issuance Series, the aggregate amount of:
(i) the cumulative amount of all Principal Collections that
would have been applied to pay principal of Class C Notes of that
series, but were reallocated to pay interest on Class A Notes or
Class B Notes of that series; and
(ii) the cumulative amount of all reductions from allocations
of Investor Charge-Offs to the Nominal Liquidation Amount of the
Class C Notes of that series.
may not exceed the Class A Required Subordinated Amount of Class C Notes
for that series.
(b) With respect to any tranche of Class A Notes of a Single
Issuance Series, the aggregate amount of
(i) the cumulative amount of all Principal Collections that
would have been applied to pay principal of Class B Notes of that
series, but were reallocated
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to pay interest on Class A Notes of that series; and
(ii) the cumulative amount of all reductions from allocations
of Investor Charge-Offs to the Nominal Liquidation Amount of the
Class B Notes of that series
may not exceed the Class A Required Subordinated Amount of Class B Notes
for that series.
(c) With respect to any tranche of a Class B Notes of a Single
Issuance Series, the aggregate amount of:
(i) (i) the cumulative amount of all Principal Collections that
would have been applied to pay principal of Class C Notes of that
series, but were reallocated to pay interest on Class A Notes of
that series; and
(ii) the cumulative amount of all reductions from allocations
of Investor Charge- Offs to the Nominal Liquidation Amount the Class
C Notes of that series;
may not exceed the Class B Required Subordinated Amount of Class C Notes
for that series.
SECTION 513. Limit on Reallocations of Principal Collections Taken to
Benefit Senior Classes in Multiple Issuance Series. With respect to Multiple
Issuance Series, for any Due Period, the Principal Collections reallocated
pursuant to Section 502(a) to make deposits and payments pursuant to Section
503 or 508 will be subject to the following limitations:
(a) Limit on Reallocations to a tranche of Class A Notes from Class
C Notes. The aggregate amount of Principal Collections which are applied
with respect to any Due Period pursuant to Section 502(a) to make
deposits with respect to any tranche of Class A Notes of a series which
would otherwise have been allocated to the Class C Notes of that series
pursuant to Section 503 may be made only to the extent, after giving
effect to such deposits, the sum of:
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(i) the cumulative amount of all funds reallocated pursuant to
Section 502(a) and deposited into the Interest Funding sub-Account
for such tranche of Class A Notes with respect to prior Due Periods
and such Due Period (other than reallocations which resulted in a
reduction of the Nominal Liquidation Amount of a tranche of Class B
Notes);
(ii) an amount equal to
all funds reallocated pursuant to
Section 502(a) and deposited into all funds reallocated pursuant to
the Interest Funding Sub-Account Section 502(a) and deposited into
for such tranche of Class A Notes the Interest Funding Sub-Account
of that series for prior for such tranche of Class A Notes
Due Periods and such Due Period of that series for prior
--------------------------------- x Due Periods and such Due Period
all funds allocated pursuant to (other than any reallocations
Section 502(a) and deposited into that resulted in the reduction of
the Interest Funding Sub-Account the Nominal Liquidation Amount of
for any Outstanding tranche of a tranche of Class C Notes)
Class A Notes of that series for
prior Due Periods and
such Due Period
(iii) the cumulative sum of all amounts computed as follows: on
each day while such tranche of Class A Notes is Outstanding when
there is a reduction in the Nominal Liquidation Amount of any
tranche of Class C Notes, an amount equal to:
Amount of all reductions in the
Class A Required Subordinated Nominal Liquidation Amount of
Amount of Class C Notes for this x Class C Notes of this series from
tranche of Class A Notes Investor Charge-Offs on such date
-----------------------------------
Outstanding Dollar Principal Amount
of all Class C Notes of this series
is not greater than the Class A Required Subordinated Amount of Class C
Notes for such tranche of Class A Notes.
(b) Limit on Reallocations to a tranche of Class A Notes from Class
B Notes. The aggregate amount of Principal Collections which are applied
with respect to any Due Period pursuant to Section 502(a) to make
deposits with respect to any tranche of Class A Notes of a series which
would otherwise have been allocated to the Class B Notes of
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that series pursuant to Section 503 may be made only to the extent, after
giving effect to such deposits, the sum of:
(i) the cumulative amount of all funds reallocated pursuant to
Section 502(a) and deposited into the Interest Funding sub-Account
of for such tranche of Class A Notes with respect to prior Due
Periods and such Due Period (other than reallocations which resulted
in a reduction of the Nominal Liquidation Amount of a tranche of
Class C Notes);
(ii) the cumulative sum of all amounts computed as follows: on
each day while such tranche of Class A Notes is Outstanding when
there is a reduction in the Nominal Liquidation Amount of any
tranche of Class B Notes, an amount equal to:
Amount of all reductions in the
Class A Required Subordinated Nominal Liquidation Amount of
Amount of Class B Notes for this x Class B Notes of this series from
tranche of Class A Notes Investor Charge-Offs on such date
-----------------------------------
Outstanding Dollar Principal Amount
of all Class B Notes of this series
is not greater than the Class A Required Subordinated Amount of Class B
Notes for such tranche of Class A Notes.
(c) Limit on Reallocations to a tranche of Class B Notes from Class
C Notes. The aggregate amount of Principal Collections which are applied
with respect to any Due Period pursuant to Section 502(a) to make
deposits with respect to any tranche of Class B Notes which would
otherwise have been allocated to Class C Notes pursuant to Section 503
may be made only to the extent, after giving effect to such deposits, the
sum of
(i) the cumulative amount of all funds reallocated pursuant to
Section 502(a) and deposited into the Interest Funding sub-Account
of for such tranche of Class B Notes with respect to prior Due
Periods and such Due Period;
(ii) an amount equal to
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all funds reallocated pursuant to
Section 502(a) and deposited into all funds reallocated pursuant to
the Interest Funding Sub-Account Section 502(a) and deposited into
for such tranche of Class B Notes the Interest Funding Sub-Account
of that series for prior for any Outstanding Tranche of
Due Periods and such Due Period Class A Notes of that series
--------------------------------- x for prior Due Periods and such
all funds allocated pursuant to Due Period
Section 502(a) and deposited into
the Interest Funding Sub-Account
for any Outstanding tranche of
Class B Notes of that series for
prior Due Periods and
such Due Period
(iii) the cumulative sum of all amounts computed as
follows: on each day while such tranche of Class B Notes is
Outstanding when there is a reduction in the Nominal
Liquidation Amount of any tranche of Class C Notes, an amount
equal to:
Amount of all reductions in the
Class B Required Subordinated Nominal Liquidation Amount of
Amount of Class C Notes for this x Class C Notes of this series from
tranche of Class A Notes Investor Charge-Offs on such date
-----------------------------------
Outstanding Dollar Principal Amount
of all Class C Notes of this series
is not greater than the Class B Required Subordinated Amount of Class C
Notes for such tranche of Class B Notes.
SECTION 514. Limit on Reallocations of Principal Collections Given to
Benefit Senior Classes in Multiple Issuance Series. With respect to Multiple
Issuance Series, the Principal Collections applied pursuant to Section 501 and
Section 502 to make deposits pursuant to Section 503 and Section 508 will be
allocated from each tranche of Class B Notes and Class C Notes based on the
amount of the targeted deposit for that tranche of Class B Notes or Class C
Notes as the case may be, but subject to the following limitations:
(a) The aggregate amount of Principal Collections which are
otherwise allocable to a tranche of Class B Notes which may reallocated
pursuant to Section 502(a) with respect to any Due Period may not exceed
the lesser of:
(i) the Outstanding Dollar Principal Amount of such tranche of
Class B
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Notes, less (A) the amount of reductions in the Nominal Liquidation
Amount of such tranche of Class B Notes made since the date of
issuance of any Outstanding tranche of Class A Notes of such series
with respect to prior Due Periods, plus (B) reimbursements of
reductions in the Nominal Liquidation Amount of such tranche of
Class B Notes pursuant to clauses (iv) and (v) of the definition of
Nominal Liquidation Amount; provided, however, that portions of the
Nominal Liquidation Amount attributable to any such increases may
only be reallocated only to tranches of Notes of senior classes of
such series which were issued after the date of such reimbursement,
and
(ii) the Nominal Liquidation Amount of such tranche of Class B
Notes.
(b) The aggregate amount of Principal Collections which are
otherwise allocable to a tranche of Class C Notes which may reallocated
pursuant to Section 502(a) with respect to any Due Period may not exceed
the lesser of:
(i) the Outstanding Dollar Principal Amount of such tranche of
Class C Notes, less (A) the amount of reductions in the Nominal
Liquidation Amount of such tranche of Class C Notes made since the
date of issuance of any Outstanding tranche of Class A Notes of such
series with respect to prior Due Periods, plus (B) reimbursements of
reductions in the Nominal Liquidation Amount of such tranche of
Class C Notes pursuant to clauses (iv) and (v) of the definition of
Nominal Liquidation Amount; provided, however, that portions of the
Nominal Liquidation Amount attributable to any such increases may
only be reallocated only to tranches of Notes of senior classes of
such series which were issued after the date of such reimbursement,
and
(ii) the Nominal Liquidation Amount of such tranche of Class C
Notes.
SECTION 515. Limit on Repayments of Subordinated Classes of Single
Issuance Series. Subject to Sections 508(c) and 518(b), with respect to Single
Issuance Series,
(a) no payment of principal will be made on any Class B Note (and no
Class B Note will be canceled pursuant to Section 603) unless,
immediately before giving effect to such payment (or cancelation), no
Class A Notes of such series are Outstanding,
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except to the extent that reductions in the Nominal Liquidation Amount of
Class B Notes of that series have been reimbursed pursuant to clause
(b)(v) of the definition of "Nominal Liquidation Amount", and
(b) no payment of principal will be made on any Class C Note (and no
Class C Note will be canceled pursuant to Section 603) unless,
immediately before giving effect to such payment (or cancelation), no
Class A Notes or Class B Notes of such series are Outstanding, except to
the extent that reductions in the Nominal Liquidation Amount of Class C
Notes of that series have been reimbursed pursuant to clause (b)(v) of
the definition of "Nominal Liquidation Amount".
SECTION 516. Limit on Repayments of Subordinated Classes of Multiple
Issuance Series. With respect to Multiple Issuance Series, and subject to
Section 508(c) and Section 518(b), no payments of principal of Notes of any
subordinated class of a series (or cancellations of Notes of a subordinated
class of a series pursuant to Section 603) may be made unless the following
conditions are satisfied:
(a) no payment of principal will be made on any Class B Note (and no
Class B Note will be canceled pursuant to Section 603) unless, following
such payment (or cancelation), the available subordinated amount of Class
B Notes is at least equal to the Required Subordinated Amount of Class B
Notes for the Outstanding Class A Notes. For this purpose, the available
subordinated amount of Class B Notes is equal to the sum of:
(i) the aggregate amount of all Nominal Liquidation Amounts of
all other Class B Notes of that series which are Outstanding after
giving effect to the repayment (or cancelation) of such tranche of
Class B Notes (and all other Class B Notes which are to be repaid
(or canceled) with respect to such Due Period),
plus
(ii) the cumulative amount of all funds reallocated to pay
interest on Outstanding tranches of Class A Notes with respect to
prior Due Periods and the current Due Period (other than
reallocations which resulted in the reduction of the Nominal
Liquidation Amount of tranches of Class C Notes, or the Nominal
Liquidation Amount of tranches of Class B Notes which are no longer
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Outstanding).
(b) no payment of principal will be made on any Class C Note (and no
Class C Note will be canceled pursuant to Section 603) unless, following
such payment (or cancelation), the available subordinated amount of Class
C Notes is at least equal to the Required Subordinated Amount of Class C
Notes for the Outstanding Class A Notes. For this purpose, the available
subordinated amount of Class C Notes is equal to the sum of:
(i) the aggregate amount of all Nominal Liquidation Amounts of
all other Class C Notes of that series which are Outstanding after
giving effect to the repayment (or cancelation) of such tranche of
Class C Notes (and all other Class C Notes which are to be repaid
(or canceled) with respect to such Due Period),
plus
(ii) the cumulative amount of all funds reallocated to pay
interest on Outstanding tranches of Class A Notes with respect to
prior Due Periods and the current Due Period (other than
reallocations which resulted in the reduction of the Nominal
Liquidation Amount of tranches of Class B Notes, or the Nominal
Liquidation Amount of tranches of Class C Notes which are no longer
Outstanding);
plus
(iii) the cumulative amount of all funds reallocated to pay
interest on Outstanding Class B Notes of that Series since that
tranche of Class C Notes was issued and for the current Due Period
(other than reallocations which resulted in the reduction of the
Nominal Liquidation Amount of tranches of Class C Notes which are no
longer Outstanding).
(c) no payment of principal will be made on any Class C Note (and no
Class C Note will be canceled pursuant to Section 603) unless, following
such payment (or cancelation), the available subordinated amount of Class
C Notes is at least equal to the Required Subordinated Amount of Class C
Notes for the Outstanding Class B Notes. For this purpose, the available
subordinated amount of Class C Notes is equal to the sum of:
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(i) the aggregate amount of all Nominal Liquidation Amounts of
all other Class C Notes of that series which are Outstanding after
giving effect to the repayment (or cancelation) of such tranche of
Class C Notes (and all other Class C Notes which are to be repaid
(or canceled) with respect to such Due Period),
plus
(ii) the cumulative amount of all funds reallocated to pay
interest on Outstanding tranches of Class A Notes with respect to
prior Due Periods and the current Due Period (other than
reallocations which resulted in the reduction of the Nominal
Liquidation Amount of tranches of Class C Notes which are no longer
Outstanding);
plus
(iii) the cumulative amount of all funds reallocated to pay
interest on Outstanding Class B Notes of that Series since that
tranche of Class C Notes was issued and for the current Due Period
(other than reallocations which resulted in the reduction of the
Nominal Liquidation Amount of tranches of Class B Notes, or the
Nominal Liquidation Amount of tranches of Class C Notes which are no
longer Outstanding).
SECTION 517. Targeted Deposits to the Class C Reserve Account. (a) The
aggregate deposit targeted to be made to the Class C Reserve Account with
respect to each Due Period is an amount equal to the sum of Class C Reserve
Account deposits targeted to be made for each tranche of Class C Notes. The
amount of any such deposit and the circumstances that require such a deposit
to be made will be set forth in the terms document for such tranche of Class C
Notes. Unless another time is specified for making such deposits in the terms
document for tranche of Class C Notes, these deposits will be made on each
applicable Monthly Interest Date.
(b) If the aggregate amount available to be deposited into the Class C
Reserve Account with respect to any Due Period is less than the sum of the
deposits targeted by each tranche of Class C Notes for that Due Period, then
the aggregate deposit will be allocated to each series pro rata based on the
amounts of the targeted deposits for that Due Period, plus any targeted
deposits from earlier Due Periods that were not made.
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SECTION 518. Withdrawals from the Class C Reserve Account. Withdrawals
made pursuant to this Section with respect to any tranche will be made from
the Class C Reserve sub- Accounts established for that tranche of Class C
Notes only after all allocations and reallocations have been made pursuant to
Sections 501, 502, 503, 505, 508 and 510.
(a) Interest; Payments with Respect to Derivative Agreements for
Interest, Accretion on Discount Notes. If the amount on deposit in the
Interest Funding sub- Account for any tranche of Class C Notes is
insufficient to pay in full the amounts for which withdrawals are made
under Section 507(a), (b), (c), (d) or (e), on each date specified in
such Section, an amount equal to the lesser of (i) such deficiency, and
(ii) the amount on deposit in the applicable Class C Reserve sub-Account
will be withdrawn from such Class C Reserve sub-Account and applied to
such deficiency.
(b) Principal; Payments with Respect to Derivative Agreements for
Principal. If the amount on deposit in the Principal Funding sub-Account
for any tranche of Class C Notes is insufficient to pay in full the
amounts for which withdrawals are made under Section 511(a), (b), (c) or
(d), on the Legal Maturity Date for such tranche of Notes, an amount
equal to the least of (i) such deficiency, and (ii) the amount on deposit
in the applicable Class C Reserve sub-Account, and (iii) the amount by
which the Nominal Liquidation Amount of such tranche of Class C Notes is
less than the Adjusted Outstanding Dollar Principal Amount of such
tranche of Class C Notes will be withdrawn from such Class C Reserve
sub-Account and applied to such deficiency.
(c) Payment to Issuer. Upon payment in full of any tranche of Class
C Notes, any amount on deposit in the applicable Class C Reserve
sub-Account will be paid to the Issuer.
SECTION 519. Reinvestment in the Collateral Certificate. (a) The amount
of accreted interest on a Discount Note pursuant to Section 503(g) is required
to be reinvested in the Collateral Certificate.
(b) If the Principal Funding sub-Account of a tranche of Notes is
prefunded pursuant to Section 508(c) and such prefunded amount is released,
then the equivalent of such amount is required to be reinvested.
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(c) If the aggregate Adjusted Outstanding Dollar Principal Amount of all
tranches of Notes as of the last day of any Due Period (after giving effect to
any deposit, reallocation or payment pursuant to Sections 502(a) with respect
to such Due Period) exceeds the Invested Amount of the Collateral Certificate
on that date, the amount of Finance Charge Collections targeted to be
reinvested in the Collateral Certificate pursuant to Section 501(d) is equal
to the amount of that excess.
SECTION 520. Final Payment. If the Nominal Liquidation Amount of a
tranche of Notes is zero on its Legal Maturity Date (after giving effect to
all deposits, allocations, payments and sales of credit card receivables to be
made on that day), then the Holders of such tranche of Notes will have no
further right or claim, and the Issuer will have no further obligation or
liability, with respect to such Notes.
SECTION 521. Timing of Deposits. So long as the Master Trust is permitted
to make payments to the Issuer under Section 4.02(a) and Section 4.02(b) of
the Series [ ]-00 Supplement on the applicable Interest Deposit Date or
Principal Deposit Date (rather than on thelast day of the applicable Due
Period), the amounts received by the Issuer pursuant to Section 4.02(a) and
Section 4.02(b) of the Series [ ]-00 Supplement will be allocated to and
deposited into each applicable sub-Accounts on the applicable Interest Deposit
Date or Principal Deposit Date. Otherwise, the funds received by the Issuer
pursuant to Section 4.02(a) and Section 4.02(b) of the Series [ ]-00
Supplement will be allocated to and deposited into each applicable sub-Account
on the last day of the applicable Due Period, or as soon thereafter as
practicable.
SECTION 522. Sale of Credit Card Receivables on Legal Maturity Date. If
the Nominal Liquidation Amount with respect to any tranche of Notes is greater
than zero on its Legal Maturity Date (after giving effect to deposits and
distributions otherwise to be made on such Legal Maturity Date), the Issuer
will cause the Master Trust to sell on such Legal Maturity Date Principal
Receivables under the Master Trust and the related Finance Charge Receivables
(or interests therein) in an amount equal to 110% of the Nominal Liquidation
Amount of such tranche of Notes on such Legal Maturity Date (after giving
effect to such deposits and distributions), but in no case will such amount of
Principal Receivables and Finance Charge Receivables exceed the following
amount:
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<TABLE>
<S> <C> <C>
the Nominal Liquidation Amount
of the tranche of Notes that has
reached its Legal Maturity Date as Series Adjusted Invested the amount of Receivables
of the last Due Period before x Amount(as defined in the Series x (as defined in the Series [ ]
budgeted deposits to its Principal [ ] Supplement) of the Collateral Supplement) in the Master
Funding sub-Account began Certificate Trust
pursuant to Section 508(b)(ii)(C)
----------------------------------
The Series Adjusted Invested
Amount as defined in the Series [
]-00 Supplement
</TABLE>
Such proceeds from such sale will be immediately deposited into the Principal
Funding sub-Account for such tranche.
SECTION 523. Netting of Deposits and Payments. The Issuer, in its sole
discretion, may make all deposits to Interest Funding sub-Accounts and
Principal Funding sub-Accounts pursuant to Sections 503 and 507 with respect
to any Due Period net of, and after giving effect to, (a) all reallocations to
be made pursuant to Sections 502(a), (b) all payments to be made to Derivative
Counterparties pursuant to Sections 507 and 511, and (c) all reinvestments in
the Collateral Certificate to be made pursuant to Sections 519.
SECTION 524. Pro Rata Payments within a Tranche. All payments of
principal, interest or other amounts to Holders of the Notes of a single
tranche will be made pro rata based on the stated principal amount of their
Notes.
ARTICLE VI
Satisfaction and Discharge; Cancelation of Notes
Held by the Issuer or the Banks
SECTION 601. Satisfaction and Discharge of Indenture. This Indenture will
cease to be of further effect with respect to any series, class or tranche of
Notes (except as to any surviving rights of transfer or exchange of Notes of
such series, class or tranche expressly provided for herein or in the form of
Note for such series, class or tranche), and the Trustee, on demand of and at
the expense of the Issuer, will execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, class or
tranche, when:
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(a) all Notes of that series, class or tranche theretofore
authenticated and delivered (other than (A) Notes of such series, class
or tranche which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306, and (B) Notes of such
series, class or tranche for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and
thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 1103) have been delivered to the Trustee canceled or
for cancelation;
(b) the Issuer has paid or caused to be paid all other sums payable
hereunder (including payments to the Trustee pursuant to SECTION 807) by
the Issuer with respect to the Notes of such series, class or tranche;
and
(c) the Issuer has delivered to the Trustee an Issuer's Certificate
and an Opinion of Counsel each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture with respect to the Notes of such series, class or tranche have
been complied with.
Notwithstanding the satisfaction and discharge of this Indenture with respect
to any series, class or tranche of Notes, the obligations of the Issuer to the
Trustee with respect to that series, class or tranche under Section 807 will
survive and the obligations of the Trustee under Sections 602 and 1103 will
survive.
SECTION 602. Application of Trust Money. All money and obligations
deposited with the Trustee pursuant to Section 601 or Section 603 and all
money received by the Trustee in respect of such obligations will be held in
trust and applied by it, in accordance with the provisions of the series,
class or tranche of Notes in respect of which it was deposited and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest for
whose payment such money and obligations have been deposited with or received
by the Trustee; but such money and obligations need not be segregated from
other funds except to the extent required by law.
SECTION 603. Cancelation of Notes Held by the Issuer or the Banks. If the
Issuer, the Banks or any of their Affiliates holds any Notes, such Holder may,
subject to Section 515 and 516, by notice from such Holder to the Trustee
cause such Note to be canceled, whereupon
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(a) such Note will no longer be Outstanding, and (b) the Issuer will cause the
Invested Amount of the Collateral Certificate to be reduced by an amount equal
to the Nominal Liquidation Amount of such Notes.
ARTICLE VII
Remedies
SECTION 701. Events of Default. "Event of Default", wherever used herein,
means with respect to any series, class or tranche of Notes any one of the
following events (whatever the reason for such Event of Default and whether it
will be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless such event is
either inapplicable to a particular series, class or tranche or it is
specifically deleted or modified in the applicable terms document creating
such series, class or tranche of Notes or in the form of Note for such series,
class or tranche:
(a) default in the payment of any interest upon any Note of that
series, class or tranche when it becomes due and payable, and continuance
of such default for a period of five Business Days;
(b) default in the payment of the principal of any Note of that
series, class or tranche at its Legal Maturity Date;
(c) default in the performance, or breach, of any covenant or
warranty of the Issuer in this Indenture in respect of the Notes of such
series, class or tranche (other than a covenant or warranty in respect of
the Notes of such series, class or tranche a default in the performance
of which or the breach of which is elsewhere in this SECTION specifically
dealt with), all of such covenants and warranties in the Indenture which
are not expressly stated to be for the benefit of a particular series,
class or tranches of Notes being deemed to be in respect of the Notes of
all series, classes or tranche for this purpose, and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Issuer by the Trustee or to the
Issuer and the Trustee by the Holders of at least 10% in Outstanding
Dollar Principal Amount of the
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Outstanding Notes of such series, class or tranche, a written notice
specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder;
(d) the Issuer becomes an investment company within the meaning of
the Investment Company Act;
(e) the entry of an order for relief against the Issuer under the
Federal Bankruptcy Code by a court having jurisdiction in the premises or
a decree or order by a court having jurisdiction in the premises
adjudging the Issuer a bankrupt or insolvent under any other applicable
Federal or State law, or the entry of a decree or order approving as
properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Issuer under the Federal
Bankruptcy Code or any other applicable Federal or State law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Issuer or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days;
(f) the consent by the Issuer to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under the Federal
Bankruptcy Code or any other applicable Federal or State law, or the
consent by it to the filing of any such petition or to the appointment of
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Issuer or of any substantial part of its property, or
the making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by the Issuer in
furtherance of any such action; or
(g) any other Event of Default provided in the supplemental
indenture under which such series, class or tranche of Notes is issued or
in the form of Note for such series, class or tranche.
SECTION 702. Acceleration of Maturity; Rescission and Annulment. (a) If
an Event of Default described in paragraph (a), (b), (c) or (g) (if the Event
of Default under paragraph (c) or (g) is with respect to less than all series,
classes or tranches of Notes then Outstanding) of
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Section 701 occurs and is continuing with respect to any series, class or
tranche, then and in each and every such case, unless the principal of all the
Notes of such series, class or tranche will have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
Outstanding Dollar Principal Amount of the Notes of such series, class or
tranche then Outstanding hereunder (each such series, class or tranche acting
as a separate class), by notice in writing to the Issuer (and to the Trustee
if given by Holders), may declare the Outstanding principal amount of all the
Notes of such series, class or tranche then Outstanding and all accrued or
accreted and unpaid interest (if any) thereon to be due and payable
immediately, and upon any such declaration the same will become and will be
immediately due and payable, anything in this Indenture or in the Notes of
such series, class or tranche contained to the contrary notwithstanding.
(b) If an Event of Default described in paragraph (c) or (g) (if the
Event of Default under paragraph (c) or (g) is with respect to all series,
classes or tranches of Notes then Outstanding) of Section 701 occurs and is
continuing, then and in each and every such case, unless the principal of all
the Notes will have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate Outstanding Dollar Principal Amount
of all the Notes then Outstanding hereunder (treated as one class), by notice
in writing to the Issuer (and to the Trustee if given by Holders), may declare
the Outstanding Dollar Principal Amount of all the Notes then Outstanding and
all accrued or accreted and unpaid interest (if any) thereon to be due and
payable immediately, and upon any such declaration the same will become and
will be immediately due and payable, anything in this Indenture or in the
Notes contained to the contrary notwithstanding.
(c) If an Event of Default described in paragraph (e) or (f) of Section
701 occurs and is continuing, then the Notes will automatically be and become
immediately due and payable by the Issuer, without notice, or demand to any
Person and the Issuer will automatically and immediately be obligated to pay
off the Notes.
At any time after such a declaration of acceleration has been made with
respect to the Notes of any series, class or tranche and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in Outstanding
Dollar Principal Amount of the Outstanding Notes of such series, classes or
tranche, by written notice to the Issuer and the Trustee, may rescind and
annul such declaration and its consequences if:
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(a) the Issuer has paid or deposited with the Trustee a sum
sufficient to pay
(i) all overdue installments of interest on the Notes of such
series, classes or tranches,
(ii) the principal of any Notes of such series, classes or
tranche which have become due otherwise than by such declaration of
acceleration, and interest thereon at the rate or rates prescribed
therefor by the terms of the Notes of such series, classes or
tranche, to the extent that payment of such interest is lawful,
(iii) interest upon overdue installments of interest at the
rate or rates prescribed therefor by the terms of the Notes of such
series, classes or tranches to the extent that payment of such
interest is lawful, and
(iv) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and all other amounts due the
Trustee under Section 807;
and
(b) all Events of Default with respect to such series, classes or
tranches of Notes, other than the nonpayment of the principal of the
Notes of such series, classes or tranches which have become due solely by
such acceleration, have been cured or waived as provided in Section 718.
No such rescission will affect any subsequent default or impair any right
consequent thereon.
SECTION 703. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Issuer covenants that if:
(a) the Issuer defaults in the payment of any installment of
interest on any series, class or tranche of Note when such interest
becomes due and payable, or
(b) the Issuer defaults in the payment of the principal of any
series, class or tranche of Note at the Legal Maturity Date thereof, or
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(c) with respect to any series, class or tranche that benefits from
a Derivative Agreement to which the Issuer is a party, the Issuer
defaults in any of its obligations under the applicable Derivative
Agreement,
and any such default continues for any period of grace provided with respect
to such series, class or tranche of Notes, the Issuer will, upon demand of the
Trustee, pay to it, for the benefit of the Holder of any such Note the whole
amount then due and payable on any such Note for principal and interest
(subject to Article V and Section 708), with interest, to the extent that
payment of such interest will be legally enforceable, upon the overdue
principal and upon overdue installments of interest, at such rate or rates as
may be prescribed therefor by the terms of any such Note; and, in addition
thereto, such further amount as will be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all
other amounts due the Trustee under Section 807.
If the Issuer fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the
same against the Issuer or any other obligor upon the Notes of such series,
class or tranche and collect the money adjudged or decreed to be payable in
the manner provided by law out of the Collateral or any other obligor upon
such Notes, wherever situated.
SECTION 704. Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Issuer or any other obligor upon the Notes or the property of the Issuer
or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Notes will then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Trustee will have made any demand on the Issuer for the payment of overdue
principal or interest) will be entitled and empowered, by intervention in such
proceedings or otherwise,
(i) to file and prove a claim for the whole amount of principal and
interest owing and unpaid in respect of the Notes and to file such other
papers or documents as may be necessary and advisable in order to have
the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee,
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its agents and counsel and all other amounts due the Trustee under
Section 807) and of the Noteholders allowed in such judicial proceeding,
and
(ii) to collect and receive any funds or other property payable or
deliverable on any such claims and to distribute the same;
and any receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
Noteholder to make such payment to the Trustee and in the event that the
Trustee will consent to the making of such payments directly to the
Noteholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 807.
Nothing herein contained will be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Noteholder any
plan or reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Noteholder in any such proceeding.
SECTION 705. Trustee May Enforce Claims Without Possession of Notes. All
rights of action and claims under this Indenture or the Notes of any series,
class or tranche may be prosecuted and enforced by the Trustee without the
possession of any of the Notes of such series, class or tranche or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee will be brought in its own name as trustee of an
express trust, and any recovery of judgment will, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agent and counsel, be for the ratable benefit of the
Holders of the Notes of the series, class or tranche in respect of which such
judgment has been recovered.
SECTION 706. Application of Money Collected. Any money or other property
collected by the Trustee with respect to a series, class or tranche of Notes
pursuant to this Article will be applied in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money
on account of principal or interest, upon presentation of the Notes of such
series, class or tranche and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:
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(a) first, to the payment of all amounts due the Trustee under
Section 807.
(b) second, to the payment of the amounts then due and unpaid upon
the Notes of that series, class or tranche for principal and interest, in
respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind (but
subject to the allocation provided in Article V), according to the
amounts due and payable on such Notes for principal and interest,
respectively.
SECTION 707. Trustee May Elect to Hold the Collateral Certificate.
Following an acceleration of any class of Notes, the Trustee may elect to
continue to hold the Collateral Certificate and apply distributions on the
Collateral Certificate in accordance with the regular distribution provisions
pursuant to Article V of this Indenture, except that principal will be paid on
the accelerated class of Notes to the extent funds are received from the
Master Trust and allocated to the accelerated class, and payment is permitted
by the subordination provisions of the accelerated class.
SECTION 708. Sale of Credit Card Receivables for Accelerated Class C
Notes. (a) In the case of an accelerated tranche of Class C Notes, the Trustee
may, and at the direction of the majority of the Holders of such tranche,
cause the Master Trust to sell Principal Receivables under the Master Trust
and the related Finance Charge Receivables (or interests therein) in an amount
equal to 110% of the Nominal Liquidation Amount of the accelerated tranche,
but in no case will such amount of Principal Receivables and Finance Charge
Receivables exceed the following amount:
<TABLE>
<S> <C> <C>
the Nominal Liquidation Amount Series Adjusted Invested the amount of Receivables
of the accelerated tranche of Class Amount(as defined in the Series (as defined in the Series [ ]
C Notes as of the end of the last x [ ] Supplement) of the Collateral x Supplement) in the Master
Due Period before acceleration Certificate Trust
-----------------------------------
The Series Adjusted Invested
amount as defined in the Series [
]-00 Supplement
</TABLE>
(b) Such a sale will be permitted only if at least one of the
following conditions is met:
(i) 90% of the Holders of the accelerated tranche of Notes
consent; or
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(ii) the proceeds of the sale would be sufficient to pay all
Outstanding amounts due on the accelerated tranche of Notes; or
(iii) the Trustee determines that the Finance Charge
Collections and Principal Collections allocable to the accelerated
tranche of Notes, payments to be received from any applicable
Derivative Agreement and amounts on deposit in the applicable sub-
Accounts will likely not be sufficient to make payments on the
accelerated tranche of Notes when due and 66-2/3% of the Holders of
the accelerated tranche of Notes consent to the sale.
(c) If the net proceeds of the sale of receivables would be less than the
remaining available subordinated amount which such accelerated tranche of
Notes provides to Outstanding senior classes of Notes of that series, the sale
will be delayed and a partial accumulation of Principal Collections in the
Principal Funding Account for the senior classes of Notes will occur. The sale
of receivables will not occur until the proceeds from the sale will be
sufficient to provide the Required Subordinated Amount of senior classes of
Notes for the Outstanding Dollar Principal Amount of senior classes of Notes
which are not covered by cash on deposit in the Principal Funding Account.
(d) When the sale of receivables occurs, the proceeds will be retained in
the Class C Principal Funding Account to the extent and for so long as they
are required to provide the Required Subordinated Amount for the Outstanding
senior classes of Notes. Accumulation of Principal Collections in the
Principal Funding Account for the senior classes of Notes will begin and will
continue as long as necessary to permit funds in the Principal Funding Account
to be released to the Holders of such accelerated tranche of Notes.
SECTION 709. Noteholders Have the Right to Direct the Time, Method and
Place of Conducting Any Proceeding for Any Remedy Available to the Trustee.
The Holders of a majority in aggregate Outstanding Dollar Principal Amount of
any accelerated class of Notes have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee. This right may be
exercised only if the direction provided by the Noteholders does not conflict
with applicable law or this Indenture or have a substantial likelihood of
involving the Trustee in personal liability.
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SECTION 710. Limitation on Suits. No Holder of any Note of any series,
class or tranche will have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:
(a) such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to Notes of such series,
class or tranche;
(b) the Holders of not less than 25% in Outstanding Dollar Principal
Amount of the Outstanding Notes of such series, class or tranche will
have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;
(c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;
(d) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and
(e) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a
majority in Outstanding Dollar Principal Amount of the Outstanding Notes
of such series, class or tranche;
it being understood and intended that no one or more Holders of Notes of such
series, class or tranche will have any right in any manner whatever by virtue
of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of Notes of such series, class or
tranche, or to obtain or to seek to obtain priority or preference over any
other such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and proportionate benefit of all the
Holders of all Notes of such series, class or tranche.
SECTION 711. Unconditional Right of Noteholders to Receive Principal and
Interest; Limited Recourse. Notwithstanding any other provisions in this
Indenture, the Holder of any
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Note will have the right, which is absolute and unconditional, to receive
payment of the principal of and interest on such Note on the respective Legal
Maturity Dates expressed in such Note and to institute suit for the
enforcement of any such payment, and such right will not be impaired without
the consent of such Holder; provided, however, that notwithstanding any other
provision of this Indenture to the contrary, the obligation to pay principal
of or interest on the Notes or any other amount payable to any Noteholder will
be without recourse to the Issuer (except as aforesaid), the Banks, the
Trustee or any affiliate, officer, employee or director of any of them, and
the obligation to pay principal of or interest on the Notes or any other
amount payable to any Noteholder will be subject to Article V and Section 708.
SECTION 712. Restoration of Rights and Remedies. If the Trustee or any
Noteholder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, then and in every such case the Issuer, the Trustee and the
Noteholders will, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Noteholders will continue as
though no such proceeding had been instituted.
SECTION 713. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Trustee or to the Noteholders is intended to
be exclusive of any other right or remedy, and every right and remedy will, to
the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, will not prevent the concurrent assertion or
employment of any other appropriate right or remedy.
SECTION 714. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default will impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right
and remedy given by this Article or by law to the Trustee or to the
Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Noteholders, as the case may be.
SECTION 715. Control by Noteholders. The Holders of a majority in
Outstanding Dollar Principal Amount of the Outstanding Notes of any series,
class or tranche will have the
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right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Notes of such series, class or tranche,
provided that:
(a) the Trustee will have the right to decline to follow any such
direction if the Trustee, being advised by counsel, determines that the
action so directed may not lawfully be taken or would conflict with this
Indenture or if the Trustee in good faith will, by a Responsible Officer,
determine that the proceedings so directed would involve it in personal
liability or be unjustly prejudicial to the Holders not taking part in
such direction, and
(b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.
SECTION 716. Waiver of Past Defaults. The Holders of not less than a
majority in Outstanding Dollar Principal Amount of the Outstanding Notes of
any series, class or tranche may on behalf of the Holders of all the Notes of
such series, class or tranche waive any past default hereunder with respect to
such series, class or tranche and its consequences, except a default not
theretofore cured:
(a) in the payment of the principal of or interest on any Note of
such series, class or tranche, or
(b) in respect of a covenant or provision hereof which under Article
X cannot be modified or amended without the consent of the Holder of each
Outstanding Note of such series, class or tranche.
Upon any such waiver, such default will cease to exist, and any Event of
Default arising therefrom will be deemed to have been cured, for every purpose
of this Indenture; but no such waiver will extend to any subsequent or other
default or impair any right consequent thereon.
SECTION 717. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by his acceptance thereof will be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the
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filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section will
not apply to any suit instituted by the Trustee, to any suit instituted by any
Noteholder, or group of Noteholders, holding in the aggregate more than 10% in
Outstanding Dollar Principal Amount of the Outstanding Notes of any series,
class or tranche to which the suit relates, or to any suit instituted by any
Noteholder for the enforcement of the payment of the principal of or interest
on any Note on or after the respective Legal Maturity Dates expressed in such
Note.
SECTION 718. Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted
to the Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.
ARTICLE VIII
The Trustee
SECTION 801. Certain Duties and Responsibilities. (a) Except during the
continuance of an Event of Default with respect to any series, class or
tranche of Notes,
(i) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture with respect to
the Notes of such series, classes or tranche, and no implied covenants or
obligations will be read into this Indenture against the Trustee; and
(ii) in the absence of bad faith on its part, the Trustee may, with
respect to Notes of such series, classes or tranche, conclusively rely,
as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished
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to the Trustee and conforming to the requirements of this Indenture; but
in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the
Trustee will be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture.
(b) In case an Event of Default with respect to any series, class or
tranche of Notes has occurred and is continuing, the Trustee will exercise
with respect to the Notes of such series, class or tranche such of the rights
and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a fiduciary would exercise or use under the
circumstances in the conduct of such person's own affairs.
(c) No provision of this Indenture will be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:
(i) this Subsection will not be construed to limit the effect of
Subsection (a) of this Section;
(ii) the Trustee will not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it will be proved that the
Trustee was negligent in ascertaining the pertinent facts;
(iii) the Trustee will not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in Outstanding Dollar Principal
Amount of the Outstanding Notes of any series, class or tranche relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture with respect to the Notes of such
series, class or tranche;
(iv) no provision of this Indenture will require the Trustee to
expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it will have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it; and
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(v) neither any Trustee nor the Banks, nor any other beneficiary of
the Issuer nor any of their respective officers, directors, employers or
agents will have any liability with respect to this Indenture, and
recourse may be had solely to the collateral pledged to secure the Notes
Issued by Citibank Credit Card Issuance Trust.
(d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee will be subject to the provisions of this Section.
SECTION 802. Notice of Defaults. Within 90 days after the occurrence of
any default hereunder with respect to Notes of any series, class or tranche,
the Trustee will transmit by mail to all Noteholders of such series, class or
tranche, as their names and addresses appear in the Note Register, notice of
such default hereunder known to the Trustee, unless such default will have
been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of or interest on any Note of such series,
class or tranche, the Trustee will be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interests of the
Noteholders of such series, class or tranche; and provided, further, that in
the case of any default of the character specified in Section 701(c) with
respect to Notes of such series, class or tranche no such notice to
Noteholders of such series, class or tranche will be given until at least 90
days after the occurrence thereof. For the purpose of this Section, the term
"default", with respect to Notes of any series, class or tranche, means any
event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Notes of such series, class or tranche.
SECTION 803. Certain Rights of Trustee. Except as otherwise provided in
Section 801:
(a) the Trustee may rely and will be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(b) any request or direction of the Issuer mentioned herein will be
sufficiently evidenced by an Issuer Request or Issuer Order;
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(c) whenever in the administration of this Indenture the Trustee will
deem it desirable that a matter be proved or established before taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Issuer's Certificate;
(d) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel will be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;
(e) the Trustee will be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Noteholders pursuant to this Indenture, unless such Noteholders will have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;
(f) the Trustee will not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture
or other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee will determine to make such further inquiry or
investigation, it will be entitled to examine the books, records and premises
of the Issuer, personally or by agent or attorney;
(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee will not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and
(h) the Trustee will not be responsible for filing any financing
statements or continuation statements in connection with the Notes.
SECTION 804. Not Responsible for Recitals or Issuance of Notes. The
recitals contained herein and in the Notes, except the certificates of
authentication, will be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee will not be accountable for the use or application by the
Issuer of Notes or
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the proceeds thereof.
SECTION 805. May Hold Notes. The Trustee, any Paying Agent, the Note
Registrar or any other agent of the Issuer, in its individual or any other
capacity, may become the owner or pledgee of Notes and, subject to Sections
808 and 813, may otherwise deal with the Issuer with the same rights it would
have if it were not Trustee, Paying Agent, Note Registrar or such other agent.
SECTION 806. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent
required by law. The Trustee will be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Issuer.
SECTION 807. Compensation and Reimbursement, Limit on Compensation,
Reimbursement and Indemnity. (a) The Issuer agrees, with funds available
pursuant to Section 501(a),
(i) to pay to the Trustee from time to time reasonable compensation
for all services rendered by it hereunder (which compensation will not be
limited by any provision of law in regard to the compensation of a
trustee of an express trust);
(ii) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith; and
(iii) to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of
defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.
As security for the performance of the obligations of the Issuer under this
Section the Issuers and
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the Noteholders agree that the Trustee will have a lien prior to the Notes
upon all property and funds held or collected by the Trustee as such pursuant
to Section 501 or 502, except funds held in the Principal Funding Account, the
Interest Funding Account or the Class C Reserve Account.
(b) The aggregate amount that the Issuer will be liable for with respect
to any of the amounts payable to or for the benefit of the Trustee pursuant to
this Section or Section 717 or otherwise will in no event be greater than
$____________ per month. The Trustee will have no recourse to any asset of the
Issuer other than funds available pursuant to Section 501(a) or to any Person
other than the Issuer.
(c) This Section will survive the termination of this Indenture and the
resignation or replacement of the Trustee under Section 810.
SECTION 808. Disqualification; Conflicting Interests. If the Trustee has
or will acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee will, if so required by the Trust Indenture Act,
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and
this Indenture. Nothing herein will prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.
SECTION 809. Corporate Trustee Required; Eligibility. There will at all
times be a Trustee hereunder with respect to each series, class or tranche of
Notes, which will be a corporation organized and doing business under the laws
of the United States of America or of any State, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, and subject to supervision or examination by Federal or
State authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation will be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Issuer may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Issuer, serve as
Trustee. If at any time the Trustee with respect to any series, class or
tranche of Notes will cease to be eligible in accordance with the provisions
of this Section, it will resign immediately in the manner and with the effect
hereinafter specified in this Article.
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SECTION 810. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article will become effective until the acceptance of
appointment by the successor Trustee under Section 811.
(b) The Trustee may resign with respect to any series, class or tranche
of Notes at any time by giving written notice thereof to the Issuer. If an
instrument of acceptance by a successor Trustee will not have been delivered
to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.
(c) The Trustee may be removed with respect to any series, class or
tranche of Notes at any time by Act of the Holders of a majority in
Outstanding Dollar Principal Amount of the Outstanding Notes of that series,
class or tranche, delivered to the Trustee and to the Issuer.
(d) If at any time:
(i) the Trustee will fail to comply with Section 310(b) of the Trust
Indenture Act with respect to any series, class or tranche of Notes after
written request therefor by the Issuer or by any Noteholder who has been
a bona fide Holder of a Note of that series, class or tranche for at
least 6 months, or
(ii) the Trustee will cease to be eligible under Section 809 with
respect to any series, class or tranche of Notes and will fail to resign
after written request therefor by the Issuer or by any such Noteholder,
or
(iii) the Trustee will become incapable of acting with respect to
any series, class or tranche of Notes, or
(iv) the Trustee will be adjudged a bankrupt or insolvent or a
receiver of the Trustee or of its property will be appointed or any
public officer will take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,
then, in any such case, (A) the Issuer may remove the Trustee, with respect to
the series, class or
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tranche, or in the case of clause (iv), with respect to all series, classes or
tranche, or (B) subject to Section 717, any Noteholder who has been a bona
fide Holder of a Note of such series, class or tranche for at least 6 months
may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee with respect to the series, class or
tranche, or, in the case of clause (iv), with respect to all series, classes
or tranche.
(e) If the Trustee will resign, be removed or become incapable of acting
with respect to any series, class or tranche of Notes, or if a vacancy will
occur in the office of the Trustee with respect to any series, class or
tranche of Notes for any cause, the Issuer will promptly appoint a successor
Trustee for that series, class or tranche of Notes. If, within one year after
such resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to such series, class or tranche of Notes will
be appointed by Act of the Holders of a majority in Outstanding Dollar
Principal Amount of the Outstanding Notes of such series, class or tranche
delivered to the Issuer and the retiring Trustee, the successor Trustee so
appointed will, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to such series, class or tranche and supersede
the successor Trustee appointed by the Issuer with respect to such series,
class or tranche. If no successor Trustee with respect to such series, class
or tranche will have been so appointed by the Issuer or the Noteholders of
such series, class or tranche and accepted appointment in the manner
hereinafter provided, any Noteholder who has been a bona fide Holder of a Note
of that series, class or tranche for at least 6 months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series, class or tranche.
(f) The Issuer will give notice of each resignation and each removal of
the Trustee with respect to any series, class or tranche and each appointment
of a successor Trustee with respect to any series, class or tranche by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Notes of that series, class or tranche as their names and addresses
appear in the Note Register. Each notice will include the name of the
successor Trustee and the address of its principal Corporate Trust Office.
SECTION 811. Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder will execute, acknowledge and deliver to the
Issuer and to the predecessor Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of
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the predecessor Trustee will become effective with respect to any series,
class or tranche as to which it is resigning or being removed as Trustee, and
such successor Trustee, without any further act, deed or conveyance, will
become vested with all the rights, powers, trusts and duties of the
predecessor Trustee with respect to any such series, class or tranche; but, on
request of the Issuer or the successor Trustee, such predecessor Trustee will,
upon payment of its reasonable charges, if any, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the predecessor Trustee, and will duly assign, transfer and deliver
to such successor Trustee all property and money held by such predecessor
Trustee hereunder with respect to all or any such series, class or tranche,
subject nevertheless to its lien, if any, provided for in Section 807. Upon
request of any such successor Trustee, the Issuer will execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.
In case of the appointment hereunder of a successor Trustee with respect
to the Notes of one or more (but not all) series, classes or tranche, the
Issuer, the predecessor Trustee and each successor Trustee with respect to the
Notes of any applicable series, class or tranche will execute and deliver a
supplemental indenture which will contain such provisions as will be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the predecessor Trustee with respect to the Notes of any series,
class or tranche as to which the predecessor Trustee is not being succeeded
will continue to be vested in the predecessor Trustee, and will add to or
change any of the provisions of this Indenture as will be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental
indenture will constitute such Trustees co-trustees of the same trust and that
each such Trustee will be Trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such
Trustee.
No successor Trustee with respect to any series, class or tranche of
Notes will accept its appointment unless at the time of such acceptance such
successor Trustee will be qualified and eligible with respect to that series,
class or tranche under this Article.
SECTION 812. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee will be a party, or any
corporation succeeding to all or substantially all of the
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corporate trust business of the Trustee, will be the successor of the Trustee
hereunder, provided such corporation will be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Notes will
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Notes so authenticated
with the same effect as if such successor Trustee had itself authenticated
such Notes.
SECTION 813. Preferential Collection of Claims Against Issuer. If and
when the Trustee will be or become a creditor of the Issuer (or any other
obligor upon the Notes), the Trustee will be subject to the provisions of
Section 311 of the Trust Indenture Act. A Trustee who has resigned or been
removed will be subject to Section 311(a) of the Trust Indenture Act to the
extent provided therein.
SECTION 814. Appointment of Authenticating Agent. At any time when any of
the Notes remain Outstanding the Trustee, with the approval of the Issuer, may
appoint an Authenticating Agent or Agents with respect to one or more series,
classes or tranche of Notes which will be authorized to act on behalf of the
Trustee to authenticate Notes of such series, classes or tranche issued upon
exchange, registration of transfer or partial redemption thereof or pursuant
to Section 306, and Notes so authenticated will be entitled to the benefits of
this Indenture and will be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Notes by the Trustee or the
Trustee's certificate of authentication, such reference will be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent will be
acceptable to the Issuer and will at all times be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as an
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and, if other than the Issuer itself, subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
will be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating
Agent will cease to be eligible in accordance with the provisions
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of this Section, such Authenticating Agent will resign immediately in the
manner and with the effect specified in this Section.
Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating
Agent will be a party, or any corporation succeeding to the corporate agency
or corporate trust business of an Authenticating Agent, will continue to be an
Authenticating Agent, provided such corporation will be otherwise eligible
under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.
An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and, if other than the Issuer, to the Issuer. The
Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and, if other than
the Issuer, to the Issuer. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time such Authenticating Agent will
cease to be eligible in accordance with the provisions of this Section, the
Trustee, with the approval of the Issuer, may appoint a successor
Authenticating Agent which will be acceptable to the Issuer and will mail
written notice of such appointment by first-class mail, postage prepaid, to
all Holders of Notes of the series, classes or tranche with respect to which
such Authenticating Agent will serve, as their names and addresses appear in
the Note Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder will become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent. No successor Authenticating Agent will be
appointed unless eligible under the provisions of this Section.
The Trustee agrees to pay to each Authenticating Agent (other than an
Authenticating Agent appointed at the request of the Issuer from time to time)
reasonable compensation for its services under this Section, and the Trustee
will be entitled to be reimbursed for such payments, subject to the provisions
of Section 807.
If an appointment with respect to one or more series, classes or tranche
is made pursuant to this Section, the Notes of such series, classes or tranche
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in the following
form:
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This is one of the Notes of the series, classes or tranche
designated therein referred to in the within-mentioned
Indenture.
NAME OF INDENTURE TRUSTEE, as
Trustee
By:_________________________
As Authenticating Agent
By:_________________________
Authorized Signatory
ARTICLE IX
Noteholders' Meetings, Lists, Reports by Trustee,
Issuer and Managing Beneficiary
SECTION 901. Issuer To Furnish Trustee Names and Addresses of
Noteholders. The Issuer will furnish or cause to be furnished to the Trustee
(a) semi-annually, not more than 15 days after each Record Date, in
each year in such form as the Trustee may reasonably require, a list of
the names and addresses of the Holders of Notes of such series, classes
or tranche as of such date, and
(b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Issuer of any such request, a
list of similar form and content as of a date not more than 15 days
before the time such list is furnished,
excluding from any such list names and addresses received by the Trustee in
its capacity as Note Registrar.
SECTION 902. Preservation of Information; Communications to Noteholders.
(a)
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The Trustee will preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders of Notes contained in the most recent list
furnished to the Trustee as provided in Section 901 and the names and
addresses of Holders of Notes received by the Trustee in its capacity as Note
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 901 upon receipt of a new list so furnished.
(b) If 3 or more Holders of Notes of any series, class or tranche
(hereinafter referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Note of such series, class or tranche for a period of at least 6 months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders of Notes of such series,
class or tranche or with the Holders of all Notes with respect to their rights
under this Indenture or under such Notes and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to
transmit, then the Trustee will, within 5 Business Days after the receipt of
such application, at its election, either
(i) afford such applicants access to the information preserved
at the time by the Trustee in accordance with Section 902(a), or
(ii) inform such applicants as to the approximate number of
Holders of Notes of such series, classes or tranche or all Notes, as
the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section
902(a), and as to the approximate cost of mailing to such
Noteholders the form of proxy or other communication, if any,
specified in such application.
If the Trustee will elect not to afford such applicants access to such
information, the Trustee will, upon the written request of such applicants,
mail to each Holder of a Note of such series, classes or tranche or to all
Noteholders, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section
902(a), a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of
the material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless, within 5 days after such tender, the
Trustee will mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the
best interests of the Holders of
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Notes of such series, classes or tranche or all Noteholders, as the case may
be, or would be in violation of applicable law. Such written statement will
specify the basis of such opinion. If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, will
enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
will find, after notice and opportunity for hearing, that all the objections
so sustained have been met and will enter an order so declaring, the Trustee
will mail copies of such material to all Noteholders of such series, classes
or tranche or all Noteholders, as the case may be, with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the
Trustee will be relieved of any obligation or duty to such applicants
respecting their application.
(c) Every Holder of Notes, by receiving and holding the same, agrees with
the Issuer and the Trustee that neither the Issuer nor the Trustee will be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Notes in accordance with Section 902(b),
regardless of the source from which such information was derived, and that the
Trustee will not be held accountable by reason of mailing any material
pursuant to a request made under Section 902(b).
SECTION 903. Reports by Trustee. (a) The term "reporting date" as used in
this Section means [__________]. Within 60 days after the reporting date in
each year, beginning in [2000], the Trustee will transmit to Noteholders, in
the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act, a brief report dated as of such reporting date if required by Section
313(a) of the Trust Indenture Act.
(b) In addition to any reporting requirements of the Issuer under the
TIA, the Trustee will mail each year to all registered Noteholders, with a
copy to the Rating Agencies a report concerning:
(i) its eligibility and qualifications to continue as trustee under
this Indenture;
(ii) any amounts advanced by the Trustee under this Indenture;
(iii) the amount, interest rate and maturity date or indebtedness
owing by the Issuer to the Trustee in the Trustee's individual capacity;
(iv) the property and funds physically held by the Trustee as
Trustee;
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(v) any release or release and substitution of collateral subject to
the lien of this Indenture which has not previously been reported; and
(vi) any action taken by the Trustee that materially affects the
Notes and that has not previously been reported.
(c) The Trustee will comply with Sections 313(b) [and 313(c)] of the
Trust Indenture Act.
(d) A copy of each such report will, at the time of such transmission to
Noteholders, be filed by the Trustee with each stock exchange upon which the
Notes are listed, and also with the Commission. The Issuer will notify the
Trustee when the Notes are admitted to trading on any national securities
exchange.
SECTION 904. Meetings of Noteholders; Amendments and Waivers. (a) The
Trustee may call a meeting of the Noteholders of a series, class or tranche at
any time. The Trustee will call a meeting upon request of the Issuer or the
Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of
the Outstanding Notes of such series, class or tranche. In any case, a meeting
will be called after notice is given to the Noteholders pursuant to Section
106.
(b) Except for any consent that must be given by the Holders of each
Outstanding Note affected or any action to be taken by the Issuer as holder of
the Collateral Certificate, any resolution presented at any meeting at which a
quorum is present may be adopted by the affirmative vote of the Holders of a
majority in aggregate Outstanding Dollar Principal Amount of the Outstanding
Notes of that series, class or tranche, as the case may be. For any vote,
request, demand, authorization, direction, notice, consent, waiver or other
action provided by the Series [ ]-00 Supplement to be given or taken by holder
of the Collateral Certificate, any resolution presented at any meeting at
which a majority of the Holders of a majority in aggregate Outstanding Dollar
Principal Amount of all Outstanding Notes is present may be adopted by the
affirmative vote of the Holders of a majority in aggregate Outstanding Dollar
Principal Amount of all Outstanding Notes. However, any resolution with
respect to any consent, waiver, request, demand, notice, authorization,
direction or other action which may be given by the Holders of not less than a
specified
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percentage in aggregate Outstanding Dollar Principal Amount of Outstanding
Notes of a series, class or tranche or all Notes may be adopted at any meeting
which a quorum is present only by the affirmative vote of the Holders of not
less than the specified percentage in aggregate Outstanding Dollar Principal
Amount of the Outstanding Notes of that series, class or tranche or all Notes,
as the case may be. Any resolution passed or decision taken at any meeting of
Noteholders duly held in accordance with this Indenture will be binding on all
Noteholders of the affected series, class or tranche.
(c) The quorum at any meeting will be persons holding or representing a
majority in aggregate Outstanding Dollar Principal Amount of the Outstanding
Notes of a series, class or tranche or all Notes, as the case may be;
provided, however, that if any action is to be taken at that meeting
concerning a consent, waiver, request, demand, notice, authorization,
direction or other action that may be given by the Holders of not less than a
specified percentage in aggregate Outstanding Dollar Principal Amount of the
Outstanding Notes of a series, class or tranche or all Notes, as applicable,
the persons holding or representing such specified percentage in aggregate
Outstanding Dollar Principal Amount of the Outstanding Notes of such series,
class or tranche or all Notes will constitute a quorum.
(d) The Issuer may make reasonable rules for other matters relating to
action by or a meeting of Noteholders not otherwise covered by this Section.
SECTION 905. Reports by Issuer. The Issuer will
(a) file with the Trustee, within 15 days after the Issuer is
required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Issuer may be required
to file with the Commission pursuant to SECTION 13 or Section 15(d) of
the Securities Exchange Act; or, if the Issuer is not required to file
information, documents or reports pursuant to either of said Sections,
then it will file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and reports
which may be required pursuant to Section 13 of the Securities Exchange
Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules
and regulations;
(b) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission,
such additional
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information, documents and reports with respect to compliance by the
Issuer with the conditions and covenants of this Indenture as may be
required from time to time by such rules and regulations; and
(c) transmit by mail to all Noteholders, as their names and
addresses appear in the Note Register, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents
and reports required to be filed by the Issuer pursuant to paragraphs (1)
and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.
SECTION 906. Accounting and Directions by the Trustee. On the [ ] day of
each month, the Issuer will cause to be rendered to each Rating Agency a
statement, dated as of such date, including the information set forth below:
(a) Principal and Interest Payable to Noteholders. The amount of
principal of and interest on each tranche of Notes which has a Payment
Date before the last day of the next following Due Period.
(b) Amount in the Accounts. The aggregate amount on deposit in each
of the Accounts and sub-Accounts.
(c) Funds Required; Funds on Deposit. The amount, if any, of any
shortfalls or surplus of funds on deposit in each sub-Account to make
payments of amounts due and payable on the next applicable Payment Date.
SECTION 907. Reports by Trustee. The Trustee will report to the Issuer
with respect to the amount on deposit in the Accounts, and the identity of the
investments included therein, as the Issuer may from time to time reasonably
request which, absent the occurrence of an Event of Default hereunder, will
not occur more often than monthly.
SECTION 908. Issuer's Report. Each month, on [ day] the Issuer will
deliver to the Trustee (with a copy to each Rating Agency) an Issuer's Report.
SECTION 909. Payment Request to Master Trust. From time to time, the
Issuer will deliver a Payment Request to the Master Trust as necessary to
request the payments required or
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targeted to be made hereunder.
SECTION 910. Monthly Computation Statement. (a) Promptly after the
receipt by the Issuer of the Monthly Servicer Report under the Series [ ]-00
Supplement, the Issuer, in collaboration with the Servicer of the Master
Trust, complete a Monthly Computation Statement and deliver a copy thereof to
the Trustee.
(b) From time to time, the Issuer will notify the Servicer under the
Series [ ]-00 Supplement of the amount required to be delivered by the Issuer
under Section 501 of the Series [ ]-00 Supplement to calculate the Series [
]-00 Invested Amount and the Series Adjusted Invested Amount for Series [
]-00.
ARTICLE X
Supplemental Indentures; Amendments to the Pooling and
Servicing Agreement and Amendments to the Trust Agreement
SECTION 1001. Supplemental Indentures Without Consent of Noteholders.
Without the consent of the Holders of any Notes, the Issuer, when authorized
by an Issuer's Certificate, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Entity to the Issuer, and
the assumption by any such successor of the covenants of the Issuer
herein and in the Notes contained; or
(b) to add to the covenants of the Issuer, or to surrender any right
or power herein conferred upon the Issuer, for the benefit of the Holders
of the Notes of any or all series, classes or tranche (and if such
covenants or the surrender of such right or power are to be for the
benefit of less than all series, classes or tranche of Notes, stating
that such covenants are expressly being included or such surrenders are
expressly being made solely for the benefit of one or more specified
series, classes or tranche); or
(c) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to
make any other provisions
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with respect to matters or questions arising under this Indenture; or
(d) to add to this Indenture such provisions as may be expressly
permitted by the TIA, excluding, however, the provisions referred to in
Section 316(a)(2) of the TIA as in effect at the date as of which this
Indenture was executed or any corresponding provision in any similar
federal statute hereafter enacted; or
(e) to establish any form of Note, as provided in Article II, and to
provide for the issuance of any series, class or tranche of Notes as
provided in Article III and to set forth the terms thereof, and/or to add
to the rights of the Holders of the Notes of any series, class or
tranche; or
(f) to evidence and provide for the acceptance of appointment by
another corporation as a successor Trustee hereunder with respect to one
or more series, class or tranche of Notes and to add to or change any of
the provisions of this Indenture as will be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to Section 811; or
(g) to add any additional Early Redemption Events or Events of
Default in respect of the Notes of any or all series, classes or tranche
(and if such additional Events of Default are to be in respect of less
than all series, classes or tranche of Notes, stating that such Events of
Default are expressly being included solely for the benefit of one or
more specified series, classes or tranche); or
(h) to provide for the issuance of Notes in bearer as well as fully
registered form; or
(i) to provide for the consolidation of the Master Trust and the
Issuer into a single Entity after the termination of all series of
Investor Certificates (other than the Collateral Certificate); or
(j) to make any other amendment that would not have an Adverse
Effect.
No supplemental indenture for the purposes identified in clauses (b),
(c), (e) or (g) may be entered into if to do so would materially adversely
affect the interest of the Holders of Notes
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of any series, class or tranche. No supplemental indenture under this Section
may be entered into except upon delivery of a Master Trust Tax Opinion and an
Issuer Tax Opinion and notice thereof to the Rating Agencies.
SECTION 1002. Supplemental Indentures with Consent of Noteholders. With
written notification from each applicable Rating Agency that there will be no
Ratings Effect and the consent of the Holders of not less than a majority in
Outstanding Dollar Principal Amount of the Outstanding Notes of each series,
class or tranche affected by such supplemental indenture or indentures, by Act
of said Holders delivered to the Issuer and the Trustee, the Issuer, when
authorized by an Issuer's Certificate, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of
the Notes of each such series, class or tranche under this Indenture;
provided, however, that no such supplemental indenture will, without the
consent of the Holder of each Outstanding Note affected thereby,
(a) change the scheduled payment date of any installment of interest
on, or the Expected Principal Payment Date or Legal Maturity Date of, any
Note;
(b) reduce the Stated Principal Amount of, or the interest rate on,
any Note; or change the method of computing the Outstanding Dollar
Principal Amount, the Adjusted Outstanding Dollar Principal Amount, or
the Nominal Liquidation Amount in a manner that is adverse to the Holder
of any Note;
(c) reduce the amount of a Discount Note payable upon the occurrence
of an Early Redemption Event or upon the acceleration of its Legal
Maturity Date];
(d) impair the right to institute suit for the enforcement of any
such payment on or after the Legal Maturity Date thereof;
(e) reduce the percentage in Outstanding Dollar Principal Amount of
the Outstanding Notes of any series, class or tranche, the consent of
whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver of compliance with
certain provisions of this Indenture or certain defaults hereunder and
their consequences, provided for in this Indenture;
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(f) modify any of the provisions of this Section or Section 718,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Note affected thereby;
(g) change any Place of Payment where any principal of, or interest
on, any Note is payable, unless otherwise provided in the applicable
terms document;
(h) change the method of computing the amount of principal of, or
interest on, any Note on any date; or
(i) make any other amendment not permitted by Section 1001.
A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series, class or tranche of Notes, or
which modifies the rights of the Holders of Notes of such series, class or
tranche with respect to such covenant or other provision, will be deemed not
to affect the rights under this Indenture of the Holders of Notes of any other
series, class or tranche. No supplemental indenture under this Section may be
entered into except upon delivery of a Master Trust Tax Opinion and an Issuer
Tax Opinion and with written notification from each applicable Rating Agency
that there will be no Ratings Effect.
It will not be necessary for any Act of Noteholders under this Section to
approve the particular form of any proposed supplemental indenture, but it
will be sufficient if such Act will approve the substance thereof.
SECTION 1003. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created
by this Indenture, the Trustee will be entitled to receive, and (subject to
Section 801) will be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture and that all conditions precedent thereto have
been satisfied. The Trustee may, but will not (except to the extent required
in the case of a supplemental indenture entered into under Section 1001(d) or
1001(f)) be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this
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Indenture or otherwise.
SECTION 1004. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture will be modified
in accordance therewith, and such supplemental indenture will form a part of
this Indenture for all purposes; and every Holder of Notes theretofore or
thereafter authenticated and delivered hereunder will be bound thereby to the
extent provided therein.
SECTION 1005. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article will conform to the requirements
of the TIA as then in effect.
SECTION 1006. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and will if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Issuer will so determine, new Notes so modified
as to conform, in the opinion of the Trustee and the Issuer, to any such
supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Trustee in exchange for Outstanding Notes.
SECTION 1007. Amendments to the Pooling and Servicing Agreement Without
Consent. By their acceptance of a Note, the Noteholders acknowledge that the
Banks and the Master Trust Trustee may amend the Pooling and Servicing
Agreement and any supplement thereto without the consent of the Holders of any
Investor Certificates (including the Issuer) or any Noteholder, so long as
such amendment or supplement would not materially adversely affect the
interest of the Holders of any Investor Certificates or Notes of any series,
class or tranche.
SECTION 1008. Amendments to the Pooling and Servicing Agreement With
Consent. (a) With written notification from each applicable Rating Agency that
there will be no Ratings Effect and the consent of the Holders of not less
than 662/3% in Outstanding Dollar Principal Amount of the Outstanding series
of Notes affected by such amendment or supplement, by act of said Holders
delivered to the Master Trust Trustee, the Banks or the Master Trust Trustee
may amend or supplement the Pooling and Servicing Agreement for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the Holders of the Investor Certificates under the
Pooling and Servicing Agreement; provided, however, that no such
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amendment or supplement will,
(i) reduce the amount of, or delay the timing of, any
distribution to be made to Investor Certificateholders or the amount
available under any series enhancement without the consent of each
affected Investor Certificateholder;
(ii) change the definition or the manner of calculating the
interest of any Investor Certificate without the consent of each
affected Investor Certificateholder;
(iii) reduce the percentage of Investor Certificateholders
required to consent to any amendment without the consent of each
Investor Certificateholder; or
(iv) cause a Ratings Effect with reject to any series or class
of Investor Certificates without the consent of Investor
Certificateholders holding not less than 662/3% of the aggregate
Outstanding Dollar principal Amount of that series or class.
(b) For purposes of any vote or consent under the Pooling and
Servicing Agreement
(i) that requires the consent or vote of each Investor
Certificateholder, each Noteholder will be treated as an Investor
Certificateholder under the Pooling and Servicing Agreement;
(ii) that requires the consent or vote of any series of
Investor Certificates, each series of Notes will be treated as a
series of Investor Certificates under the Pooling and Servicing
Agreement; and
(iii) that requires the consent or vote of any class of
Investor Certificates, each class of Notes of a single issuance
series and each subclass of Notes of a multiple issuance series will
be treated as a class of Investor Certificates under the Pooling and
Servicing Agreement.
SECTION 1009. Amendments to the Trust Agreement Without Consent. Without
the consent of the Holders of any Investor Certificates, the Issuer or any
Noteholder the Banks or the Master Trust Trustee may amend the Trust Agreement
so long as such amendment will not materially adversely affect the interests
of the Investor Certificateholders or Noteholders and the
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Rating Agencies confirm that the amendment will not cause a Ratings Effect.
SECTION 1010. Amendments to the Trust Agreement With Consent. With
written notification from each applicable Rating Agency that there will be no
Ratings Effect and the consent of the Holders of not less than 662/3% in
Outstanding Dollar Principal Amount of the Outstanding Investor Certificates
affected by such amendment, by act of said Holders delivered to the Master
Trust Trustee, the Banks or the Master Trust Trustee may amend the Trust
Agreement for the purpose of adding, changing or eliminating any provisions of
the Trust Agreement or of modifying the rights of those Investor
Certificateholders.
SECTION 1011. Tax Opinions. No amendment or supplement made pursuant to
this Article may be entered into except upon delivery of a Master Trust Tax
Opinion and an Issuer Tax Opinion and notice thereof to the Rating Agencies.
SECTION 1012. Notice. If the Issuer, as holder of the Collateral
Certificate for the benefit of the Noteholders, receives a request for a
consent to any amendment, modification, waiver or supplement under this
Indenture, Pooling and Servicing Agreement, Trust Agreement or other document
contemplated herein, the Issuer shall forthwith send a notice of such proposed
amendment, modification, waiver or supplement, to each Noteholder as of such
date that is entitled to vote on a consent to such matter. The Issuer shall
request from such Noteholders directions as to (i) whether or not the Issuer
should take or refrain from taking any action which the holder of the
Collateral Certificate has the option to direct, (ii) whether or not to give
or execute any waivers, consents, amendments, modifications or supplements as
a holder of such Collateral Certificate and (iii) how to vote the Collateral
Certificate or the Noteholders of a series or tranche if a vote has been
called for with respect thereto. Provided such a request for Noteholder
direction shall have been made, in directing any action or casting any vote or
giving any consent as the holder of the Collateral Certificate, the Issuer
Trustee shall vote or consent with respect to such Collateral Certificate the
applicable series or tranche, as the case may be in the same proportion as the
Notes were actually voted by Holders thereof as notified by such Noteholder to
the Issuer Trustee at least to two Business Days before the Issuer Trustee
takes such action or casts such vote or gives such consent.
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ARTICLE XI
Representations, Warranties and Covenants of Issuer
SECTION 1101. Payment of Principal and Interest. With respect to each
series, class or tranche of Notes, the Issuer will duly and punctually pay the
principal of and interest on such Notes in accordance with their terms and
this Indenture, and will duly comply with all the other terms, agreements and
conditions contained in, or made in the Indenture for the benefit of, the
Notes of such series, class or tranche.
SECTION 1102. Maintenance of Office or Agency. The Issuer will maintain
an office, agency or Paying Agent in each Place of Payment where Notes may be
presented or surrendered for payment, where Notes may be surrendered for
transfer or exchange and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer will give
prompt written notice to the Trustee of the location, and of any change in the
location, of such office or agency. If at any time the Issuer will fail to
maintain such office or agency or will fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the principal Corporate Trust Office of the Trustee, and the
Issuer hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.
SECTION 1103. Money for Note Payments to be Held in Trust. If the Issuer
will at any time act as its own Paying Agent for any series, class or tranche
of Notes, it will, on or before each due date of the principal of or interest
on, any of the Notes of such series, class or tranche, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal or interest so becoming due until such sums will be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its action or failure to act.
Whenever the Issuer will have one or more Paying Agents for any series,
class or tranche of Notes, it will, on or before each due date of the
principal of or interest on, any Notes of such series, class or tranche,
deposit with a Paying Agent a sum sufficient to pay the principal or interest
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal or interest, and (unless such Paying Agent is the
Trustee) the Issuer will promptly notify the Trustee of its action or failure
so to act.
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The Issuer will cause each Paying Agent other than the Trustee for any
series, class or tranche of Notes to execute and deliver to the Trustee an
instrument in which such Paying Agent will agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will
(a) hold all sums held by it for the payment of principal of or
interest on Notes of such series, class or tranche in trust for the
benefit of the Persons entitled thereto until such sums will be paid to
such Persons or otherwise disposed of as herein provided;
(b) give the Trustee notice of any default by the Issuer (or any
other obligor upon the Notes of such series, class or tranche) in the
making of any such payment of principal or interest on the Notes of such
series, class or tranche; and
(c) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.
(d) immediately resign as a Paying Agent and forthwith pay to the
Trustee all sums held by it in trust for the payment of Notes if at any
time it ceases to meet the standards required to be met by a Paying Agent
at the time of its appointment; and
(e) comply with all requirements of the Internal Revenue Code with
respect to the withholding from any payments made by it on any Notes of
any applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith.
The Issuer may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture with respect to any series, class or tranche
of Notes or for any other purpose, pay, or by Issuer Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Issuer or such
Paying Agent in respect of each and every series, class or tranche of Notes as
to which it seeks to discharge this Indenture or, if for any other purpose,
all sums so held in trust by the Issuer in respect of all Notes, such sums to
be held by the Trustee upon the same trusts as those upon which such sums were
held by the Issuer or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent will be released from all further
liability with respect to such money.
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Any money deposited with the Trustee or any Paying Agent, or then held by
the Issuer, in trust for the payment of the principal of or interest on any
Note of any series, class or tranche and remaining unclaimed for two years
after such principal or interest has become due and payable will be paid to
the Issuer on Issuer Request, or (if then held by the Issuer) will be
discharged from such trust; and the Holder of such Note will thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Issuer as trustee thereof, will thereupon
cease. The Trustee or such Paying Agent, before being required to make any
such repayment, may at the expense of the Issuer mail to the Holders of the
Notes as to which the money to be repaid was held in trust, as their names and
addresses appear in the Note Register, a notice that such funds remain
unclaimed and that, after a date specified in the notice, which will not be
less than 30 days from the date on which the notice was first mailed to the
Holders of the Notes as to which the money to be repaid was held in trust, any
unclaimed balance of such funds then remaining will be paid to the Issuer free
of the trust formerly impressed upon it.
The Issuer initially authorizes Citibank, N.A., to act as Paying Agent
for the Notes on its behalf. The Issuer may at any time and from time to time
authorize one or more Persons to act as Paying Agent in addition to or in
place of the Trustee with respect to any series, class or tranche of Notes
issued under this Indenture.
SECTION 1104. Statement as to Compliance. The Issuer will deliver to the
Trustee, within 120 days after the end of each fiscal year, a written
statement signed by the Issuer, stating that
(a) a review of the activities of the Issuer during such year and of
the Issuer's performance under this Indenture and under the terms of the
Notes has been made under his supervision; and
(b) to the best of his knowledge, based on such review, the Issuer
has complied with all conditions and covenants under this Indenture
through such year, or, if there has been a default in the fulfillment of
any such obligation (without regard to any period of grace or requirement
of notice), specifying each such default known to him and the nature and
status thereof.
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SECTION 1105. Legal Existence. The Issuer will do or cause to be done all
things necessary to preserve and keep in full force and effect its legal
existence.
SECTION 1106. Further Instruments and Acts. Upon request of the Trustee,
the Issuer will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.
SECTION 1107. Compliance with Laws. The Issuer will comply with the
requirements of all applicable laws, the noncompliance with which would,
individually or in the aggregate, materially and adversely affect the ability
of the Issuer to perform its obligations under the Notes or this Indenture.
SECTION 1108. Notice of Events of Default. The Issuer agrees to give the
Trustee and the Rating Agencies prompt written notice of each Event of Default
hereunder and each default on the part of the Master Trust or the Banks of
their respective obligations under the Pooling and Servicing Agreement (as
amended and supplemented from time to time), the Collateral and any Derivative
Counterparty.
SECTION 1109. Certain Negative Covenants. The Issuer will not:
(a) claim any credit on, or make any deduction from the principal or
interest payable in respect of, the Notes (other than amounts withheld in
good faith from such payments under the Internal Revenue Code or other
applicable tax law);
(b) permit the validity or effectiveness of this Indenture to be
impaired, or permit the lien in favor of the Trustee created by this
Indenture to be amended, hypothecated, subordinated, terminated or
discharged, or permit any Person to be released from any covenants or
obligations with respect to the Notes under this Indenture except as may
be expressly permitted hereby;
(c) permit any lien, charge, excise, claim, security interest,
mortgage or other encumbrance (other than the lien in favor of the
Trustee created by this Indenture) to be created on or extend to or
otherwise arise upon or burden the Collateral or any part thereof or any
interest therein or the proceeds thereof; or
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(d) permit the lien in favor of the Trustee created by this
Indenture not to constitute a valid first priority security interest in
the Collateral; or
(e) voluntarily dissolve or liquidate.
SECTION 1110. No Other Business. The Issuer will not engage in any
business other than financing, purchasing, owning, selling and managing the
Collateral in the manner contemplated by this Indenture and the activities
incidental thereto.
SECTION 1111. No Borrowing. The Issuer will not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.
ARTICLE XII
Early Redemption of Notes
SECTION 1201. Applicability of Article. Pursuant to the terms of this
Article, the Issuer will redeem and pay, provided that funds are available,
each affected series, class or tranche of Notes upon the occurrence of any
Early Redemption Event. The following are "Early Redemption Events":
(a) the occurrence of the Expected Principal Payment Date of any
Note;
(b) the occurrence of any Amortization Event as defined in the
Pooling and Servicing Agreement;
(c) mandatory prepayment of the entire Collateral Certificate
resulting from a breach of a representation or warranty by the Banks
under the Pooling and Servicing Agreement;
(d) at any time a Payment Request with respect to a requested
payment of Available Investor Principal Collections (as defined in the
Series [ ]-00 Supplement) has been issued with respect to such series,
class or tranche, the Portfolio Yield (as defined in the Pooling and
Servicing Agreement) for any Due Period will be less than the
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Weighted Average Interest Rates for all tranches of Notes as of the last
day of such Due Period;
(e) the amount of Surplus Finance Charge Collections averaged over
any three consecutive Due Periods will be less than the Required Surplus
Finance Charge Amount for the last of such three consecutive Due Periods;
(f) the aggregate Outstanding Dollar Principal Amount of the Notes
of the affected series is reduced to [ ]% or less of its Initial Dollar
Principal Amount;
(g) either Bank (unless otherwise required by any Requirements of
Law) reduces the Periodic Rate Finance Charge (as defined in the Pooling
and Servicing Agreement) applicable to any Account (as defined in the
Pooling and Servicing Agreement) 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 (as defined in the
Pooling and Servicing Agreement) being less than the sum of
(i) the weighted average of (i) the Certificate Rates (as
defined in the Pooling and Servicing Agreement) of each Outstanding
Series (as defined in the Pooling and Servicing Agreement) (other
than Series [ ]-00), and (ii) the Weighted Average Rate (as defined
in the Series [ ]-00 Supplement), in each case as of such last day;
and
(ii) 6%;
(h) with respect to any series, class or tranche of Notes, any event
specified in the terms document for such series, class or tranche as
applying to such series, class or tranche; or
(i) if such series or tranche benefits from any Derivative
Agreement, any applicable Derivative Counterparty will default on any
payment obligation under the related Derivative Agreement and the
continuance of such default for the period established in the related
Derivative Agreement;
(j) if such series or tranche benefits from any Derivative
Agreement, and such
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Derivative Agreement fails to be a Performing Derivative Agreement and
such failure is continuing; or
(k) if such series or tranche benefits from any Derivative
Agreement, the occurrence of any default specified in the terms document
for such series or tranche relating to the credit rating of the
counterparty to such Derivative Agreement.
SECTION 1202. Notice. Promptly after the occurrence of any Early
Redemption Event, the Issuer will promptly notify the Trustee and the Rating
Agencies of the identity, stated principal amount and Outstanding Dollar
Principal Amount of the affected series, classes or tranches of Notes to be
redeemed. Notice of redemption will promptly be given by first-class mail,
postage prepaid to each Holder of Notes to be redeemed, at his address
appearing in the Note Register. All notices of redemption will state (a) the
date on which the redemption of the applicable series, classes or tranches of
Notes pursuant to this Article will begin, (b) the redemption price for such
series, classes or tranches of Notes, which will be the aggregate Outstanding
Dollar Principal Amount of such series, classes or tranches plus accrued or
accreted and unpaid interest (if any), and (c) the series, classes or tranches
of Notes to be redeemed pursuant to this Article.
SECTION 1203. Payment of Redemption Price. The redemption price of each
tranche of Notes to be redeemed pursuant to this Article will be paid pursuant
to Section 502(b).
ARTICLE XIII
Collateral
SECTION 1301. Recording, Etc. The Issuer intends the Security Interest
granted pursuant to this Indenture in favor of the Trustee for the benefit of
the Noteholders and the Trustee to be prior to all other liens in respect of
the Collateral, and the Issuer will take all actions necessary to obtain and
maintain, in favor of the Trustee, for the benefit of the Noteholders and the
Trustee, a first lien on and a first priority, perfected security interest in
the Collateral. The Issuer will from time to time execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other
instruments, all as prepared by the Managing Beneficiary and
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delivered to the Issuer, and will take such other action necessary or
advisable to:
(a) grant a Security Interest more effectively in all or any portion
of the Collateral;
(b) maintain or preserve the Security Interest (and the priority
thereof) in favor of the Trustee for the benefit of the Noteholders,
applicable counterparties to Derivative Agreements and the Trustee
created by this Indenture or carry out more effectively the purposes
hereof;
(c) perfect, publish notice of or protect validity of any grant made
or to be made by this Indenture;
(d) enforce the Collateral Certificate, the Derivative Agreements
and each other instrument or agreement included in the Collateral;
(e) preserve and defend title to the Collateral and the rights of
the Trustee in such Collateral against the claims of all persons and
parties; or
(f) pay all taxes or assessments levied or assessed upon the
Collateral when due.
The Issuer will from time to time promptly pay and discharge all
financing and continuation statement recording and/or filing fees, charges and
taxes relating to this Indenture, any amendments thereto and any other
instruments of further assurance. The Issuer hereby designates the Trustee its
agent and attorney-in-fact to execute any financing statement, continuation
statement or other instrument prepared by the Issuer pursuant to this Section
but such designation will not impose a duty upon the Trustee to prepare such
documents.
SECTION 1302. Trust Indenture Act Requirements. The release of any
Collateral, from the lien created by this Indenture or the release of, in
whole or in part, such liens, will not be deemed to impair the Security
Interests in contravention of the provisions hereof if and to the extent the
Collateral or liens are released pursuant to the terms hereof. The Trustee and
each of the Holders of the Notes acknowledge that a release of Collateral or
liens strictly in accordance with the terms hereof will not be deemed for any
purpose to be an impairment of the Security Interests in contravention of the
terms of this Indenture. To the extent applicable, without
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limitation, the Issuer and each other obligor on the Notes will cause TIA ss.
314(d) relating to the release of property or securities from the liens hereof
to be complied with. Any certificate or opinion required by TIA ss. 314(d) may
be made by an officer of the appropriate obligor, except in cases in which TIA
ss. 314(d) requires that such certificate or opinion be made by an independent
person.
SECTION 1303. Suits To Protect the Collateral. Subject to the provisions
of this Indenture, the Trustee will have power to institute and to maintain
such suits and proceedings as it may deem expedient to prevent any impairment
of the Collateral by any acts which may be unlawful or in violation of this
Indenture, and such suits and proceedings as the Trustee may deem expedient to
preserve or protect their interests and the interests of the Trustee and the
Holders of the Notes in the Collateral (including power to institute and
maintain suits or proceedings to restrain the enforcement of or compliance
with any legislative or other governmental enactment, rule or order that may
be unconstitutional or otherwise invalid if the enforcement of, or compliance
with, such enactment, rule or order would impair the Security Interests or be
prejudicial to the interests of the Holders of the Notes or the Trustee). No
counterparties to a Derivative Agreement may direct the Trustee to enforce the
Security Interest. Each counterparty's rights consist solely of the right to
receive collections allocated for its benefit pursuant to Article V.
SECTION 1304. Purchaser Protected. In no event will any purchaser in good
faith of any property purported to be released hereunder be bound to ascertain
the authority of the Trustee to execute the release or to inquire as to the
satisfaction of any conditions required by the provisions hereof for the
exercise of such authority or to see to the application of any consideration
given by such purchaser or other transferee; nor will any purchaser or other
transferee of any property or rights permitted by this Article to be sold be
under any obligation to ascertain or inquire into the authority of the Issuer
or any other obligor, as applicable, to make any such sale or other transfer.
SECTION 1305. Powers Exercisable by Receiver or Trustee. In case the
Collateral will be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in this Article upon the Issuer or any other
obligor, as applicable, with respect to the release, sale or other disposition
of such property may be exercised by such receiver or trustee, and an
instrument signed by such receiver or trustee will be deemed the equivalent of
any similar instrument of the Issuer or any other obligor, as applicable, or
of any officer or officers thereof
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required by the provisions of this Article.
SECTION 1306. Determinations Relating to Collateral. In the event (i) the
Trustee will receive any written request from the Issuer or any other obligor
for consent or approval with respect to any matter or thing relating to any
Collateral or the Issuer's or any other obligor's obligations with respect
thereto or (ii) there will be due to or from the Trustee under the provisions
hereof any performance or the delivery of any instrument or (iii) the Trustee
will become aware of any nonperformance by the Issuer or any other obligor of
any covenant or any breach of any representation or warranty of the Issuer or
any other obligor set forth in this Indenture, then, in each such event, the
Trustee will be entitled to hire experts, consultants, agents and attorneys to
advise the Trustee on the manner in which the Trustee, as the case may be,
should respond to such request or render any requested performance or response
to such nonperformance or breach (the expenses of which will be reimbursed to
the Agent and the Trustee pursuant to Section 807). The Trustee will be fully
protected in the taking of any action recommended or approved by any such
expert, consultant, agent or attorney or agreed to by a majority of Holders of
the Notes.
SECTION 1307. Release of Collateral. (a) Subject to the payment of its
fees and expenses pursuant to Section 807, the Trustee will, at the request of
the Issuer or when otherwise required by the provisions of this Indenture,
execute instruments to release property from the lien of this Indenture, or
convey the Trustee's interest in the same, in a manner and under circumstances
which are not inconsistent with the provisions of this Indenture. No party
relying upon an instrument executed by the Trustee as provided in this Article
will be bound to ascertain the Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
funds.
(b) Upon delivery of an Issuer's Certificate certifying that the Issuer's
obligations under this Indenture have been satisfied and discharged by
complying with the provisions of this Article, the Trustee will (i) execute
and deliver such releases, termination statements and other instruments (in
recordable form, where appropriate) as the Issuer or any other obligor, as
applicable, may reasonably request evidencing the termination of the Security
Interests created by this Indenture and (ii) not to be deemed to hold the
Security Interests for the benefit of the Trustee and the Holders of the
Notes.
(c) The Banks and the Noteholders will be entitled to receive at least 10
days written
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notice when the Trustee proposes to take any action pursuant to Section
1307(a), accompanied by copies of any instruments involved, and the Trustee
will also be entitled to require, as a condition to such action, an Opinion of
Counsel, stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with. Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Trustee in
connection with any such action.
SECTION 1308. Certain Actions by Trustee. Any action taken by the Trustee
pursuant to this Article in respect of the release of Collateral will be taken
by the Trustee as its interest in such Collateral may appear, and no provision
of this Article is intended to, or will, excuse compliance with any provision
hereof.
SECTION 1309. Opinions as to Collateral. (a) On the Effective Date, the
Issuer will furnish to the Trustee an Opinion of Counsel either stating that,
in the opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture, any indentures supplemental hereto,
and any other requisite documents, and with respect to the execution and
filing of any financing statements and continuation statements, as are
necessary to perfect and make effective the first priority lien and security
interest in favor of the Trustee, for the benefit of the Trustee, created by
this Indenture and reciting the details of such action, or stating that, in
the opinion of such counsel, no such action is necessary to make such lien and
security interest effective.
(b) On or before [ ] in each calendar year, beginning in 2000, the Issuer
will furnish to the Trustee an Opinion of Counsel with respect to each Uniform
Commercial Code financing statement which has been filed by the Issuer either
stating that, (i) in the opinion of such counsel, such action has been taken
with respect to the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the first
priority lien and security interest created by this Indenture and reciting the
details of such action or (ii) in the opinion of such counsel no such action
is necessary to maintain such lien and security interest. Such Opinion of
Counsel will also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be
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required to maintain the lien and security interest of this Indenture until [
] in the following calendar year.
SECTION 1310. Delegation of Duties. The Issuer may contract with or
appoint other Persons (including the Banks and their affiliates) to assist it
in performing its duties under this Indenture, and any performance of such
duties by a Person identified to the Trustee in an Issuer's Certificate will
be deemed to be action taken by the Issuer.
ARTICLE XIV
Miscellaneous
SECTION 1401. No Petition. The Trustee, by entering into this Indenture,
each Derivative Counterparty, by designating that the obligations of the
Issuer pursuant to the applicable Derivative Agreement are secured by the
Collateral, each Noteholder, by accepting a Note, agrees that it will not at
any time institute against the Banks or the Issuer, or join in any institution
against the Banks or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, this Indenture or any Derivative
Agreement.
SECTION 1402. Trust Obligations. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Issuer
Trustee on the Notes or under this Indenture or any certificate or other
writing delivered in connection herewith or therewith, against (i) the Issuer
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Issuer Trustee in its individual capacity, any holder
of a beneficial interest in the Issuer or the Issuer Trustee or of any
successor or assign of the Issuer Trustee in its individual capacity, except
as any such Person may have expressly agreed (it being understood that the
Issuer Trustee has no such obligations in its individual capacity) and except
that any such partner, owner or beneficiary will be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.
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SECTION 1403. Limitations on Liability. It is expressly understood and
agreed by the parties hereto that (a) this Indenture is executed and delivered
by the Issuer Trustee not individually or personally but solely as Issuer
Trustee, in the exercise of the powers and authority conferred and vested in
it, (b) each of the representations, undertakings and agreements herein made
on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by the Issuer Trustee but is made
and intended for the purpose for binding only the Issuer, (c) nothing herein
contained will be construed as creating any liability on the Issuer Trustee
individually or personally, to perform any covenant of the Issuer either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties to this Indenture and by any person claiming
by, through or under them and (d) under no circumstances will the Issuer
Trustee be personally liable for the payment of any indebtedness or expenses
of the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under
this Indenture or any related documents.
SECTION 1404. Notes Treated as Debt. The Issuer and the Noteholders agree
that the Notes are intended to be debt of the Banks for federal, State and
local income and franchise tax purposes and agree to treat the Notes
accordingly for all such purposes, unless otherwise required by a taxing
authority.
SECTION 1405. Actions Taken by the Issuer. Any and all actions that are
to be taken by the Issuer will be taken by either the Managing Beneficiary or
the Issuer Trustee on behalf of the Issuer.
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
CITIBANK CREDIT CARD ISSUANCE TRUST,
by [ ], as Issuer
Trustee and not in its individual
capacity
by:
---------------------------------
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Name:
Title:
Attest:
- ------------------------
[BANKERS TRUST COMPANY], as Trustee
and not in its individual capacity
by:
----------------------------------
Name:
Title:
Attest:
- ------------------------
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STATE OF DELAWARE )
) ss:
COUNTY OF CASTLE )
On [ ], [ ], before me personally came , to me known, who, being by me
duly sworn, did depose and say that he resides at ; that he is of Citibank
Credit Card Issuance Trust, one of the parties described in and which executed
the above instrument; that he knows the corporate seal of said corporation;
that the seal affixed to that instrument is such corporate seal; that it was
affixed by authority of the board of directors of the corporation; and that he
signed his name thereto by like authority.
---------------------------------
Name
- ----------------------
[Notarial Seal]
<PAGE>
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On [ ], [ ], before me personally came , to me known, who, being by me
duly sworn, did depose and say that he resides at ; that he is of [Indenture
Trustee Name], one of the parties described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the
seal affixed to that instrument is such corporate seal; that it was affixed by
authority of the board of directors of the corporation; and that he signed his
name thereto by like authority.
----------------------------------
Name
- --------------------
[Notarial Seal]
<PAGE>
EXHIBIT A
[FORM OF] PAYMENT REQUEST
From: Citibank (South Dakota), N.A., as
Series [ ] Certificate
Representative under the Series [ ]
Supplement and as Managing
Beneficiary of the Citibank Credit
Card Issuance Trust
To: Citibank (South Dakota), N.A., as
Servicer under Citibank Credit Card
Master Trust I
Date:
Citibank Credit Card Master Trust I
Series [ ] Certificate
Due Period ending [ ], 20__
[Reference is made to the Series [ ] Supplement, dated as of [ ] (the "Series
[ ] Supplement"), among [ ], and Indenture, dated as of [ ] (the "Indenture"),
among [ ]. Terms used herein have the meanings provided in the Series [ ]
Supplement or the Indenture, as applicable.
The Series [ ] Representative requests the following payments with respect to
the Series [ ] Certificate be made on the following dates:
A. Allocations of Investor Finance Charge Collections available pursuant to
Section 4.02(a)(iii) of the Series [ ] Supplement.
1. Required pursuant to Section 501(a) of the
Indenture (to pay accrued and unpaid costs,
expenses and fees of the Trustee pursuant to
Section 807 of the Indenture, to be paid as soon
as practicable after the end of the applicable Due
Period)..................................................$________
2. Required pursuant to Section 501(b) of the
Indenture (to make the targeted deposits to the
Interest Funding Account pursuant to Section 503
of the Indenture, to be paid on the applicable
Interest Deposit Date)
Tranche Interest Deposit Date Amount
$
$
$
$
$
<PAGE>
Total................................$________
3. Required pursuant to Section 501(c) of the
Indenture (to make the targeted deposits to the
Class C Reserve Account pursuant to Section 517 of
the Indenture, on the applicable Monthly Interest
Date
Tranche Monthly Interest Date Amount
------- --------------------- ------
$
$
$
$
$
Total.................................$________
4. Required pursuant to Section 501(d) of the
Indenture (to make the targeted reinvestment in
the Invested Amount of the Series [ ] Certificate
pursuant to Section 519(a) of the Indenture, to be
paid to the Servicer as soon as practicable after
the end of the applicable Due Period).....................$________
5. Balance of the Investor Finance Charge Collections
available pursuant to Section 4.02(a)(iii) of the
Series [ ] Supplement to be paid to the Issuer as
soon as practicable after the end of the
applicable Due Period.....................................$________
B. Allocations of Available Investor Principal Collections
available pursuant to Section 4.02(b)(ii) of the Series
[ ] Supplement.
1. Required pursuant to Section 502(a) of the
Indenture (to fund deficiencies in the amounts to
be paid pursuant to Items A1 and A2, subject to
the limitations set forth in the Indenture, to be
paid on the applicable Interest Deposit Date)
Tranche Interest Deposit Date Amount
------- --------------------- ------
$
$
$
$
$
Total.................................$________
2. Required pursuant to Section 502(b) of the
Indenture (to make the targeted deposits to the
Principal Funding Account pursuant to Section 508
of the Indenture, to be paid on the applicable
Principal Deposit Date)
2
<PAGE>
Tranche Principal Deposit Date Amount
------- ---------------------- ------
$
$
$
$
$
Total.................................$________
3. Balance of the Available Investor Principal
Collections available pursuant to Section
4.02(b)(ii) of the Series [ ] Supplement to be
paid to the Servicer to be reinvested in the
Invested Amount of the Series [ ] Certificate as
soon as practicable after the end of the
applicable Due Period.....................................$________
CITIBANK CREDIT CARD ISSUANCE
TRUST, as Issuer
By: CITIBANK (SOUTH DAKOTA),
N.A., as Managing Beneficiary
By:
Name:
Title:
3
<PAGE>
EXHIBIT B
[FORM OF] MONTHLY COMPUTATION STATEMENT
Date:
Citibank Credit Card Master Trust I
Series [ ] Certificate
Due Period ending [ ], 20__
Reference is made to the Series [ ] Supplement, dated as of [ ] (the "Series [
] Supplement"), among [ ], and Indenture, dated as of [ ] (the "Indenture"),
among [ ]. Terms used herein have the meanings provided in the Series [ ]
Supplement or the Indenture, as applicable.
The computations of the Series [ ] Invested Amount, the Series Adjusted
Invested Amount for Series [ ], the Nominal Liquidation Amount, the principal
amount of the Series [ ] Certificate, and as of the end of the Due Period
ending [ ], 20__ (the "applicable Due Period"), are as follows:
A. Increases in the components of the Series [ ] Invested Amount, the Series
Adjusted Invested Amount for Series [ ] and the principal amount of the
Series [ ] Certificate, as of the end of the applicable Due Period
1. The cumulative sum of the Initial Dollar Principal
Amount of each tranche of Notes as of the end of
the applicable Due Period pursuant to Section
5.01(a)(i) of the Series [ ] Supplement and clause
(a) of the definition of "Nominal Liquidation
Amount" in the Indenture
From all prior Due Periods..............$________
From the applicable Due Period..........$________
Total....................................................$________
2(a). The cumulative sum of accretions of interest on
Discount Notes targeted to be deposited (whether
or not actually deposited and paid to by the
Issuer to the Servicer) for reinvestment in the
Series [ ] Invested Amount pursuant to Section
5.01(a)(ii)(A) of the Series [ ] Supplement and
Section 519(a) of the Indenture
From all prior Due Periods..............$________
From the applicable Due Period..........$________
Total.....................................................$________
2(b). The cumulative sum of accretions of interest on
Discount Notes paid by the Issuer to the Master
Trust for reinvestment in the Series [ ] Invested
Amount pursuant to Section 5.01(a)(ii)(B) of the
Series [ ] Supplement and Sections 507(b) of the
Indenture
<PAGE>
From all prior Due Periods...............$________
From the applicable Due Period...........$________
Total......................................................$________
3. The cumulative sum of reinvestments from releases
of prefunding amounts paid to by the Issuer to the
Servicer for reinvestment in the Series [ ]
Invested Amount pursuant to Section 5.01(a)(iii)
of the Series [ ] Supplement and Sections 511(d)
and 519(b) of the Indenture
From all prior Due Periods...............$________
From the applicable Due Period...........$________
Total.......................................................$________
4. The cumulative sum of reimbursements of Investor
Charge-Offs paid by the Issuer to the Servicer for
reinvestment in the Series [ ] Invested Amount
pursuant to Section 5.01(a)(iv) of the Series [ ]
Supplement and Section 519(c) of the Indenture
From all prior Due Periods...............$________
From the applicable Due Period...........$________
Total........................................................$________
SUBTOTAL: All amounts paid by the Issuer to the
Master Trust (Sum of Items A1, A2(b), A3 and
A4)......................................$________
5. The cumulative sum any reimbursements of Investor
Charge-Offs made pursuant to Section 5.01(a)(v) of
the Series [ ] Supplement
From all prior Due Periods...............$________
From the applicable Due Period...........$________
Total........................................................$________
B. Decreases in the components of the Series [ ] Invested Amount, the Series
Adjusted Invested Amount for Series [ ], and the principal amount of the
Series [ ] Certificate as of the end of the applicable Due Period
1. The cumulative sum of all payments of principal
collections paid to the Issuer pursuant to Section
4.02(b)(ii) or Section 4.02(c)(ii) of the Series
Supplement which are reallocated pursuant to
Section 5.01(b)(ii)(A) of the Series [ ]
Supplement or Section 502(b)(i) the Indenture to
pay interest on the Notes
From all prior Due Periods................$________
2
<PAGE>
From the applicable Due Period............$________
Total.......................................................$________
2(a). The cumulative sum of all payments of principal
collections paid to the Issuer (other than those
referred to in item B(1) above) on deposit in
Principal Funding Account or have been withdrawn
from the Principal Funding Account pursuant to
Section 511(a), (b) or (c) of the Indenture
From all prior Due Periods................$________
From the applicable Due Period............$________
Total........................................................$________
SUBTOTAL All payments of principal collections by
the Master Trust to the Issuer (Sum of Items B1
and B2(a))................................$________
2(b). With respect to all tranches of Notes with a
Nominal Liquidation Amount of zero, the cumulative
sum of all payments of principal collections to
the Issuer (other than those referred to in item
B(1) above) on deposit in Principal Funding
Account or withdrawn from the Principal Funding
Account pursuant to Section 511(a), (b) or (c) of
the Indenture
From all prior Due Periods................$________
From the applicable Due Period............$________
Total........................................................$________
3. Nominal Liquidation Amount of accelerated Class C
Notes which cease to be Outstanding pursuant
Section [ ] of the Indenture after a sale of
credit card receivables pursuant to Section 7.03
of the Series [ ] Supplement and Section 708 of
the Indenture
From all prior Due Periods................$________
From the applicable Due Period............$________
Total........................................................$________
4. Nominal Liquidation Amount of tranches of Notes
which have reached their Legal Maturity Dates and
which cease to be Outstanding after a sale of
credit card receivables pursuant to Section 703 of
the Series [ ] Supplement and Section 522 of the
Indenture
From all prior Due Periods................$________
From the applicable Due Period............$________
3
<PAGE>
Total........................................................$________
5. Investor Charge-Offs allocated to the Series [ ]
Certificate pursuant to Sections 4.03 and
5.01(b)(v) of the Series [ ] Supplement and clause
(b)(vi) of the definition of Nominal Liquidation
Amount in the Indenture
From all prior Due Periods..................$________
From the applicable Due Period..............$________
Total........................................................$________
C. Series [ ] Invested Amount and aggregate Nominal Liquidation Amount of
the Notes (sum of Items A1, A2(b), A3, A4 and A5, less Items B1, B2(a),
B3, B4 and B5)....................................................$________
D. Series Adjusted Invested Amount for Series [ ] (sum of Items A1, A2(b),
A3, A4 and A5, less Items B1, B2(b), B3, B4 and B5)...............$________
E. 1. Principal amount of the Series [ ] Certificate and aggregate Adjusted
Outstanding Principal Amount of the Notes (sum of Items A1, A2(a)
and A3, less Item B2)*.......................................$________
2. Aggregate amount on deposit in the Principal Funding
Account......................................................$________
3. Aggregate Outstanding Dollar Principal Amount of the Notes (sum of
Items E1 and E2).............................................$________
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer of Citibank Credit Card Master
Trust I,
By:
Name:
Title:
CITIBANK CREDIT CARD ISSUANCE
TRUST, as Issuer
By: CITIBANK (SOUTH DAKOTA),
N.A., as Managing Beneficiary
By:
Name:
Title:
- ---------------------------
* But subject to Section 5.01(c) of the Series [ ] Supplement.
4
<PAGE>
EXHIBIT C
[FORM OF] ISSUER'S REPORT
From: Citibank (South Dakota), N.A., as
Managing Beneficiary of the
Citibank Credit Card Issuance Trust
To: [Rating Agencies]
Date:
Citibank Credit Card Master Trust I
Due Period ending [ ], 20__
Reference is made to Indenture, dated as of [ ] (the "Indenture"), among [ ].
Terms used herein have the meanings provided in the Indenture.
The following computations are as of the end of the Due Period ending [ ],
20__ (the "applicable Due Period"), as follows, after giving effect to all
deposits, allocations, reallocations and payments to be made under the
Indenture in the month after the end of the applicable Due Period.
A. Interest to be paid on next Interest Payment Date following the end of
the applicable Due Period
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Amount of
Interest Rate interest due on
Basis and next Interest Next Interest
Series, Class, Tranche Interest Rate Period Payment Date Payment Date
[Fixed] [__-
month LIBOR
plus ____ ]
</TABLE>
<PAGE>
B. Targeted deposits to Interest Funding sub-Accounts
Targeted Actual
Deposit to Deposit to
Interest Interest
Funding Funding
sub-Account sub-Account Shortfall
Series, for for from Shortfall
Class, Applicable Applicable applicable from earlier Cumulative
Tranche Due Period Due Period Due Period Due Periods Shortfall
C. Targeted deposits to Class C Reserve sub-Accounts
Targeted Actual
Deposit to Deposit to
Class C Class C
Reserve Reserve
sub-Account sub-Account Shortfall Shortfall
Series, for for from from
Class, Applicable Applicable applicable earlier Cumulative
Tranche Due Period Due Period Due Period Due Periods Shortfall
D. Targeted deposits to Principal Funding sub-Accounts
Targeted Actual
Deposit to Deposit to
Principal Principal
Funding Funding
sub-Account sub-Account Shortfall Shortfall
Series, for for from from
Class, Applicable Applicable applicable earlier Cumulative
Tranche Due Period Due Period Due Period Due Periods Shortfall
2
<PAGE>
E. Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal
Liquidation Amount*
<TABLE>
<CAPTION>
[Series, Class, Tranche]
Changes after giving effect to all deposits, allocations,
payments and reallocations after end of applicable Due
Period
<S> <C> <C> <C> <C> <C> <C>
Increases Decreases
from other from other
sources sources
(Nominal (Nominal
Increases Liquidation Liquidation
from Amount Decreases Amount Balance
As of end of accretion only) -- see from only) -- see after giving
applicable (Discount) Note 1 payments Note 2 effect to
Due Period Notes Only) below of principal below changes
Stated Principal
Amount
Outstanding Dollar
Principal Amount
Nominal
Liquidation
Amount (plus
Amounts on
deposit in
applicable
Principal Funding
sub-Account)
Note 1: [Explain any increases in the Nominal Liquidation Amount from
reimbursements of earlier reductions.]
Note 2: [Explain any decreases in the Nominal Liquidation Amount from
allocation of Investor Charge-Offs or reallocations of Principal
Collections to pay interest on a senior class, etc.]
</TABLE>
CITIBANK CREDIT CARD ISSUANCE
TRUST, as Issuer
By: CITIBANK (SOUTH DAKOTA),
N.A., as Managing Beneficiary
By:
Name:
Title:
- -----------------
* Repeat table for each Series, class and tranche of Notes.
3
Exhibit 4.2
- -------------------------------------------------------------------------------
CITIBANK (SOUTH DAKOTA), N.A.,
Seller and Servicer,
CITIBANK (NEVADA),
NATIONAL ASSOCIATION,
Seller,
and
BANKERS TRUST COMPANY,
Trustee
on behalf of the Certificateholders
SERIES [ ] SUPPLEMENT
Dated as of [ ], [ ]
to
POOLING AND SERVICING AGREEMENT
Dated as of May 29, 1991
CITIBANK CREDIT CARD MASTER TRUST I
SERIES [ ]
- -------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series [ ] Certificates
Section 1.01. Designation.................................................1
ARTICLE II
Definitions
Section 2.01. Definitions.................................................2
Section 2.02. Amendment to Definition of "Series Adjusted
Invested Amount"............................................9
ARTICLE III
Servicer and Trustee
Section 3.01. Servicing Compensation......................................9
Section 3.02. Trustee Appointment of Agents..............................10
ARTICLE IV
Rights of Series [ ] Certificateholders and
Allocation and Application of Collections
Section 4.01. Allocations................................................10
Section 4.02. Application of Investor Finance Charge
Collections, Available Investor Principal
Collections and Series [ ] Excess
Principal Collections......................................11
Section 4.03. Investor Charge-Offs.......................................13
i
<PAGE>
Page
ARTICLE V
Definitions of Series Invested Amount,
Series Adjusted Invested Amount, Principal Amount;
Payment Requests,
Principal Funding sub-Account Shortfall
Section 5.01. Definitions of Series Invested Amount, Series
Adjusted Invested Amount and Principal
Amount.....................................................14
Section 5.02. Payment Request............................................16
Section 5.03. Finance Charges Allocable to Segregated
Sellers' Interest..........................................16
ARTICLE VI
Distributions and Reports to
Series [ ] Certificateholders
Section 6.01. Distributions..............................................17
Section 6.02. Monthly Performance Statement and Monthly
Servicer's Certificate.....................................17
Section 6.03. Monthly Computation Statement..............................17
ARTICLE VII
Final Distributions; Sale of Credit Card Receivables
Section 7.01. Sale of Certificateholders' Interest Pursuant
to Section 2.06 or 10.01 of the Agreement..................17
Section 7.02. Distribution of Proceeds of Sale, Disposition
or Liquidation of the Receivables Pursuant to
Section 9.02 of the Agreement..............................18
Section 7.03. Sale of Credit Card Receivables............................19
ARTICLE IX
Miscellaneous Provisions
Section 8.01. Ratification of Agreement..................................20
Section 8.02. Counterparts...............................................20
Section 8.03. Governing Law..............................................20
Section 8.04. Construction of Agreement..................................20
Section 8.05. Excluded Series............................................20
ii
<PAGE>
EXHIBITS
Exhibit A Form of Payment Request
Exhibit B Form of Monthly Performance Statement
Exhibit C Form of Monthly Servicer's Certificate
Exhibit D Form of Monthly Computation Statement
Exhibit E Form of Credit Card Participation Certificate
iii
<PAGE>
SERIES [ ] SUPPLEMENT dated as of [ ], [ ],
among CITIBANK (SOUTH DAKOTA), N.A., a
national banking association, Seller and Servicer;
CITIBANK (NEVADA), NATIONAL ASSOCIATION, a national
banking association, Seller; and BANKERS TRUST
COMPANY, a New York banking corporation, as Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of May 29, 1991
(as amended and supplemented, the "Agreement"), among the Sellers, the Servicer
and the Trustee, the Sellers have created Citibank Credit Card Master Trust I
(the "Trust"). Section 6.03 of the Agreement provides that the Sellers may from
time to time direct the Trustee to issue, on behalf of the Trust, one or more
new Series of Investor Certificates representing fractional undivided interests
in the Trust. The Principal Terms of any new Series are to be set forth in a
Supplement to the Agreement.
Pursuant to this Series Supplement, the Sellers and the Trustee shall
create a new Series of Certificates constituting Investor Certificates and
specify the Principal Terms thereof.
ARTICLE I
Creation of the Series [ ] Certificates
Section 1.01. Designation. (a) There is hereby created a Series of Investor
Certificates to be issued pursuant to the Agreement and this Series Supplement
to be known as "Citibank Credit Card Master Trust I, Series [ ]". Such Investor
Certificates shall be issued in one Class and shall be known as the "Series [ ]
Credit Card Participation Certificates" or the "Series [ ] Certificates" and
shall be substantially in the form of Exhibit E.
(b) Series [ ] shall be included in Group Two. Notwithstanding any
provision in the Agreement or in this Series Supplement, the first Distribution
Date with respect to Series [ ] shall be the [ ] [ ] Distribution Date. Series [
] shall be an Excluded Series to the extent specified in Section 8.05.
(c) If any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Agreement, the terms
and provisions of this Series Supplement shall govern.
1
<PAGE>
ARTICLE II
Definitions
Section 2.01. Definitions. (a) Whenever used in this Series Supplement, the
following words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.
"Allocable Defaulted Amount" shall mean, with respect to any Due Period, an
amount equal to the product of (a) the Series [ ] Allocation Percentage with
respect to such Due Period, (b) the Floating Allocation Percentage with respect
to such Due Period and (c) the Defaulted Amount with respect to such Due Period.
"Allocable Finance Charge Collections" shall mean, with respect to any Due
Period, the product of (a) the Series [ ] Allocation Percentage for such Due
Period and (b) the aggregate amount of Collections in respect of Finance Charge
Receivables relating to such Due Period.
"Allocable Miscellaneous Payments" shall mean, with respect to any
Distribution Date, the product of (a) the Series [ ] Allocation Percentage for
the related Due Period and (b) Miscellaneous Payments with respect to the
related Due Period.
"Allocable Principal Collections" shall mean, with respect to any Due
Period, the product of (a) the Series [ ] Allocation Percentage for such Due
Period and (b) the aggregate amount of Collections in respect of Principal
Receivables relating to such Due Period.
"Available Investor Principal Collections" shall mean, with respect to any
Due Period, the sum of (a) an amount equal to Investor Principal Collections for
such Due Period, plus (b) Allocable Miscellaneous Payments on deposit in the
Collection Account for such Due Period, plus (c) Series [ ] Excess Principal
Collections on deposit in the Collection Account for such Due Period, plus (d)
Subordinated Series Reallocated Principal Collections on deposit in the
Collection Account for such Due Period, plus (e) the Reassignment Amount.
"Closing Date" shall mean [ ], [ ].
"Cut-Off Date" shall mean [ ], [ ].
"Determination Date" shall mean the earlier of the fifth Business Day and
the eighth calendar day preceding the seventh day of each calendar month (or, if
such seventh day is not a Business Day, the next succeeding Business Day).
2
<PAGE>
"Distribution Date" shall mean the seventh day of each calendar month, or
if the seventh day is not a Business Day, the next succeeding Business Day,
commencing [ ], [ ].
"Duff & Phelps" shall mean Duff & Phelps Credit Rating Co. and its
successors.
"Early Amortization Period" shall mean the period beginning at the close of
business on the Business Day immediately preceding the day on which an
Amortization Event with respect to Series [ ] is deemed to have occurred, and
ending upon the earlier to occur of (i) the payment in full to the Series [ ]
Certificateholders of the Series [ ] Invested Amount, and (ii) the Termination
Date.
"Fitch" shall mean Fitch IBCA, Inc. and its successors.
"Floating Allocation Percentage" shall mean, with respect to any Due
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the highest Series [ ] Invested Amount
during such Due Period and the denominator of which is the product of (a) the
total amount of Principal Receivables in the Trust as of the last day of the
immediately preceding Due Period and (b) the Series [ ] Allocation Percentage
with respect to the Due Period in respect of which the Floating Allocation
Percentage is being determined; provided, however, that, with respect to the
first Due Period, the Floating Allocation Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the highest Series [ ]
Invested Amount during such first Due Period and the denominator of which is the
product of (x) the total amount of Principal Receivables in the Trust on the
Cut-Off Date and (y) the Series [ ] Allocation Percentage with respect to the
CutOff Date; provided further, that with respect to any Due Period in which a
Lump Addition occurs or a removal of Accounts pursuant to Section 2.10 of the
Agreement occurs, the amount referred to in clause (a) shall be the weighted
average of the amount of Principal Receivables in the Trust on the date on which
such Lump Addition or removal of Accounts occurs (after giving effect thereto)
and the last day of the immediately preceding Due Period.
"Group Two" shall mean Series [ ] and each other Series specified in the
related Supplement to be included in Group Two.
"Indenture" shall mean the Indenture, dated as of [ ], [ ], between
Citibank Credit Card Issuance Trust, as Issuer, and Bankers Trust Company, as
Trustee, as amended and supplemented from time to time.
"Initial Dollar Principal Amount" shall have the meaning specified in the
Indenture.
3
<PAGE>
"Interest Deposit Date" shall mean, with respect to any Due Period, each
date on which any portion of the Targeted Interest Deposit Amount is to be
deposited.
"Investor Charge-Offs" shall have the meaning specified in Section 4.03.
"Investor Finance Charge Collections" shall mean, with respect to any Due
Period, an amount equal to (a) the product of (i) the Floating Allocation
Percentage for such Period and (ii) Allocable Finance Charge Collections
deposited in the Collection Account for the related Due Period, minus (b) the
aggregate amount of Servicer Interchange for such Period.
"Investor Principal Collections" shall mean, with respect to any Due
Period, the Principal Allocation Percentage of Allocable Principal Collections
deposited in the Collection Account for such Due Period (or any partial Due
Period which occurs as the first Due Period during the Early Amortization
Period).
"Monthly Computation Statement" shall mean a statement substantially in the
form of Exhibit D.
"Moody's" shall mean Moody's Investors Service, Inc. and its successors.
"Net Servicing Fee Rate" shall mean (a) so long as Citibank (South Dakota)
or an Affiliate of Citibank (South Dakota) is the Servicer, 0.37% per annum and
(b) if Citibank (South Dakota) or an Affiliate of Citibank (South Dakota) is no
longer the Servicer, 0.77% per annum.
"Outstanding" shall have the meaning specified in the Indenture.
"Payment Request" shall mean a statement substantially in the form of
Exhibit A.
"Principal Allocation Percentage" shall mean, with respect to any Due
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Series Adjusted Invested Amount as of
the last day of such Due Period and the denominator of which is the product of
(a) the total amount of Principal Receivables in the Trust as of the last day of
the immediately preceding Due Period and (b) the Series [ ] Allocation
Percentage with respect to the Due Period in respect of which the Principal
Allocation Percentage is being determined; provided, however, that, with respect
to any Due Period in which a Lump Addition occurs or a removal of Accounts
pursuant to Section 2.10 of the Agreement occurs, the amount referred to in
clause (a) shall be the weighted average of the amount of Principal Receivables
in the Trust on the date on which such Lump Addition or removal of Accounts
occurs (after giving
4
<PAGE>
effect thereto) and the last day of the immediately preceding Due
Period.
"Principal Deposit Date" shall mean, with respect to any Due Period, each
date on which any portion of the Targeted Principal Deposit Amount is to be
deposited.
"Reassignment Amount" shall mean, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (a) the Series [ ] Invested Amount on such
Distribution Date, (b) the Targeted Interest Deposit Amount required to be
deposited on each Interest Deposit Date with respect to the immediately
preceding Due Period, (c) any Targeted Interest Deposit Amount due and not yet
deposited from any prior Interest Deposit Dates and (d) any other fees and
expenses of the Issuer relating to the issuance of Notes.
"Receivables Sale Proceeds" shall mean [ ].
"Revolving Period" shall mean the period beginning at the close of business
on the Business Day immediately preceding the Cut-Off Date and ending on the
close of business on the day the Early Amortization Period commences.
"Segregated Sellers' Interest" shall mean a dollar amount of Sellers'
Interest designated from time to time by the Series [ ] Certificate
Representative to the Servicer, as notified to the Servicer pursuant to Section
506 of the Indenture.
"Sellers' Percentage" shall mean 100% minus (a) the Floating Allocation
Percentage, when used with respect to Finance Charge Receivables and Defaulted
Receivables, and (b) the Principal Allocation Percentage, when used with respect
to Principal Receivables.
"Series Adjusted Invested Amount" shall have the meaning specified in
Section 5.01(a).
"Series [ ]" or "Series [ ] Certificates" shall mean any investor
certificate in the Master Trust created by this Series Supplement.
"Series [ ] Allocation Percentage" shall mean, with respect to any Due
Period, the Series Allocation Percentage with respect to Series [ ] for such Due
Period.
"Series [ ] Certificateholders" shall mean the Holders of Series [ ]
Certificates.
"Series [ ] Certificateholders' Interest" shall mean that portion of the
Certificateholders' Interest evidenced by the Series [ ] Certificates.
5
<PAGE>
"Series [ ] Certificate Representative" shall mean (a) if there is one
Holder of the Series [ ] Certificates, such Holder or the designee of such
Holder, and (b) if there is more than one Holder of the Series [ ] Certificates,
the designee of the Holders of a majority of the outstanding principal balance
of the Series [ ] Certificates.
"Series [ ] Default Amount" shall mean, with respect to any Due Period, an
amount equal to the Allocable Defaulted Amount for such Due Period.
"Series [ ] Excess Principal Collections" shall mean, with respect to any
Due Period, an amount equal to the Series [ ] Principal Shortfall for such Due
Period; provided, however, that if the aggregate amount of Excess Principal
Collections for all Series for such Due Period is less than the aggregate amount
of Principal Shortfalls for all Series for such Due Period, then Series [ ]
Excess Principal Collections for such Due Period shall equal the product of (x)
Excess Principal Collections for all Series for such Due Period and (y) a
fraction, the numerator of which is the Series [ ] Principal Shortfall for such
Due Period and the denominator of which is the aggregate amount of Principal
Shortfalls for all Series for such Due Period.
"Series [ ] Invested Amount" shall have the meaning specified in Section
5.01(a).
"Series [ ] Monthly Servicing Fee" shall have the meaning specified in
Section 3.01.
"Series [ ] Principal Shortfall" shall equal
(a) for any Due Period with respect to the Revolving Period, the
excess of (i) the Targeted Principal Deposit Amount for such Due Period
(plus any Targeted Principal Deposit Amount from prior Due Periods for
which no deposit was made) over (ii) Available Investor Principal
Collections for such Due Period (excluding any portion thereof attributable
to Series [ ] Excess Principal Collections); and
(b) for any Due Period with respect to the Early Amortization Period,
the excess of (i) the Series [ ] Invested Amount over (ii) Available
Investor Principal Collections for such Due Period (excluding any portion
thereof attributable to Series [ ] Excess Principal Collections).
"Series Supplement" shall mean this Series Supplement as amended and
supplemented from time to time.
"Servicer Interchange" shall mean, for any Due Period, the product of (a)
the Floating Allocation Percentage for such Due
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Period and (b) the portion of Allocable Finance Charge Collections deposited in
the Collection Account for such Due Period that is attributable to Interchange;
provided, however, that Servicer Interchange for a Due Period shall not exceed
one-twelfth of the product of (i) the Series [ ] Allocable Invested Amount as of
the last day of the preceding Due Period and (ii) 1.50%.
"Servicing Fee" shall have the meaning specified in Section 3.01.
"Servicing Fee Rate" shall mean 2.27% per annum.
"Standard & Poor's" shall mean Standard & Poor's Ratings Services and its
successors.
"Subordinated Series" shall mean any Series which, pursuant to the terms of
the related Supplement, is subordinated in any manner to the Series [ ]
Certificates.
"Subordinated Series Reallocated Principal Collections" shall mean, with
respect to any Due Period, that portion of Collections of Principal Receivables
allocable to a Subordinated Series which, pursuant to the terms of the related
Supplement, are to be reallocated to Series [ ] and treated as a portion of
Available Investor Principal Collections for such Due Period.
"Targeted Interest Deposit Amount" shall mean, for any tranche with respect
to any Due Period, the dollar amount equal to all amounts targeted to be
deposited into the applicable Interest Funding sub-Account for each tranche on
the applicable Interest Deposit Date for each tranche following the end of such
Due Period, as notified to the Servicer pursuant to a Payment Request.
"Targeted Principal Deposit Amount" shall mean, for any tranche with
respect to any Due Period, the dollar amount equal to all amounts targeted to be
deposited into the applicable Principal Funding sub-Account for each tranche on
the applicable Principal Deposit Date for each tranche following the end of such
Due Period, as notified to the Servicer pursuant to a Payment Request.
"Termination Date" shall mean the [ ] 2020 Distribution Date, as such date
may be extended from time to time by notice from the Series [ ]
Certificateholders to the Trustee, and upon the issuance of a Master Trust and
Issuer Tax Opinion and upon satisfaction of the Rating Agency Condition.
"Termination Proceeds" shall mean any Termination Proceeds arising out of a
sale of Receivables (or interests therein) pursuant to Section 12.02(c) of the
Agreement with respect to Series [ ].
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(b) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the term "Adverse Effect" shall mean whenever used in this Series
Supplement or the Agreement with respect to Series [ ] with respect to any
action, that such action will (i) at the time of its occurrence or at any future
date result in the occurrence of an Amortization Event, or (ii) adversely affect
the amount of funds available to be distributed to the Series [ ]
Certificateholders pursuant to this Series Supplement or the timing of such
distributions.
(c) As used in this Series Supplement and in the Agreement with respect to
Series [ ], "highest investment category" shall mean (i) in the case of Standard
& Poor's, A-1+ or AAA, as applicable, (ii) in the case of Moody's, P-1 or Aaa,
as applicable, (iii) in the case of Duff & Phelps, D-1+ or AAA, as applicable,
and (iv) in the case of Fitch, F-1+ or AAA, as applicable. If at any time before
the Series [ ] Invested Amount is paid in full there is no longer a Series or
Class of Investor Certificates rated in the highest category by both Standard &
Poor's and Moody's, then the term "Rating Agency Condition" for all purposes of
this Series Supplement and the Agreement shall be deemed to include the
additional requirement that the Series [ ] Certificate Representative shall have
consented to such action (which consent shall not be unreasonably withheld).
(d) All capitalized terms used herein and not otherwise defined herein have
the meanings ascribed to them in the Agreement, or in the Indenture, as the case
may be.
(e) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series Supplement
as a whole and not to any particular provision of this Series Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" means "including without limitation".
(f) Notwithstanding any provision of the Agreement or this Series
Supplement, the term "Eligible Institution", when used in the Agreement with
respect to Series [ ] shall mean a depository institution organized under the
laws of the United States or any one of the states thereof, including the
District of Columbia (or a domestic branch of a foreign bank), which at all
times (a) has (i) a long-term unsecured debt rating of A2 or better by Moody's
and (ii) a certificate of deposit rating of P-1 by Moody's and (b) has (i) in
the case of the Collection Account, if such depository institution is an
Affiliate of Citicorp, a certificate of deposit rating of A-1 or better by
Standard & Poor's or (ii) for any other depository institution (or for any
Affiliate of Citicorp, in the case of any Series Account), either (x) a
long-term unsecured debt rating of AAA by Standard & Poor's
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or (y) a certificate of deposit rating of A-1+ by Standard &
Poor's.
Section 2.02. Amendment to Definition of "Series Adjusted Invested Amount".
(a) Notwithstanding any provision of the Agreement or this Series Supplement,
the term "Series Adjusted Invested Amount", when used in the Agreement or this
Series Supplement with respect to Series [ ], shall have the meaning provided in
Section 5.01(a).
(b) Each of the Sellers hereby represents and warrants to the Trustee as of
the date of this Series Supplement that, on or before the date of this Series
Supplement, the conditions set forth in Section 13.01(a) of the Agreement have
been satisfied with respect to the amendment set forth in Section 2.02(a).
ARTICLE III
Servicer and Trustee
Section 3.01. Servicing Compensation. A monthly servicing fee (the
"Servicing Fee") shall be payable to the Servicer, in arrears, on each
Distribution Date in respect of the prior Due Period (or portion thereof)
occurring before the earlier of the first Distribution Date following the
Termination Date and the first Distribution Date on which the Series [ ]
Invested Amount is zero, in the aggregate amount specified below.
On each Distribution Date, Servicer Interchange with respect to the related
Due Period that is on deposit in the Collection Account shall be withdrawn from
the Collection Account and paid to the Servicer in payment of a portion of the
Servicing Fee payable by the Series [ ] Certificateholders with respect to such
Due Period.
The share of the Servicing Fee allocable to the Series [ ]
Certificateholders (after giving effect to the distribution of Servicer
Interchange, if any, to the Servicer) with respect to any Distribution Date (the
"Series [ ] Monthly Servicing Fee") shall be equal to one-twelfth of the product
of (a) the Net Servicing Fee Rate and (b) the Series [ ] Invested Amount as of
the last day of the Due Period second preceding such Distribution Date;
provided, however, with respect to the first Distribution Date, the Series [ ]
Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Series
[ ] Invested Amount at the Net Servicing Fee Rate for the period from the
Closing Date to but excluding the first Distribution Date, calculated on the
basis of a 360-day year of twelve 30-day months.
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On each Distribution Date, the Banks shall pay a portion of the Servicing
Fee with respect to the related Due Period in an amount equal to one-twelfth of
the product of (a) the Servicing Fee Rate, (b) the Sellers' Participation Amount
as of the last day of the Due Period second preceding such Distribution Date
(or, if a Lump Addition occurs or a removal of Accounts pursuant to Section 2.10
of the Agreement occurs in the following Due Period, the weighted average of the
Sellers' Participation Amount on the date on which such Lump Addition or removal
of Accounts occurs (after giving effect thereto) and the last day of the second
preceding Due Period) and (c) the Series [ ] Allocation Percentage for the
related Due Period. In no event shall the Trust, the Trustee or the Series [ ]
Certificateholders be liable for the share of the Servicing Fee to be paid by
the Banks.
The (i) Series [ ] Monthly Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution pursuant to Section
4.02(a)(i).
Section 3.02. Trustee Appointment of Agents. The Trustee may appoint one or
more agents to perform any of the Trustee's duties, responsibilities or
obligations with respect to Series [ ]; provided, however, that regardless of
the appointment of any agent pursuant to this Section 3.02, the Trustee shall
continue to be fully responsible for all of its duties, responsibilities and
obligations with respect to Series [ ].
ARTICLE IV
Rights of Series [ ] Certificateholders and
Allocation and Application of Collections
Section 4.01. Allocations. (a) Allocations. Collections of Finance Charge
Receivables and Principal Receivables, Defaulted Receivables and Miscellaneous
Payments allocated to Series [ ] pursuant to Article IV of the Agreement shall
be allocated and distributed or reallocated as set forth in this Article.
(b) Payments to the Sellers. (i) The Servicer shall withdraw from the
Collection Account and pay to the Sellers on each Deposit Date the following
amounts:
(A) an amount equal to the Sellers' Percentage for the related Due
Period of Allocable Finance Charge Collections, minus, (1) if Citibank
(South Dakota) or an Affiliate of Citibank (South Dakota) is no longer the
Servicer, the portion of the Servicing Fee with respect to the related Due
Period that is required to be paid by the Banks (which shall be withdrawn
from the Collection Account and paid to the Servicer on the related
Distribution Date) and (2) an amount
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<PAGE>
equal to the lesser of the amounts referred to in Section
5.03(a) and Section 5.03(b); and
(B) an amount equal to the Sellers' Percentage for the related Due
Period of Allocable Principal Collections, if the Sellers' Participation
Amount (determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) exceeds zero.
(ii) The Servicer shall withdraw from the Collection Account and pay to the
Sellers on the Distribution Date with respect to each Due Period, an amount
equal to the Finance Charge Collections allocable to the Segregated Sellers'
Interest for any prior Due Period which have not been paid to the Series [ ]
Certificateholders pursuant to Section 5.03 with respect to such prior Due
Period; and
(iii) The withdrawals to be made from the Collection Account pursuant to
this Section 4.01(b) do not apply to deposits into the Collection Account that
do not represent Collections, including Transfer Deposit Amounts, Adjustment
Payments, payment of the purchase price for the Certificateholders' Interest
pursuant to Section 2.06 or 10.01 of the Agreement, payment of the purchase
price for the Series [ ] Certificateholders' Interest pursuant to Section 7.01
and proceeds from the sale, disposition or liquidation of Receivables pursuant
to Section 7.03 hereof or Section 9.02 or 12.02 of the Agreement.
Section 4.02. Application of Investor Finance Charge Collections, Available
Investor Principal Collections and Series [ ] Excess Principal Collections. The
Servicer shall allocate (if Citibank (South Dakota) is the Servicer and the
Collection Account is maintained with Citibank (South Dakota)) or shall cause
the Trustee to allocate, with respect to each Due Period, Investor Finance
Charge Collections, Available Investor Principal Collections and Series [ ]
Excess Principal Collections on deposit in the Collection Account with respect
to such Due Period, to make the following payments and distributions:
(a) With respect to each Due Period, an amount equal to the Investor
Finance Charge Collections with respect to such Due Period will be
allocated and distributed in the following priority; provided, however,
that if the funds on deposit in the Collection Account available therefor
are less than the sum of the amounts specified in clauses (i) and (ii)
below, such funds shall be allocated between such paragraphs in proportion
to the respective amounts specified in such clauses:
(i) An amount equal to the Series [ ] Monthly Servicing Fee for
such Due Period shall be allocated to the Servicer (unless such amount
has been netted against deposits to the Collection Account). Such
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<PAGE>
amount will be paid to the Servicer on the applicable
Distribution Date or as soon thereafter as practicable.
(ii) An amount equal to the aggregate amount of unreimbursed
Investor Charge-Offs (after giving effect to any reimbursements of
Investor Charge-Offs on such date from Allocable Miscellaneous
Payments pursuant to Section 4.03) shall be allocated to reimburse
Investor Charge-Offs pursuant to Section 4.03.
(iii) An amount equal to the balance, if any, of such Investor
Finance Charge Collections then on deposit in the Collection Account
shall be allocated to the Series [ ] Certificateholders. Such amounts
will be paid to the Series [ ] Certificate Representative in the
amounts specified in the applicable Payment Request on the applicable
Interest Deposit Dates, as notified to the Servicer in the applicable
Payment Request.
(b) With respect to each Due Period with respect to the Revolving
Period, an amount equal to the Available Investor Principal Collections
deposited in the Collection Account for the related Due Period will be
allocated and distributed in the following priority:
(i) An amount equal to the lesser of (A) unreimbursed Investor
Charge-Offs on such date (after giving effect to any reimbursements of
unreimbursed Investor Charge-Offs made on such date pursuant to
Section 4.03), and (B) the portion of such Available Investor
Principal Collections consisting of Allocable Miscellaneous Payments
shall be applied to reimburse Investor Charge-Offs pursuant to Section
4.03.
(ii) An amount equal to the sum of the Targeted Principal Deposit
Amount specified in the applicable Payment Request for such Due Period
(plus any unpaid Targeted Principal Deposit Amount from any prior Due
Periods) allocated to the Series [ ] Certificateholders. Such amounts
will be paid to the Series [ ] Certificate Representative in the
amounts specified in the applicable Payment Request on the applicable
Principal Deposit Date or Interest Deposit Dates, as notified to the
Servicer in the applicable Payment Request.
(iii) an amount equal to the balance, if any, of such Available
Investor Principal Collections then on deposit in the Collection
Account shall be treated as Excess Principal Collections and applied
in accordance with Section 4.04 of the Agreement.
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(c) With respect to each Due Period with respect to an Early
Amortization Period, an amount equal to Available Investor Principal
Collections deposited in the Collection Account for the related Due Period
will be distributed in the following priority:
(i) an amount equal to the lesser of (A) unreimbursed Investor
Charge-Offs for such Due Period (after giving effect to any
reimbursements of unreimbursed Investor Charge-Offs made on such date
pursuant to Section 4.03), and (B) the portion of such Available
Investor Principal Collections consisting of Allocable Miscellaneous
Payments shall be applied to reimburse Investor Charge-Offs pursuant
to Section 4.03; and
(ii) an amount equal to the Series [ ] Invested Amount shall be
paid to the Series [ ] Certificateholders;
(iii) an amount equal to the balance, if any, of such Available
Investor Principal Collections then on deposit in the Collection
Account shall be treated as Excess Principal Collections and applied
in accordance with Section 4.04 of the Agreement.
Section 4.03. Investor Charge-Offs. With respect to any Due Period, if the
Series [ ] Default Amount for such Due Period exceeds (i) the amount of
Allocable Finance Charge Collections with respect to such Due Period minus (ii)
the amount of the Series [ ] Monthly Servicing Fee with respect to such Due
Period paid pursuant to Section 4.02(a)(i), the Series [ ] Invested Amount shall
be reduced by the amount of such excess, but not by more than the Series [ ]
Default Amount for such Due Period (an "Investor Charge-Off"). Investor
Charge-Offs shall thereafter be reimbursed and the Series [ ] Invested Amount
increased (but not by an amount in excess of the aggregate Investor Charge-Offs)
with respect to any Due Period by the sum of (a) the amount of Allocable
Miscellaneous Payments with respect to such Due Period allocated and available
for that purpose pursuant to Sections 4.02(b)(ii) and (c)(ii), and (b) the
amount of Investor Finance Charge Collections allocated and available for that
purpose pursuant to Section 4.02(a)(ii).
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ARTICLE V
Definitions of Series Invested Amount,
Series Adjusted Invested Amount, Principal Amount;
Payment Requests,
Principal Funding sub-Account Shortfall
Section 5.01. Definitions of Series Invested Amount, Series Adjusted
Invested Amount and Principal Amount. (a) The Series Invested Amount, the Series
Adjusted Invested Amount and the principal amount of the Series [ ]
Certificates, as of the end of any Due Period, will be the sum of the indicated
items.
<TABLE>
<S> <C> <C> <C>
principal
Series amount of
Series Adjusted the Series
Invested Invested [ ]
Component Amount Amount Certificates
--------- -------- -------- ------------
(a) Increases in the Series
[ ] Invested Amount, Series Adjusted
Invested Amount and principal
amount of the Series [ ] Certificate
(i) The cumulative sum of the
Initial Dollar Principal Amount
of each tranche of Notes as of
the end of the applicable Due
Period pursuant to clause (a) X X X
of the definition of Nominal
Liquidation Amount in the
Indenture
(ii) (A) The cumulative sum of
accretions of interest on
Discount Notes targeted to be
deposited (whether or not
actually deposited) by the X
Series [ ]
Certificateholders pursuant to
Section 519(a) of the Indenture
(B) The cumulative sum of
accretions of interest on
Discount Notes actually paid by
the Series [ ] X X
Certificateholders to the Trust
pursuant to Sections 507 and
519(a) of the Indenture
(iii) The cumulative sum of
reinvestments from releases of
prefunding amounts pursuant to X X X
Section 511(d) of the Indenture
(iv) The cumulative sum of reimbursement
of Investor Charge-Offs made
pursuant to X X Section 519(c) of
the Indenture
</TABLE>
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<PAGE>
principal
Series amount of
Series Adjusted the Series
Invested Invested [ ]
Component Amount Amount Certificates
--------- -------- -------- ------------
(v) The cumulative sum of
reimbursements of Investor
Charge-Offs pursuant to Section X X
4.02(a)(ii), 4.02(b)(i) and
4.02(c)(i)
(b) Decreases in the [ ] Series
Invested Amount, Series Adjusted
Invested Amount and principal
amount of the Series [ ]
Certificates
(i) The cumulative sum of all
payments of Available Investor
Principal Collections allocated
pursuant to Section 4.02(b)(ii)
or Section 4.02(c)(ii) which X X
are reallocated pursuant to
Section 502(b)(i) of the
Indenture to pay interest on
the Notes
(ii) (A) The cumulative sum of all
payments of Available Investor
Principal Collections (other
than those referred to in item X X
(b)(i)) paid to the Series [
] Certificateholders
(B) With respect to all
tranches of Notes with a
Nominal Liquidation Amount of
zero, the cumulative sum of all
Available Investor Principal
Collections (other than those
referred to in item (b)(i))
paid to the Series [ ] X
Certificateholders and on
deposit in the Principal
Funding sub-Account for or paid
to the holders of such Notes
pursuant to Section 511(a), (b)
or (c) of the Indenture
(iii) The aggregate Nominal
Liquidation Amount of
accelerated Class C Notes that
cease to be Outstanding under (see clause
the Indenture after a sale of X X (c) below)
Receivables pursuant to Section
7.03 hereof and Section 708 of
the Indenture
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<PAGE>
principal
Series amount of
Series Adjusted the Series
Invested Invested [ ]
Component Amount Amount Certificates
--------- -------- -------- ------------
(iv) The aggregate Nominal
Liquidation Amount of Notes
have reached their Legal
Maturity Dates and that cease
to be Outstanding under the X X (see clause
Indenture after a sale of (c) below)
Receivables pursuant to Section
7.03 hereof and Section 522 of
the Indenture
(v) Investor Charge-Offs allocated X X
to the Series [ ]
Certificates pursuant to
Section 4.03
(c) Notwithstanding anything herein to the contrary, upon payment by the
Trust to the Series [ ] Certificate Representative of the proceeds of a sale of
Receivables pursuant to Section 7.03 with respect to any tranche of Notes, the
principal amount of the Series [ ] Certificates will be reduced by an amount
equal to the Adjusted Outstanding Dollar Principal Amount of the affected
tranche of Notes, as notified by the Series [ ] Certificate Representative to
the Seller.
d) The Servicer will compute the Series [ ] Invested Amount, the Series
Adjusted Invested Amount of the Series [ ] Certificates and the principal amount
for each Due Period based on the information in the applicable Monthly
Computation Statement.
Section 5.02. Payment Request. The Series [ ] Certificate Representative
may from time to time, in its sole discretion and without the consent of the
Sellers or any other Person, by delivery of a Payment Request, request the
payment of an allocation of Investor Finance Charge Receivables available
pursuant to Section 4.02(a)(iii) or payment of an allocation of Available
Investor Principal Collections available pursuant to Section 4.02(b)(ii) to be
made on the Interest Deposit Dates and Principal Deposit Dates specified in the
applicable Payment Request.
Section 5.03. Finance Charges Allocable to Segregated Sellers' Interest.
The Series [ ] Certificate Representative may from time to time, with respect to
any Due Period, request a payment to be made from Finance Charge Collections
allocable to the Segregated Sellers' Interest held in the Collection Account, in
an amount not greater than the lesser of:
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<PAGE>
(a) the aggregate amount of all Principal Funding subAccount Shortfall
Amounts with respect to such Due Period, and
(b) the aggregate amount of all Finance Charge Collections allocable
to the Segregated Sellers' Interest less any losses and servicing fees with
respect to such Due Period and held in the Collection Account pursuant to
Section 4.01(b).
The Servicer shall pay such amount to the Series [ ] Certificateholders on the
date specified in such request. Any such Finance Charge Receivables with respect
to any Due Period which are not paid to the Series [ ] Certificateholders
pursuant to the foregoing may be paid to the Sellers pursuant to Section
4.01(b)(ii) on the Distribution Date next following such Due Period.
ARTICLE VI
Distributions and Reports to
Series [ ] Certificateholders
Section 6.01. Distributions. Except as provided in Section 12.02 of the
Agreement with respect to a final distribution, distributions to Series [ ]
Certificateholders hereunder shall be made by check mailed to each Series [ ]
Certificateholder at such Certificateholder's address appearing in the
Certificate Register (or, to the extent specified by the Series [ ] Certificate
Representative in a written notice to the Trustee and the Servicer, by wire
transfer in accordance with such notice) without presentation or surrender of
any Series [ ] Certificate or the making of any notation thereon.
Section 6.02. Monthly Performance Statement and Monthly Servicer's
Certificate. Not later than the fourth Business Day preceding each Distribution
Date, the Servicer shall deliver to the Trustee, the Series [ ] Certificate
Representative and each Rating Agency (i) a Monthly Performance Statement
substantially in the form of Exhibit B prepared by the Servicer and (ii) a
certificate of a Servicing Officer substantially in the form of Exhibit C.
Section 6.03. Monthly Computation Statement. Not later than the fourth
Business Day preceding each Distribution Date, the Servicer, in cooperation with
the Series [ ] Certificate Representative, shall complete a Monthly Computation
Statement substantially in the form of Exhibit D.
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<PAGE>
ARTICLE VII
Final Distributions; Sale of Credit Card Receivables
Section 7.01. Sale of Certificateholders' Interest Pursuant to Section 2.06
or 10.01 of the Agreement. (a) Purchase Price. (i) The amount to be paid by the
Sellers with respect to Series [ ] in connection with a repurchase of the
Certificateholders' Interest pursuant to Section 2.06 of the Agreement shall
equal the Reassignment Amount for the Due Period in which the reassignment
obligation arises under the Agreement.
(ii) The amount to be paid by the Sellers with respect to Series [ ] in
connection with a repurchase of the Certificateholders' Interest pursuant to
Section 10.01 of the Agreement shall equal the Reassignment Amount for the
Distribution Date of such repurchase.
(b) With respect to the Reassignment Amount deposited into the Collection
Account pursuant to this Section 7.01 or any Termination Proceeds from the sale
of Receivables (or interests therein) allocable to the Series [ ]
Certificateholders' Interest deposited into the Collection Account pursuant to
Section 12.02(c) of the Agreement, the Trustee shall, not later than 12:00 noon,
New York City time, on the date of deposit, make deposits or distributions of
such amounts and pay such amounts to the Series [ ] Certificateholders.
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount payable to the Series [ ] Certificateholders
pursuant to Section 10.01 of the Agreement and all amounts on deposit in the
Collection Account for distribution to the Series [ ] Certificateholders shall
be distributed in full to the Series [ ] Certificateholders on such date and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.
Section 7.02. Distribution of Proceeds of Sale, Disposition or Liquidation
of the Receivables Pursuant to Section 9.02 of the Agreement. (a) Not later than
12:00 noon, New York City time, on the Distribution Date following the date on
which Insolvency Proceeds are deposited into the Collection Account pursuant to
Section 9.02(b) of the Agreement, the Trustee shall (after giving effect to any
deposits and distributions otherwise to be made on such Distribution Date)
deduct an amount equal to the Series [ ] Invested Amount on such Distribution
Date from the portion of the Insolvency Proceeds allocated to Allocable
Principal Collections and pay such amount to the Class [ ] Certificateholders,
provided that the amount of such payment shall not exceed the product of (x) the
portion of the Insolvency Proceeds allocated to Allocable Principal Collections
and (y) the Principal Allocation Percentage with respect to the related Due
Period. The remainder of the portion of the Insolvency Proceeds
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<PAGE>
allocated to Allocable Principal Collections shall be allocated to the Sellers'
Interest and shall be released to the Sellers on such Distribution Date.
(b) Not later than 12:00 noon, New York City time, on such Distribution
Date, the Trustee shall (in the following priority and, in each case, after
giving effect to any deposits and distributions otherwise to be made on such
Distribution Date) deduct an amount equal to the Targeted Interest Deposit
Amount for all Outstanding tranches of Notes under the Indenture for the current
Due Period or any Targeted Interest Deposit Amount for earlier Due Periods that
have not been deposited, and pay such amount to the Class [ ]
Certificateholders, provided that the amount of such payment shall not exceed
the product of (x) the portion of the Insolvency Proceeds allocated to Allocable
Finance Charge Collections and (y) the Floating Allocation Percentage with
respect to such Due Period. The remainder of the Insolvency Proceeds allocated
to Allocable Finance Charge Collections shall be distributed to the Sellers on
such Distribution Date.
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount to be paid to the Series [ ] Certificateholders
pursuant to this Section, and all amounts on deposit in the Collection Account
for distribution to the Series [ ] Certificateholders shall be distributed in
full to the Series [ ] Certificateholders on the Distribution Date on which
funds are deposited pursuant to this Section (or, if not so deposited on a
Distribution Date, on the immediately following Distribution Date) and shall be
deemed to be a final distribution pursuant to Section 12.02 of the Agreement.
(d) Notwithstanding any provision of the Agreement or this Series
Supplement, for purposes of Section 9.02(a) of the Agreement, the Holders of the
Series [ ] Certificates shall not be deemed to have disapproved a liquidation of
the Receivables following an Insolvency Event with respect to any of the Sellers
unless holders of more than 50% of the aggregate unpaid principal amount of the
Series [ ] Certificates shall have disapproved of such liquidation.
Section 7.03. Sale of Credit Card Receivables. Upon notice to the Servicer
by the Series [ ] Certificate Representative pursuant to Section 523 or 702 of
the Indenture with respect to any tranche of accelerated Class C Notes or any
tranche of Notes which has reached its Legal Maturity Date, the Trustee will
cause the Trust to sell Principal Receivables and the related Finance Charge
Receivables (or interests therein) in an amount specified by the Series [ ]
Certificate Representative which shall be a portion of the Invested Amount of
the Series [ ] equal to 110% of the Nominal Liquidation Amount of the affected
tranche of Notes, calculated as of the end of the prior Due Period (after giving
effect to deposits and distributions otherwise to be made with respect to such
Due Period); provided, however, that in no
19
<PAGE>
event shall such amount of such Receivables sold exceed the following amount:
Nominal Liquidation
Amount of the affected Series Allocation
tranche of Notes Percentage as of Receivables in
- ----------------------- x the end of the most x the Master Trust
Nominal Liquidation recently completed
Amount of all Due Period
Outstanding Notes
The proceeds from such sale shall be immediately paid to the Series [ ]
Certificate Representative.
ARTICLE IX
Miscellaneous Provisions
Section 8.01. Ratification of Agreement. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
Section 8.02. Counterparts. This Series Supplement may be executed in two
or more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.
Section 8.03. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 8.04. Construction of Agreement. The Sellers hereby confirm that
the security interest granted to the Trustee pursuant to Section 13.18 of the
Agreement is for the benefit of the Investor Certificateholders.
Section 8.05. Excluded Series. Upon Notification by the Series [ ]
Certificate Representative to the Trustee, pursuant to Section [ ] of the
Indenture, that a portion of the Invested Amount of the Series [ ]
(corresponding to the Nominal Liquidation Amount of a series, class or tranche
of Notes issued pursuant to the Indenture) is to be considered an Excluded
Series, then the Trustee shall designate such portion of the Invested Amount of
the Series [ ] as Excluded Series under the Master Trust. All other portions of
the Invested Amount of the Series [ ] shall not be considered Excluded Series.
20
<PAGE>
IN WITNESS WHEREOF, the Sellers, the Servicer and the Trustee have caused
this Series Supplement to be duly executed by their respective officers as of
the day and year first above written.
CITIBANK (SOUTH DAKOTA), N.A.,
Seller and Servicer,
by
-----------------------------
Name:
Title:
CITIBANK (NEVADA), NATIONAL
ASSOCIATION, Seller,
by
-----------------------------
Name:
Title:
BANKERS TRUST COMPANY, Trustee,
by
-----------------------------
Name:
Title:
21
<PAGE>
EXHIBIT A
[FORM OF] PAYMENT REQUEST
From: Citibank (South
Dakota), N.A., as
Series [ ]
Certificate
Representative under
the Series [ ]
Supplement and as
Managing Beneficiary
of the Citibank
Credit Card Issuance
Trust
To: Citibank (South Dakota),
N.A., as Servicer under
Citibank Credit Card
Master Trust I
Date:
Citibank Credit Card Master Trust I
Series [ ] Certificate
Due Period ending [ ], 20__
[Reference is made to the Series [ ] Supplement, dated as of [ ] (the
"Series [ ] Supplement"), among [ ], and Indenture, dated as of
[ ] (the "Indenture"), among [ ]. Terms used herein have the
meanings provided in the Series [ ] Supplement or the Indenture, as
applicable.
The Series [ ] Representative requests the following payments with
respect to the Series [ ] Certificate be made on the following dates:
A. Allocations of Investor Finance Charge Collections available pursuant to
Section 4.02(a)(iii) of the Series [ ] Supplement.
1. Required pursuant to Section 501(a) of the
Indenture (to pay accrued and unpaid costs,
expenses and fees of the Trustee pursuant to
Section 807 of the Indenture, to be paid as
soon as practicable after the end of the
applicable Due Period)..............$________
<PAGE>
2. Required pursuant to Section 501(b) of the
Indenture (to make the targeted deposits to
the Interest Funding Account pursuant to
Section 503 of the Indenture, to be paid on
the applicable Interest Deposit Date)
Interest Deposit
Tranche Date Amount
$
$
$
$
$
Total............. $________
3. Required pursuant to Section 501(c) of the
Indenture (to make the targeted deposits to
the Class C Reserve Account pursuant to
Section 517 of the Indenture, on the
applicable Monthly Interest Date
Monthly Interest
Tranche Date Amount
$
$
$
$
$
Total.............. $________
4. Required pursuant to Section 501(d) of the
Indenture (to make the targeted reinvestment
in the Invested Amount of the Series [ ]
Certificate pursuant to Section 519(a) of the
Indenture, to be paid to the Servicer as soon
as practicable after the end of the
applicable Due Period)............................... $________
5. Balance of the Investor Finance Charge
Collections available pursuant to Section
4.02(a)(iii) of the Series [ ]
Supplement to be paid to the Issuer as soon
as practicable after the end of the
applicable Due Period................................. $________
2
<PAGE>
B. Allocations of Available Investor Principal Collections available
pursuant to Section 4.02(b)(ii) of the Series [ ] Supplement.
1. Required pursuant to Section 502(a) of the
Indenture (to fund deficiencies in the
amounts to be paid pursuant to Items A1 and
A2, subject to the limitations set forth in
the Indenture, to be paid on the applicable
Interest Deposit Date)
Interest Deposit
Tranche Date Amount
$
$
$
$
$
Total............. $________
2. Required pursuant to Section 502(b) of the
Indenture (to make the targeted deposits to
the Principal Funding Account pursuant to
Section 508 of the Indenture, to be paid on
the applicable Principal Deposit Date)
Principal
Tranche Deposit Date Amount
$
$
$
$
$
Total............ $________
3. Balance of the Available Investor Principal
Collections available pursuant to Section
4.02(b)(ii) of the Series [ ] Supplement to
be paid to the Servicer to be reinvested in
the Invested Amount of the Series [ ]
3
<PAGE>
Certificate as soon as practicable after the
end of the applicable Due Period............. $________
CITIBANK CREDIT CARD ISSUANCE
TRUST, as Issuer
By: CITIBANK (SOUTH DAKOTA), N.A.,
as Managing Beneficiary
By: __________________________
Name:
Title:
<PAGE>
EXHIBIT B
[FORM OF] MONTHLY COMPUTATION STATEMENT
Date:
Citibank Credit Card Master Trust I
Series [ ] Certificate
Due Period ending [ ], 20__
Reference is made to the Series [ ] Supplement, dated as of [ ] (the
"Series [ ] Supplement"), among [ ], and Indenture, dated as of [ ] (the
"Indenture"), among [ ]. Terms used herein have the meanings provided in the
Series [ ] Supplement or the Indenture, as applicable.
The computations of the Series [ ] Invested Amount, the Series Adjusted
Invested Amount for Series [ ], the Nominal Liquidation Amount, the principal
amount of the Series [ ] Certificate, and as of the end of the Due Period
ending [ ], 20__ (the "applicable Due Period"), are as follows:
A. Increases in the components of the Series [ ] Invested Amount, the Series
Adjusted Invested Amount for Series [ ] and the principal amount of the
Series [ ] Certificate, as of the end of the applicable Due Period
1. The cumulative sum of the Initial Dollar
Principal Amount of each tranche of Notes as
of the end of the applicable Due Period
pursuant to Section 5.01(a)(i) of the Series
[ ] Supplement and clause (a) of the
definition of "Nominal Liquidation Amount" in
the Indenture
From all prior Due Periods............$________
From the applicable Due Period........$________
Total...................................................$________
2(a). The cumulative sum of accretions of interest on
Discount Notes targeted to be deposited (whether
or not actually deposited and paid to by the
Issuer to the Servicer) for reinvestment in the
Series [ ] Invested Amount pursuant to Section
5.01(a)(ii)(A) of the Series [ ] Supplement and
Section 519(a) of the Indenture
From all prior Due Periods.............$________
From the applicable Due Period.........$________
Total...................................................$________
2(b). The cumulative sum of accretions of interest on
Discount Notes paid by the Issuer to the Master
Trust for reinvestment in the Series [ ] Invested
Amount pursuant to Section 5.01(a)(ii)(B) of the
Series [ ] Supplement and Sections 507(b) of the
Indenture
<PAGE>
From all prior Due Periods..............$________
From the applicable Due Period..........$________
Total...................................................$________
3. The cumulative sum of reinvestments from releases
of prefunding amounts paid to by the Issuer to the
Servicer for reinvestment in the Series [ ]
Invested Amount pursuant to Section 5.01(a)(iii)
of the Series [ ] Supplement and Sections 511(d)
and 519(b) of the Indenture
From all prior Due Periods...............$________
From the applicable Due Period...........$________
Total...................................................$________
4. The cumulative sum of reimbursements of Investor
Charge-Offs paid by the Issuer to the Servicer for
reinvestment in the Series [ ] Invested Amount
pursuant to Section 5.01(a)(iv) of the Series [ ]
Supplement and Section 519(c) of the Indenture
From all prior Due Periods...............$________
From the applicable Due Period...........$________
Total...................................................$________
SUBTOTAL: All amounts paid by the Issuer to the
Master Trust (Sum of Items A1, A2(b), A3 and A4)........$________
5. The cumulative sum any reimbursements of Investor
Charge-Offs made pursuant to Section 5.01(a)(v) of
the Series [ ] Supplement
From all prior Due Periods................$________
From the applicable Due Period............$________
Total....................................................$________
B. Decreases in the components of the Series [ ] Invested Amount, the Series
Adjusted Invested Amount for Series [ ], and the principal amount of the
Series [ ] Certificate as of the end of the applicable Due Period
1. The cumulative sum of all payments of principal
collections paid to the Issuer pursuant to Section
4.02(b)(ii) or Section 4.02(c)(ii) of the Series
Supplement which are reallocated pursuant to
Section 5.01(b)(ii)(A) of the Series [ ]
Supplement or Section 502(b)(i) the Indenture to
pay interest on the Notes
From all prior Due Periods................$________
2
<PAGE>
From the applicable Due Period............$________
Total.....................................................$________
2(a). The cumulative sum of all payments of principal
collections paid to the Issuer (other than those
referred to in item B(1) above) on deposit in
Principal Funding Account or have been withdrawn
from the Principal Funding Account pursuant to
Section 511(a), (b) or (c) of the Indenture
From all prior Due Periods.................$________
From the applicable Due Period.............$________
Total......................................................$________
SUBTOTAL All payments of principal collections by
the Master Trust to the Issuer (Sum of Items B1
and B2(a)).................................................$________
2(b). With respect to all tranches of Notes with a
Nominal Liquidation Amount of zero, the cumulative
sum of all payments of principal collections to
the Issuer (other than those referred to in item
B(1) above) on deposit in Principal Funding
Account or withdrawn from the Principal Funding
Account pursuant to Section 511(a), (b) or (c) of
the Indenture
From all prior Due Periods.................$________
From the applicable Due Period.............$________
Total......................................................$________
3. Nominal Liquidation Amount of accelerated Class C
Notes which cease to be Outstanding pursuant
Section [ ] of the Indenture after a sale of
credit card receivables pursuant to Section 7.03
of the Series [ ] Supplement and Section 708 of
the Indenture
From all prior Due Periods.................$________
From the applicable Due Period.............$________
Total......................................................$________
4. Nominal Liquidation Amount of tranches of Notes
which have reached their Legal Maturity Dates and
which cease to be Outstanding after a sale of
credit card receivables pursuant to Section 703 of
the Series [ ] Supplement and Section 522 of the
Indenture
From all prior Due Periods.................$________
From the applicable Due Period.............$________
3
<PAGE>
Total......................................................$________
5. Investor Charge-Offs allocated to the Series [ ]
Certificate pursuant to Sections 4.03 and
5.01(b)(v) of the Series [ ] Supplement and clause
(b)(vi) of the definition of Nominal Liquidation
Amount in the Indenture
From all prior Due Periods.................$________
From the applicable Due Period.............$________
Total............ ..........................................$________
C. Series [ ] Invested Amount and aggregate Nominal Liquidation Amount of
the Notes (sum of Items A1, A2(b), A3, A4 and A5, less Items B1, B2(a),
B3, B4 and B5)...................................................$________
D. Series Adjusted Invested Amount for Series [ ] (sum of Items A1, A2(b),
A3, A4 and A5, less Items B1, B2(b), B3, B4 and B5)..............$________
E. 1. Principal amount of the Series [ ] Certificate and aggregate
Adjusted Outstanding Principal Amount of the Notes (sum of
Items A1, A2(a) and A3, less Item B2)*......................$________
2. Aggregate amount on deposit in the Principal Funding
Account.....................................................$________
3. Aggregate Outstanding Dollar Principal Amount of the Notes (sum of
Items E1 and E2)............................................$________
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer of Citibank Credit
Card Master Trust I,
By
--------------------------
Name:
Title:
CITIBANK CREDIT CARD ISSUANCE
TRUST, as Issuer
By: CITIBANK (SOUTH DAKOTA),
N.A., as Managing Beneficiary
By:
---------------------------
Name:
Title:
- --------
* But subject to Section 5.01(c) of the Series [ ]
Supplement.
4
<PAGE>
EXHIBIT C
[FORM OF] MONTHLY PERFORMANCE STATEMENT
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
-----------------------------------------------------------
CITIBANK CREDIT CARD MASTER TRUST I
SERIES [ ]
-----------------------------------------------------------
The undersigned, a duly authorized representative of Citibank (South
Dakota), N.A., as Servicer ("Citibank (South Dakota)"), pursuant to the
Pooling and Servicing Agreement dated as of May 29, 1991 (as amended and
supplemented, the "Agreement"), as supplemented by the Series [ ] Supplement
(as amended and supplemented, the "Series Supplement"), among Citibank (South
Dakota), Seller and Servicer, Citibank (Nevada), National Association, Seller,
and Bankers Trust Company, as Trustee, certifies the information set forth
below. Capitalized terms herein have their respective meanings as set forth in
the Agreement or Series Supplement, as applicable.
This Certificate relates to the Due Period ending on [ ] and the
related Distribution Date.
A. Information Regarding the Portfolio
1. Portfolio Yield ......................................_____%
Yield component [Finance Charge Receivables
collected during the Due Period / Principal
Receivables in the Trust on the last day of the
prior Due Period] ...................................._____%
Credit loss component [net charged-off Principal
Receivables during the Due Period / Principal
Receivables in the Trust on the last day of the
prior Due Period]....................................._____%
2. New purchase rate [aggregate purchases of
merchandise and services during the Due Period /
Receivables in the Trust on the last day of the
prior Due Period]....................................._____%
3. Total payment rate [aggregate Collections during
the Due Period / Receivables in the Trust on the
last day of the prior Due Period] ...................._____%
<PAGE>
4. Principal payment rate [aggregate collections with
respect to Principal Receivables during the Due
Period / Principal Receivables in the Trust on the
last day of the prior Due Period] ...................._____%
5. Aggregate amount of Principal Receivables in the
Trust
Beginning of Due Period ..............................$_____
Average ..............................................$_____
End of Due Period ....................................$_____
6. Delinquencies (Aggregate outstanding balances in
the Accounts that were delinquent by the time
periods listed below as of the close of business
of the month preceding the Distribution Date, as a
percentage of aggregate Receivables as of the last
day of the Due Period)
Current .............................................._____%
5-34 days delinquent ................................._____%
35-64 days delinquent ................................_____%
65-94 days delinquent ................................_____%
95-124 days delinquent ..............................._____%
125-154 days delinquent .............................._____%
155-184 days delinquent .............................._____%
B. Information Regarding Series [ ] for the applicable Due
Period
1. Allocable Investor Finance Charge Collections.........$_____
2. (a) Investor Principal Collections for
such Due Period.................................$_____
(b) Allocable Miscellaneous Payments................$_____
(c) Series [ ] Excess Principal
Collections.....................................$_____
(d) Subordinated Series Reallocated
Principal Collections...........................$_____
(e) Available Investor Principal Collections
(Sum of Items 2(a), 2(b), 2(c) and
2(d))............................................$_____
3. Investor
Charge-Offs...........................................$_____
4. Reimbursements of Investor
Charge-Offs...........................................$_____
2
<PAGE>
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer,
By:_________________________________
Name:
Title:
3
<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 [ ]
The undersigned, a duly authorized representative of Citibank (South
Dakota), N.A., as Servicer ("Citibank (South Dakota)"), pursuant to the
Pooling and Servicing Agreement dated as of May 29, 1991 (as amended and
supplemented, the "Agreement"), as supplemented by the Series [ ] Supplement
(as amended and supplemented, the "Series Supplement"), among Citibank (South
Dakota), N.A., Seller and Servicer, Citibank (Nevada), National Association,
Seller, and Bankers Trust Company, Trustee, certifies as follows:
1. Capitalized terms used herein have their respective meanings as set
forth in the Agreement or Series Supplement, as applicable.
2. Citibank (South Dakota) is, as of the date hereof, the Servicer under
the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring on .
5. As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations under the
Agreement through the Due Period preceding such Distribution Date [or, if
there has been a default in the performance of any such obligation, set forth
in detail the (i) nature of such default, (ii) the action taken by the Sellers
and Servicer, if any, to remedy such default and (iii) the current status of
each such default; if applicable, insert "None"].
6. As of the date hereof, to the best knowledge of the undersigned, no
Amortization Event has occurred or has been deemed to have occurred on or
before such Distribution Date.
7. As of the date hereof, to the best knowledge of the undersigned, no
Lien has been placed on any of the Receivables other than pursuant to the
Agreement (or, if there is a Lien, such Lien consists of_________).
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate on , 20 .
<PAGE>
CITIBANK (SOUTH DAKOTA), N.A., as
Servicer,
By:_________________________
Name:
Title:
2
<PAGE>
EXHIBIT E
THIS SERIES [ ] CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. BY ITS
ACCEPTANCE HEREOF, EACH PURCHASER REPRESENTS AND AGREES THAT IT IS ACQUIRING
THIS SERIES [ ] CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC
DISTRIBUTION HEREOF AND THAT NEITHER THIS SERIES [ ] CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED,
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE ACT AND ANY
APPLICABLE PROVISIONS OF ANY STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS SERIES [ ] CERTIFICATE IS
SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE AGREEMENT AND THE SERIES
SUPPLEMENT THERETO REFERRED TO HEREIN.
NEITHER THIS SERIES [ ] CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN
ACCORDANCE WITH THE AGREEMENT AND SERIES SUPPLEMENT REFERRED TO HEREIN.
REGISTERED No. R-[ ]
CITIBANK CREDIT CARD MASTER TRUST I
SERIES [ ]
CREDIT CARD PARTICIPATION CERTIFICATE
This Certificate represents an undivided interest in certain
assets of the
CITIBANK CREDIT CARD MASTER TRUST I
the corpus of which consists primarily of receivables generated
from time to time in the ordinary course of business in a
portfolio of revolving credit card accounts by
CITIBANK (SOUTH DAKOTA), N.A.
and
CITIBANK (NEVADA),
NATIONAL ASSOCIATION
and, in certain circumstances, certain Additional Sellers (as defined in the
Pooling and Servicing Agreement referred to below).
(Not an interest in or obligation of Citibank
(South Dakota), N.A., Citibank (Nevada),
National Association, any Additional Sellers or
any affiliate thereof)
<PAGE>
This certifies that CITIBANK CREDIT CARD ISSUANCE TRUST (the "Series [ ]
Certificateholder") is the registered owner of a fractional undivided interest
in certain assets of a trust (the "Trust") created pursuant to the Pooling and
Servicing Agreement dated as of May 29, 1991 (as amended and supplemented, the
"Agreement"), as supplemented by the Series [ ] Supplement dated as of [ ], [
] (as amended and supplemented, the "Series Supplement"), among Citibank
(South Dakota), N.A., a national banking association, as Seller and Servicer,
Citibank (Nevada), National Association, a national banking association, as
Seller, and Bankers Trust Company, a New York banking corporation, as trustee
(the "Trustee"). The corpus of the Trust consists of (i) a portfolio of all
receivables (the "Receivables") existing in the revolving credit card accounts
identified under the Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from cardholders in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account and (v) all other assets and interests constituting the
Trust. Although a summary of certain provisions of the Agreement and the
Series Supplement is set forth below and on the Summary of Terms and
Conditions attached hereto and made a part hereof, this Series [ ] Certificate
does not purport to summarize the Agreement and the Series Supplement and
reference is made to the Agreement and the Series Supplement for information
with respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the Trustee.
A copy of the Agreement and the Series Supplement (without schedules) may be
requested from the Trustee by writing to the Trustee at the Corporate Trust
Office. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement or the Series Supplement,
as applicable.
This Series [ ] Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series Supplement, to which
Agreement and Series Supplement, each as amended and supplemented from time to
time, the Series [ ] Certificateholder by virtue of the acceptance hereof
assents and is bound.
In general, payments of principal with respect to the Series [ ]
Certificates are limited to the Series [ ] Invested Amount, which may be less
than the unpaid principal balance of the Series [ ] Certificates. The
Termination Date of the Series [ ] Certificates is the [ ] 20[ ] Distribution
Date, as such date may be extended from time to time by notice from the Issuer
to the Trust with the consent of the Trust. Principal with respect to the
Series [ ] Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. If the
principal of the Series [ ] Certificates is not paid in full on or before the
2
<PAGE>
Termination Date, the Trustee will sell or cause to be sold on such
Termination Date Principal Receivables (and the related Finance Charge
Receivables) (or interests therein) in an amount equal to 110% of the Series [
] Invested Amount as of such Termination Date, subject to certain limitations,
and shall immediately deposit the Termination Proceeds allocable to the Series
[ ] Certificateholders' Interest in the Collection Account. The Termination
Proceeds shall be allocated and distributed to the Series [ ]
Certificateholders in accordance with the Series Supplement.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual or facsimile signature, this Series [ ]
Certificate shall not be entitled to any benefit under the Agreement or the
Series Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Banks have caused this Series [ ] Certificate to
be duly executed.
CITIBANK (SOUTH DAKOTA), N.A.,
by
____________________________
Name:
Title:
CITIBANK (NEVADA), NATIONAL
ASSOCIATION,
by
____________________________
Name:
Title:
Dated:
3
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series [ ] Certificates described in the within-mentioned
Agreement and Series Supplement.
BANKERS TRUST COMPANY, as
Trustee,
by
____________________________
Name:
Title: Authorized Officer
or
By: CITIBANK, N.A.,as
Authenticating Agent
for the Trustee,
by
____________________________
Name:
Title: Authorized Officer
4
<PAGE>
CITIBANK CREDIT CARD MASTER TRUST I
SERIES [ ]
CREDIT CARD PARTICIPATION CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise generally
from the purchase of merchandise and services and amounts advanced to
cardholders as cash advances and Finance Charge Receivables which arise
generally from Periodic Rate Finance Charges, Cash Advance Fees, Late Payment
Fees and annual membership fees with respect to the Accounts. This Series [ ]
Certificate is one of a series of Certificates entitled Citibank Credit Card
Master Trust I, Series [ ] Credit Card Participation Certificates (the "Series
[ ] Certificates"), each of which represents a fractional undivided interest
in certain assets of the Trust. The Trust Assets are allocated in part to the
certificateholders of all outstanding Series (the "Certificateholders'
Interest") with the remainder allocated to the Sellers. The aggregate interest
represented by the Series [ ] Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Series [ ]
Invested Amount at such time. The Series [ ] Invested Amount on any date will
be as computed in accordance with the Series Supplement. A Sellers'
Certificate has been issued to the Sellers pursuant to the Agreement which
represents the Sellers' Interest.
Subject to the terms and conditions of the Agreement, the Sellers may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Series [ ] Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Series [ ] Certificateholder's pro
rata share of such amounts as are payable to the Series [ ] Certificateholders
pursuant to the Agreement and the Series Supplement. Distributions with
respect to this Series [ ] Certificate will be made by the Paying Agent by
check mailed to the address of the Series [ ] Certificateholder of record
appearing in the Certificate Register (or, pursuant to Section 6.01 of the
Series Supplement, to the extent specified by the Series [ ] Certificate
Representative in a written notice to the Trustee and the Servicer, by wire
transfer in accordance with such notice) without the presentation or surrender
of this Series [ ] Certificate or the making of any notation thereon (except
for the final distribution in respect of this Series [ ] Certificate). Final
payment of this Series [ ] Certificate will be made only upon presentation and
surrender of this Series [ ] Certificate at
5
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the office or agency specified in the notice of final distribution delivered
by the Trustee to the Series [ ] Certificateholders in accordance with the
Agreement and the Series Supplement.
This Series [ ] Certificate does not represent an obligation of, or an
interest in, the Sellers, the Servicer or any affiliate of any of them and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality. This Series [ ] Certificate is
limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
hereinabove and in the Agreement and the Series Supplement.
The Agreement or any Supplement may, subject to certain conditions, be
amended by the Sellers, the Servicer and the Trustee without Investor
Certificateholder consent. The Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Trustee's rights, duties or
immunities under the Agreement or otherwise.
The Agreement or any Supplement may also be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by
the Servicer, the Sellers and the Trustee, with the consent of the Holders of
Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of all adversely affected
Series, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Agreement or any Supplement or of
modifying in any manner the rights of the Investor Certificateholders;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of or delay the timing of any distributions to be made to Investor
Certificateholders or deposits of amounts to be so distributed without the
consent of each affected Investor Certificateholder, (ii) change the
definition of or the manner of calculating the interest of any Investor
Certificateholder without the consent of each affected Investor
Certificateholder, (iii) reduce the aforesaid percentage required to consent
to any such amendment without the consent of each Investor Certificateholder
or (iv) adversely affect the rating of any Series or Class by the Rating
Agency without the consent of the Holders of Investor Certificates of such
Series or Class evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of such Series or Class. The
Trustee may, but shall not be obligated to, enter into any such amendment
which affects the Trustee's rights, duties or immunities under this Agreement
or otherwise.
Subject to the limitations set forth in the Series Supplement, the
transfer of this Series [ ] Certificate shall be registered in the Certificate
Register upon surrender of this
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Series [ ] Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Series [ ] Certificateholder or such
Series [ ] Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, and thereupon one or more new Series [ ]
Certificates of authorized denominations and for the same aggregate fractional
undivided interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations therein
set forth, Series [ ] Certificates are exchangeable for new Series [ ]
Certificates evidencing like aggregate fractional undivided interests as
requested by the Series [ ] Certificateholder surrendering such Series [ ]
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name
this Series [ ] Certificate is registered as the owner hereof for all
purposes, and neither the Servicer nor the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them, shall be affected
by notice to the contrary except in certain circumstances described in the
Agreement.
THIS SERIES [ ] CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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ASSIGNMENT
Social Security or other identifying number of assignee
_________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________
_________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ______________ _____________________*
Signature Guaranteed:
______________________
________________________
(*) NOTE: The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within
Certificate in every particular, without alteration, enlargement or any change
whatsoever.
8
=============================================================================
CITIBANK CREDIT CARD ISSUANCE TRUST
TRUST AGREEMENT
dated as of [ ], [ ]
among
CITIBANK (NEVADA), NATIONAL ASSOCIATION,
and
CITIBANK (SOUTH DAKOTA), N.A.,
as Beneficiaries,
and
[NAME OF TRUSTEE],
as Trustee
==============================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
Definitions
SECTION 1.01. Definitions.................................................1
SECTION 1.02. Generic Terms...............................................4
ARTICLE II
Organization;
Declaration of Trust by the Trustee
SECTION 2.01. Formation of Trust; Name.....................................5
SECTION 2.02. Transfer of Property to Trust; Initial Capital
Contribution of Trust Estate...............................5
SECTION 2.03. Purposes and Powers; Trust To Operate as a
Single Purpose Entity......................................5
SECTION 2.04. Declaration of Trust by the Trustee..........................8
SECTION 2.05. Title to Trust Estate........................................8
SECTION 2.06. Nature of Interest in the Trust Estate.......................9
SECTION 2.07. Situs of Trust...............................................9
SECTION 2.08. Tax Matters..................................................9
SECTION 2.09. Fiscal Year..................................................9
-i-
<PAGE>
Page
ARTICLE III
Invested Amount,
Representations and Warranties of the Beneficiaries
SECTION 3.01. Invested Amount of Series [ ] Certificate..............9
SECTION 3.02. Representations and Warranties of the Beneficiaries........10
ARTICLE IV
Distributions of Funds
SECTION 4.01. Distribution of Funds......................................12
SECTION 4.02. Payments from Trust Estate Only............................12
SECTION 4.03. Method of Payment .........................................12
ARTICLE V
Duties of the Trustee
SECTION 5.01. Action Upon Instructions...................................12
SECTION 5.02. No Duty to Act Under Certain Circumstances.................14
SECTION 5.03. No Duties Except Under Specified Agreements or
Instructions.............................................14
SECTION 5.04. Trust Operation............................................14
SECTION 5.05. Execution of Documents.....................................15
-ii-
<PAGE>
Page
ARTICLE VI
Concerning the Trustee Bank
SECTION 6.01. Acceptance of Trust and Duties.............................16
SECTION 6.02. Furnishing of Documents....................................17
SECTION 6.03. Representations and Warranties as to the Trust Estate......17
SECTION 6.04. Signature of Returns.......................................18
SECTION 6.05. Reliance; Advice of Counsel................................18
SECTION 6.06. Not Acting in Individual Capacity..........................18
SECTION 6.07. Representations and Warranties.............................18
ARTICLE VII
Termination of Trust Agreement
SECTION 7.01. Termination................................................19
SECTION 7.02. Certificate of Cancelation.................................20
ARTICLE VIII
Successor Trustees, Co-Trustees
and Separate Trustees
SECTION 8.01. Resignation and Removal of the Trustee;
Appointment of Successors................................20
SECTION 8.02. Transfer Procedures........................................20
SECTION 8.03. Qualification of Trustee...................................21
SECTION 8.04. Co-trustees and Separate Trustees..........................21
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<PAGE>
Page
ARTICLE IX
Amendments
SECTION 9.01. Amendments.................................................21
ARTICLE X
Ownership Interests and Certificates
SECTION 10.01. Issuance of Trust Certificates............................22
SECTION 10.02. Beneficial Interest; Prohibitions on Transfer.............22
SECTION 10.03. Lost or Destroyed Trust Certificate.......................23
ARTICLE XI
Compensation of Trustee and Indemnification
SECTION 11.01. Trustee's Fees and Expenses...............................24
SECTION 11.02. Indemnification .........................................24
ARTICLE XII
Miscellaneous
SECTION 12.01. Conveyance by the Trustee is Binding......................25
SECTION 12.02. Instructions; Notices.....................................25
SECTION 12.03. Severability .........................................27
SECTION 12.04. Limitation of Liability...................................27
-iv-
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Page
SECTION 12.05. Separate Counterparts.....................................28
SECTION 12.06. Successors and Assigns....................................28
SECTION 12.07. Headings..................................................28
SECTION 12.08. Governing Law.............................................28
SECTION 12.09. No Recourse...............................................28
Exhibits
Exhibit A -- Form of Trust Certificate
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<PAGE>
TRUST AGREEMENT dated as of [ ], [ ], among
CITIBANK (NEVADA), NATIONAL ASSOCIATION ("Citibank
(Nevada)"), CITIBANK (SOUTH DAKOTA), N.A. ("Citibank
(South Dakota)"), and together with Citibank (Nevada),
and any of their respective successors and assigns the
"Beneficiaries"), and [NAME OF TRUSTEE], a Delaware
banking corporation, as owner trustee (the "Trustee").
In consideration of the mutual agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Definitions. (a) Capitalized terms used herein and not
defined herein have the meaning assigned to them in the Series [ ]
Supplement. For purposes of this Agreement, the following terms have the
following meanings:
"Agreement" means this Trust Agreement.
"Beneficiaries" is defined above in the preamble to this Agreement.
"Beneficiary Percentage" means, (a) with respect to Citibank (Nevada),
[ ]%, and (b) with respect to Citibank (South Dakota), [ ]%; provided,
however, that (i) such percentages may be adjusted from time to time upon
notice by the Managing Beneficiary to the Trustee of such adjustment, and
(ii) the sum of the Beneficiary Percentages will always be 100%.
"Citibank (Nevada)" is defined above in the preamble to this
Agreement.
"Citibank (South Dakota)" is defined above in the preamble to this
Agreement.
<PAGE>
"Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time.
"Deliveries" is defined in Section 12.02.
"Disqualification Event" with respect to the Trustee means (a) the
bankruptcy, insolvency or dissolution of the Trustee, (b) the occurrence of
the date of resignation of the Trustee, as set forth in a notice of
resignation given pursuant to Section 8.01, or (c) the delivery to the
Trustee of the instrument or instruments of removal referred to in Section
8.01 (or, if such instruments specify a later effective date of removal,
the occurrence of such later date), or (d) failure of the Trustee to
qualify under the requirements of Section 8.03.
"Governmental Authority" means the United States of America, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.
"Indemnified Person" is defined in Section 11.02.
"Indenture" means the Indenture, dated as of [ ], [ ] (as amended and
supplemented from time to time), between the Trustee, on behalf of the
Trust, and the Indenture Trustee.
"Indenture Trustee" means Bankers Trust Company as trustee under the
Indenture, and each successor trustee under the Indenture.
"Managing Beneficiary" means the Beneficiary selected by the
Beneficiaries holding a majority of the Beneficiary Percentages, and if not
selected by the Beneficiaries, then by the Trustee. Initially, Citibank
(South Dakota) will be the Managing Beneficiary.
"Master Trust" means Citibank Credit Card Master Trust I.
"Note" is defined in the Indenture.
"Ownership Interest" means the Ownership Interests issued by the Trust
hereunder with the rights and privileges set forth in Section 10.01.
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<PAGE>
"Person" means any legal person, including any individual,
corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, governmental entity or other entity of
similar nature.
"Periodic Filing" means any filing or submission that the Trust is
required to make with any federal, state or local authority or regulatory
agency.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of May 29, 1991 (as amended and supplemented), among
the Citibank (Nevada) and Citibank (South Dakota) as Sellers, Citibank
(South Dakota) as Servicer, and Bankers Trust Company as Trustee, as
supplemented by the Series [ ] Supplement.
"Requirement of Law" means any law, treaty, rule or regulation, or
determination of an arbitrator or Governmental Authority, whether Federal,
state or local, and, when used with respect to any Person, the certificate
of incorporation and by-laws or other charter or governing documents of
such Person.
"Securities Act" means the Securities Act of 1933, as amended.
"Sellers' Interest" is defined in the Pooling and Servicing Agreement.
"Series [ ] Certificate" is defined in the Series [ ] Supplement.
"Series [ ] Supplement" means the Series [ ] Supplement, dated as of
[...................], [....], relating to the Pooling and Servicing Agreement
as it may be amended or supplemented from time to time.
"Trust" means the trust established by this Agreement.
"Trust Certificate" is defined in Section 10.01.
"Trust Estate" is defined in Section 2.04.
"Trustee" means [Name of Trustee], a Delaware banking corporation, in
its capacity as owner trustee hereunder, and each successor trustee under
Article VIII, in its capacity as owner
3
<PAGE>
trustee hereunder, and each co-trustee under and to the extent provided in
Section 8.04, in its capacity as owner trustee hereunder.
"Trustee Bank" means [Name of Trustee] in its individual capacity,
each bank appointed as successor Trustee under Article VIII in its
individual capacity and each bank appointed as co-trustee under and to the
extent provided in Section 8.04 in its individual capacity.
SECTION 1.02. Generic Terms. (a) The terms "hereby", "hereof",
"hereto", "herein", "hereunder" and any similar terms will refer to this
Agreement.
(b) Unless otherwise indicated in context, the terms "Article",
"Section", "Exhibit" or "Schedule" will refer to an Article or Section of,
or an Exhibit or Schedule to, this Agreement.
(c) Words of the masculine, feminine or neuter gender mean and include
the correlative words of other genders, and words importing the singular
number mean and include the plural number and vice versa.
(d) The terms "include", "including" and similar terms will be
construed as if followed by the phrase "without limitation".
(e) All terms defined in this Agreement will have the defined meanings
when used in any certificate or other document made or delivered pursuant
hereto or in connection herewith unless otherwise defined therein.
(f) Any agreement, instrument or statute defined or referred to herein
or in any certificate or other document made or delivered pursuant hereto
or in connection herewith means such agreement, instrument or statute as
from time to time amended, modified or supplemented and includes (in the
case of agreements or instruments) references to all attachments thereto
and instruments incorporated therein; references to a Person are also to
its permitted successors and assigns.
4
<PAGE>
ARTICLE II
Organization;
Declaration of Trust by the Trustee
SECTION 2.01. Formation of Trust; Name. The Trust is hereby formed, to
be named "Citibank Credit Card Issuance Trust ", under which name the
Trustee may conduct any activities contemplated hereby.
SECTION 2.02. Transfer of Property to Trust; Initial Capital
Contribution of Trust Estate. Each Beneficiary hereby sells, assigns,
grants and transfers, over to the Trustee, as of the date hereof, $1.00.
The Trustee hereby acknowledges receipt in trust from the Beneficiaries, as
of the date hereof, of the foregoing contribution, which shall constitute
the initial Trust Estate.
SECTION 2.03. Purposes and Powers; Trust To Operate as a Single
Purpose Entity. (a) The purpose of the Trust is to engage solely in a
program of acquiring interests in the Master Trust and issuing Notes under
the Indenture and related activities. Without limiting the generality of
the foregoing, the Trust may:
(i) acquire from Citibank (Nevada) and Citibank (South Dakota)
the Series [ ] Certificate of the Master Trust;
(ii) from time to time, cause the Invested Amount of the Series
[ ] Certificate to be increased and decreased as provided in the Series
[ ] Supplement;
(iii) from time to time, grant a security interest in the Series
[ ] Certificate, including the pledge of any portion of the Invested
Amount of the Series [ ] Certificate, and grant a security interest in
accounts established for the benefit of indebtedness of the Trust, all
to secure indebtedness of the Trust, or make any permitted transfer of
interests in any portion of the Invested Amount of the Series [ ]
Certificate directly or beneficially to any third party;
(iv) from time to time authorize and approve the issuance of
Notes pursuant to the Indenture and, in connection therewith,
determine the terms and provisions of such Notes and of the issuance
and sale thereof, including the following:
5
<PAGE>
(A) determining the principal amount of the Notes,
(B) determining the maturity date of the Notes,
(C) determining the rate of interest, if any, to be paid on
the Notes,
(D) determining the price at which such Notes will be sold
by the Trust,
(E) determining the provisions, if any, for the redemption
of such Notes,
(F) determining the form, terms and provisions of the
indentures, fiscal agency agreements or other instruments under
which the Notes may be issued and the banks or trust companies to
act as trustees, fiscal agents and paying agents thereunder,
(G) preparing and filing all documents necessary or
appropriate in connection with the registration of the Notes
under the Securities Act of 1933, the qualification of indentures
under the Trust Indenture Act of 1939 and the qualification under
any other applicable federal, foreign, state, local or other
governmental requirements,
(H) preparing any offering memorandum or other descriptive
material relating to the issuance of the Notes,
(I) listing the Notes on any United States or non-United
States stock exchange,
(J) entering into one or more interest rate or currency
swaps, caps, collars guaranteed investment contracts or other
derivative agreements with counterparties (which may include,
without limitation, Citibank (South Dakota), Citibank (Nevada) or
any of their affiliates) to manage interest rate or currency risk
relating to the Notes;
(K) appointing a paying agent or agents for purposes of
payments on the Notes and coupons; and
6
<PAGE>
(L) arranging for the underwriting, subscription, purchase
or placement of the Notes and selecting underwriters, managers
and purchasers or agents for that purpose;
(v) from time to time receive payments and proceeds with respect
to the Series [ ] Certificate and the Indenture and either invest or
distribute those payments and proceeds,
(vi) from time to time make deposits to and withdrawals from
accounts established under the Indenture;
(vii) from time to time make and receive payments pursuant to
derivative agreements;
(viii) from time to time make payments on the Notes; and
(ix) from time to time perform such obligations and exercise and
enforce such rights and pursue such remedies as may be appropriate by
virtue of the Trust being party to any of the agreements contemplated
in clauses (i) through (viii) above;
In connection with any of the foregoing, the Trust may (x) execute and
deliver, and/or accept, such instruments, agreements, certificates, Uniform
Commercial Code financing statements and other documents, and create such
security interests, as may be necessary or desirable in connection therewith,
and (y) subject to the terms of this Agreement, take such other action as may
be necessary or incidental to the foregoing.
(b) The Trust and the Managing Beneficiary, on behalf of the Trust,
will be authorized to execute and deliver from time to time loan
agreements, purchase agreements, swap and other derivative agreements,
indentures, notes, security agreements, and other agreements and
instruments as are consistent with the purposes of the Trust. Without
limiting the generality of the foregoing, the Managing Beneficiary, on
behalf of the Trust, is specifically authorized to
7
<PAGE>
execute and deliver without any further act, vote or approval, and
notwithstanding any other provision of this Agreement, the Delaware
Business Trust Act or other applicable law, rule or regulation, agreements,
documents or securities relating to the purposes of the Trust including:
(i) the Indenture and each Issuer's Certificate and supplemental
indenture relating to the Indenture;
(ii) the Notes; and
(iii) each interest rate or currency swap, cap, collar,
guaranteed investment contract or other derivative agreement between
the Trust and a counterparty (which may include, without limitation,
Citibank (Nevada), Citibank (South Dakota) or any of their affiliates)
to manage interest rate or currency risk relating to the Notes.
The authorization set forth in the preceding sentence will not be deemed a
restriction on the power and authority of the Managing Beneficiary, on
behalf of the Trust, to execute and deliver other agreements, documents
instruments and securities.
(c) The Trustee and the Managing Beneficiary will at all times
maintain the books, records and accounts of the Trust separate and apart
from those of any other Person, and will cause the Trust to hold itself out
as being a Person separate and apart from any other Person.
(d) The Trust will not engage in any business or own any assets
unrelated to the purposes of the Trust.
SECTION 2.04. Declaration of Trust by the Trustee. The Trustee hereby
declares that it will hold the initial Trust Estate, the Series [ ]
Certificate and the other documents and assets described in Section 2.03,
together with any payments, proceeds or income of any kind from such
documents or assets or any other source and any other property held under
this Agreement (collectively, the "Trust Estate"), upon the trust set forth
herein and for the sole use and benefit of the Beneficiaries.
SECTION 2.05. Title to Trust Estate. Title to all of the Trust Estate
will be vested in the Trust until this Agreement terminates pursuant to
Article VII; provided, however, that if the laws of any jurisdiction
require that title to any part of the Trust Estate be vested in the
trustees
8
<PAGE>
trust, then title to that part of the Trust Estate will be deemed to be
vested in the Trustee or any co-trustee or separate trustee, as the case
may be, appointed pursuant to Article VIII.
SECTION 2.06. Nature of Interest in the Trust Estate. The
Beneficiaries will not have any legal title to or right to possession of
any part of the Trust Estate.
SECTION 2.07. Situs of Trust. It is the intention of the parties
hereto that the Trust constitute a business trust under Title 12, Chapter
38 of the Delaware Code and that this Agreement constitute the governing
instrument of the Trust. The Trustee will file a certificate of trust
relating to the Trust with the Secretary of State of the State of Delaware.
The office of the Trust will be maintained by the Trustee at [ ],
Wilmington, Delaware [ZIP], or at such other location as the Trustee may
designate by written notice to the Beneficiaries.
SECTION 2.08. Tax Matters. The parties hereto intend that the Trust
will not be treated as a partnership, agency, sole proprietorship or
association for Federal income tax purposes but instead will be treated as
a custodial arrangement for the Beneficiaries, and the parties hereto will
file all their tax returns in a manner consistent with that intent unless
otherwise required by a taxing authority. Except as otherwise expressly
provided herein, any tax elections required or permitted to be made by the
Trust under the Code or otherwise will be made in such manner as may be
determined by the Managing Beneficiary to be in the best interests of the
Beneficiaries. The Trust will not elect to be treated as a corporation for
any tax purpose.
SECTION 2.09. Fiscal Year. The fiscal year of the Trust will end on
the last day of December of each year.
ARTICLE III
Invested Amount,
Representations and Warranties of the Beneficiaries
SECTION 3.01. Invested Amount of Series [ ] Certificate. (a) The
Managing Beneficiary, on behalf of the Trust, may request that the Series [
] Invested Amount and the
9
<PAGE>
Series Adjusted Invested Amount with respect to the Series [ ] Certificate
be increased as provided in Section 5.01(a)(i) and 5.01(b)(i) of the Series
[ ] Supplement if the following conditions precedent are satisfied:
(i) the representations and warranties set forth in Section 3.02
will be true and correct in all material respects; and
(ii) all of the conditions set forth in Section 5.01(c) of the
Series [ ] Supplement will have been satisfied.
(b) The Managing Beneficiary, on behalf of the Trust, may request that
the Series [ ] Invested Amount and the Series Adjusted Invested Amount with
respect to the Series [ ] Certificate will be increased or decreased as
provided in Section 5.01(a)(ii)-(vii) and 5.01(b)(ii)-(viii) of the Series
[ ] Supplement.
SECTION 3.02. Representations and Warranties of the Beneficiaries.
Each Beneficiary hereby represents and warrants to the Trustee as of the
date of this Agreement and as of the date of each increase in the Invested
Amount of the Series [ ] Certificate that:
(a) Such Beneficiary is a national banking association validly
existing under the laws of the United States and has, in all material
respects, full power and authority to own its properties and conduct its
business as presently owned and conducted, and to execute, deliver and
perform its obligations under this Agreement.
(b) Such Beneficiary has been duly organized as an association
licensed as a national banking association and is validly existing and in
good standing under the laws of the United States, is duly qualified to do
business and is in good standing under the laws of each jurisdiction which
requires such qualification wherein it owns or leases material properties
or conducts material business, and has full power and authority to enter
into and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby.
(c) The execution and delivery of this Agreement by such Beneficiary
and the consummation of the transactions provided for in this Agreement
have been duly authorized by such Beneficiary by all necessary corporate
action on the part of such Beneficiary.
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(d) The execution and delivery by such Beneficiary of this Agreement,
the performance of the transactions contemplated by this Agreement and the
fulfillment of the terms hereof applicable to such Beneficiary will not
conflict with or violate any Requirements of Law applicable to such
Beneficiary or conflict with, result in any breach of any of the material
terms and provisions of, or constitute (with or without notice or lapse of
time or both) a material default under, any indenture, contract, agreement,
mortgage, deed of trust or other instrument to which such Beneficiary is a
party or by which it or its properties are bound.
(e) There are no proceedings or investigations, pending or, to the
best knowledge of such Beneficiary, threatened against such Beneficiary
before any Governmental Authority (i) asserting the invalidity of this
Agreement, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement, (iii) seeking any
determination or ruling that, in the reasonable judgment of such
Beneficiary, would materially and adversely affect the performance by such
Beneficiary of its obligations under this Agreement or (iv) seeking any
determination or ruling that would materially and adversely affect the
validity or enforceability of this Agreement.
(f) All authorizations, consents, orders or approvals of or
registrations or declarations with any Governmental Authority required to
be obtained, effected or given by such Beneficiary in connection with the
execution and delivery by such Beneficiary of this Agreement and the
performance of the transactions contemplated by this Agreement have been
duly obtained, effected or given and are in full force and effect.
(g) This Agreement constitutes a legal, valid and binding obligation
of such Beneficiary enforceable against such Beneficiary in accordance with
its terms, except (i) as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect affecting the enforcement of creditors' rights
in general, and (ii) as such enforceability may be limited by general
principles of equity (whether considered in a suit at law or in equity).
(h) The Beneficiaries transferred all of their right, title and
interest in and to the Trust Estate to the Trust free and clear of all
claims, liens and other encumbrances.
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ARTICLE IV
Distributions of Funds
SECTION 4.01. Distribution of Funds. All funds received by the Trust
to the extent not encumbered by the Indenture and otherwise available for
distribution (or if encumbered by the Indenture, which have been released
by the relevant parties benefitting from such encumbrance) will be applied
in the following order of priority:
(i) First, to pay any amounts owing to the Trustee pursuant to
Sections 11.01 and 11.02; and
(ii) Second, to be distributed to the Beneficiaries.
SECTION 4.02. Payments from Trust Estate Only. All payments to be made
by the Trustee under this Agreement will be made only from the income and
the capital proceeds derived from the Trust Estate and only to the extent
that the Trustee will have received income or capital proceeds from the
Trust Estate. Each Beneficiary agrees that it will look solely to the
income and capital proceeds derived from the Trust Estate (to the extent
available for payment as herein provided) and that, except as specifically
provided herein, the Trustee will not be subject to any liability in its
individual capacity under this Agreement to such Beneficiary or to any
other Person.
SECTION 4.03. Method of Payment. All amounts payable to the
Beneficiaries pursuant to this Agreement will be paid by the Trustee to the
applicable Beneficiary or a nominee therefor in such manner as such
Beneficiary may from time to time designate in written instructions to the
Trustee.
ARTICLE V
Duties of the Trustee
SECTION 5.01. Action Upon Instructions. (a) It is the intention of the
Beneficiaries that the powers and duties of the Trustee are to be purely
ministerial only, and that the Managing Beneficiary will have the power to
direct the Trustee as to all nonministerial matters concerning
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the administration of the Trust (to the extent such matters are within the
powers of the Managing Beneficiary). Accordingly, subject to Sections
5.01(b), 5.01(c), and Article XII, the Managing Beneficiary will direct the
Trustee in the management of the Trust and the Trust Estate. Such direction
may be exercised at any time by written instruction of the Managing
Beneficiary pursuant to this Article V.
(b) The Trustee will take such action or actions as may be specified
in any instructions delivered in accordance with Section 5.01(a); provided,
however, that the Trustee will not be required to take any such action if
the Trustee Bank will have been advised by counsel, that such action (i) is
contrary to the terms hereof or of any document contemplated hereby to
which the Trustee is a party or is otherwise contrary to law, or (ii) is
likely to result in liability on the part of the Trustee Bank, unless the
Trustee Bank will have received additional indemnification or security
satisfactory to the Trustee Bank from the Managing Beneficiary against all
costs, expenses and liabilities arising from the Trustee's taking such
action.
(c) The Managing Beneficiary will not direct the Trustee to take or
refrain from taking any action contrary to this Agreement, nor will the
Trustee be obligated to follow any such direction.
(d) In the event that the Trustee is unsure as to the application of
any provision of this Agreement, or such provision is ambiguous as to its
application, or is, or appears to be, in conflict with any other applicable
provision, or this Agreement permits any determination by the Trustee or is
silent or is incomplete as to the course of action to be adopted, the
Trustee will promptly give notice to the Managing Beneficiary requesting
written instructions as to the course of action to be adopted and, to the
extent the Trustee acts in good faith in accordance with such written
instructions received from the Managing Beneficiary, the Trustee will not
be liable on account of such action to any Person. If the Trustee will not
have received appropriate written instructions within 30 days of such
notice (or within such shorter period of time as reasonably may be
specified in such notice) it may, but shall be under no duty to, take or
refrain from taking such action, not inconsistent with this Agreement, as
it deems to be in the best interests of the Beneficiaries, and will have no
liability to any Person for such action or inaction.
(e) The Trustee will, subject to this Section 5.01, act in accordance
with the instructions given to it by the Managing Beneficiary, and to the
extent the Trustee acts in good faith in accordance with such instructions,
the Trustee will not be liable on account of such action to any Person.
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SECTION 5.02. No Duty to Act Under Certain Circumstances.
Notwithstanding anything contained herein to the contrary, neither the
Trustee Bank nor the Trustee, except a Trustee Bank authorized as
co-trustee, will be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action would (i)
require the consent or approval or authorization or order of or the giving
of notice to, or the registration with or taking of any action in respect
of, any state or other governmental authority or agency of any jurisdiction
other than the State of Delaware; (ii) result in any fee, tax or
governmental charge under the laws of any jurisdiction or any political
subdivisions thereof in existence on the date hereof other than the State
of Delaware becoming payable by the Trustee Bank; or (iii) subject the
Trustee Bank to personal jurisdiction in any jurisdiction other than the
State of Delaware for causes of action arising from acts unrelated to the
consummation of the transactions by the Trustee Bank or the Trustee, as the
case may be, contemplated hereby.
SECTION 5.03. No Duties Except Under Specified Agreements or
Instructions. (a) The Trustee will not have any duty or obligation to
manage, control, use, make any payment in respect of, register, record,
insure, inspect, sell, dispose of, create, maintain or perfect any security
interest or title in or otherwise deal with any part of the Trust Estate,
prepare, file or record any document or report, or to otherwise take or
refrain from taking any action under, or in connection with, this
Agreement, the Trust or any document contemplated hereby to which the Trust
or the Trustee is a party, except as expressly provided by the terms of
this Agreement or in written instructions from the Managing Beneficiary
received pursuant to Section 5.01; and no implied duties or obligations
will be read into this Agreement against the Trustee. The Trustee
nevertheless agrees that it will, in its individual capacity and at its own
cost and expense, promptly take all action as may be necessary to discharge
any lien, pledge, security interest or other encumbrance on any part of the
Trust Estate which results from actions by or claims against the Trustee or
the Trustee Bank not related to the ownership of any part of the Trust
Estate.
(b) The Trustee agrees that it will not manage, control, use, lease,
sell, dispose of or otherwise deal with any part of the Trust Estate except
(i) in accordance with the powers granted to, or the authority conferred
upon, the Trustee pursuant to this Trust Agreement, or (ii) in accordance
with the express terms hereof or with written instructions from the
Managing Beneficiary pursuant to Section 5.01.
SECTION 5.04. Trust Operation. The operations of the Trust will be
conducted in accordance with the following standards:
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(a) the Trust will act solely in its own name through the Trustee
or the Managing Beneficiary;
(b) the Trust will not incur any indebtedness for money borrowed
or incur any obligations except in connection with the purposes set
forth in Section 2.03 of this Agreement;
(c) the Trust's funds and assets will at all times be maintained
separately from those of the Beneficiaries and their affiliates;
(d) the Trust will take all reasonable steps to continue its
identity as a separate legal entity and to make it apparent to third
persons that it is an entity with assets and liability distinct from
those of the Beneficiaries, the Beneficiaries' affiliates or any other
third person, and will use stationery and other business forms of the
Trustee or the Trust and not that of the Beneficiaries or any of their
affiliates, and will use its best efforts to avoid the appearance (i)
of conducting business on behalf of the Beneficiaries or any
affiliates thereof, or (ii) that the assets of the Trust are available
to pay the creditors of the Beneficiaries or any affiliates thereof;
(e) the Trust will not hold itself out as being liable for the
debts of the Beneficiaries or any affiliates thereof;
(f) the Trust will not engage in any transaction with the
Beneficiaries or any affiliates thereof, except as required, or
specifically permitted, by this Agreement or unless such transaction
is otherwise on terms neither more favorable nor less favorable than
the terms and conditions available at the time to the Trust for
comparable transactions with other Persons; and
(g) the Trust will not enter into any voluntary bankruptcy or
insolvency proceeding without a finding by the Trustee that the
Trust's liabilities exceeds its assets or that the Trust is unable to
pay its debts in a timely manner as they become due.
SECTION 5.05. Execution of Documents. The Trustee will, at the
direction of the Managing Beneficiary, execute and deliver on behalf of the
Trust such instruments, agreements and certificates contemplated hereby to
which the Trust is a party (such direction to be
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conclusively evidenced by the Trustee's execution and delivery of such
documents in the presence of the Managing Beneficiary or its counsel).
SECTION 5.06. Nonpetition Covenants. Notwithstanding any prior
termination of the Trust or this Agreement, each of the Trustee and the
Beneficiaries covenants and agrees that it shall not at any time with
respect to the Trust or the Master Trust acquiesce, petition or otherwise
invoke or cause the Trust or the Master Trust to invoke the process of any
court or government authority for the purpose of commencing or sustaining a
case against the Trust or the Master Trust under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver,
conservator, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Trust or the Master Trust or any substantial
part of its property, or ordering the winding up or liquidation of the
affairs of the Trust or the Master Trust; provided, however, that this
Section 5.06 shall not operate to preclude any remedy described in Article
VII of the Indenture.
ARTICLE VI
Concerning the Trustee Bank
SECTION 6.01. Acceptance of Trust and Duties. The Trustee Bank accepts
the trust hereby created and agrees to perform the same but only upon the
terms of this Agreement. The Trustee Bank also agrees to disburse all
moneys actually received by it constituting part of the Trust Estate in
accordance with the terms of this Agreement. The Trustee Bank will not be
answerable or accountable under any circumstances in its individual
capacity, except (i) for its own willful misconduct or gross negligence,
(ii) in the case of the inaccuracy of any representation or warranty
contained in Section 6.03 or Section 6.07, (iii) for the failure by the
Trustee to perform obligations expressly undertaken by it in the last
sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on,
based on or measured by, any fees, commissions or other compensation earned
by the Trustee Bank for acting as trustee hereunder. In particular, but not
by way of limitation:
(a) The Trustee Bank will not be personally liable for any error
of judgment made in good faith by an authorized officer of the Trustee
so long as the same will not constitute gross negligence or willful
misconduct;
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(b) The Trustee Bank will not be personally liable with respect
to any action taken or omitted to be taken by the Trustee in good
faith in accordance with the instructions of the Managing Beneficiary;
(c) No provision of this Agreement will require the Trustee Bank
to expend or risk its personal funds or otherwise incur any financial
liability in the performance of any of its rights or powers hereunder,
if the Trustee Bank will have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it, including such
advances as the Trustee Bank may reasonably request;
(d) Under no circumstance will the Trustee Bank be personally
liable for the accuracy or performance of any representation,
warranty, covenant, agreement or other obligation, including any
indebtedness, of the Trust;
(e) The Trustee Bank will not be personally responsible for or in
respect of the validity or sufficiency of this Agreement or for the
due execution hereof by the Beneficiaries or with respect to any
agreement entered into by the Trust.
(f) Under no circumstances will the Trustee Bank be responsible
for the action or inaction of the Managing Beneficiary, nor will the
Trustee Bank be responsible for monitoring the performance of the
Managing Beneficiary's duties hereunder.
SECTION 6.02. Furnishing of Documents. The Trustee will furnish to the
Managing Beneficiary, promptly upon receipt thereof, duplicates or copies
of all reports, notices, requests, demands, certificates, financial
statements and any other instruments furnished to the Trustee with respect
to the Trust or the Trust Estate.
SECTION 6.03. Representations and Warranties as to the Trust Estate.
The Trustee makes no representation or warranty as to the title, value,
condition, design, operation, merchantability or fitness for use of the
Trust Estate (or any part thereof) or any other representation or warranty,
express or implied, whatsoever with respect to the Trust Estate (or any
part thereof) except that the Trustee, in its individual capacity, hereby
represents and warrants to the Beneficiaries that it will comply with the
last sentence of Section 5.03(a).
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SECTION 6.04. Signature of Returns. At the request of the Managing
Beneficiary, the Trustee will sign on behalf of the Trust any Periodic
Filings of the Trust or other documents relating to the Trust.
SECTION 6.05. Reliance; Advice of Counsel. The Trustee will incur no
liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper believed by it to be genuine and believed by it to
be signed by the proper party or parties. The Trustee may accept a
certified copy of a resolution of the board of directors or other governing
body of any entity as conclusive evidence that such resolution has been
duly adopted by such body and that the same is in full force and effect. As
to any fact or matter the manner of ascertainment of which is not
specifically prescribed herein, the Trustee may for all purposes rely on an
officer's certificate of the relevant party, as to such fact or matter, and
such officer's certificate will constitute full protection to the Trustee
for any action taken or omitted to be taken by it in good faith in reliance
thereon. In the administration of the Trust, the Trustee may, at the
expense of the Trust (i) execute the trust or any of the powers hereof and
perform its powers and duties hereunder directly or through agents or
attorneys, and the Trustee will not be liable for the default or misconduct
of any agent or attorney appointed by it in good faith; and (ii) consult
with counsel, accountants and other skilled persons to be selected and
employed by it, and the Trustee will not be liable for anything done,
suffered or omitted in good faith by it in accordance with the advice or
opinion of any such counsel, accountants or other skilled persons.
SECTION 6.06. Not Acting in Individual Capacity. Except as provided in
this Article VI, in accepting the trust hereby created the Trustee Bank
acts solely as Trustee hereunder and not in its individual capacity; and
all Persons having any claim against the Trust or the Trustee, whether by
reason of the transactions contemplated by this Agreement or otherwise,
will look only to the Trust Estate (or a part thereof, as the case may be)
for payment or satisfaction thereof, except as specifically provided in
this Article VI.
SECTION 6.07. Representations and Warranties. The Trustee Bank, other
than a Trustee Bank appointed as a co-trustee, hereby represents and
warrants to the Beneficiaries that:
(a) The Trustee Bank is a Delaware banking corporation organized,
validly existing and in good standing under the laws of the State of
Delaware and has all corporate powers and all material governmental
licenses, authorizations, consents and
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approvals required under the laws of the State of Delaware to carry on its
trust business as now conducted.
(b) The execution, delivery and performance by the Trustee Bank,
in its individual capacity, of this Agreement are within the corporate
power of the Trustee Bank, have been duly authorized by all necessary
corporate action on the part of the Trustee Bank (no action by its
shareholders being required) and do not (i) violate or contravene any
judgment, injunction, order or decree binding on the Trustee Bank or
(ii) violate, contravene or constitute a default under any provision
of the articles of incorporation or bylaws of the Trustee Bank or
(iii) result in the creation or imposition of any lien attributable to
the Trustee Bank, in its individual capacity, on the Trust Estate.
This Agreement constitutes the legal, valid and binding agreement of
the Trustee Bank, enforceable against the Trustee Bank in accordance
with its terms except to the extent that the enforceability thereof is
subject to (i) bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium, receivership and other similar laws now or
hereafter in effect related to creditors' rights generally and (ii)
general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
(c) No consent, approval, authorization or order of, or filing
with, any court or regulatory, supervisory or governmental agency or
body of the State of Delaware is required by the Trustee Bank under
current Delaware law in connection with the execution, delivery or
performance by the Trustee Bank, in its individual capacity, of this
Agreement.
(d) The Trustee Bank complies with all of the requirements of
Chapter 38, Title 12 of the Delaware Code relating to the
qualification of a trustee of a Delaware business trust.
ARTICLE VII
Termination of Trust Agreement
SECTION 7.01. Termination. This Agreement and the Trust created
hereby will automatically terminate, and this Agreement will be of no
further force or effect, upon the sale or other final disposition by
the Trustee of all property constituting part of the Trust Estate and
the
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final distribution by the Managing Beneficiary of all moneys or other
property or proceeds constituting part of the Trust Estate in accordance
with the terms of Article IV.
SECTION 7.02. Certificate of Cancelation. Upon the termination of the
Trust, the Trustee will file a certificate of cancelation with the
Secretary of State of the State of Delaware.
ARTICLE VIII
Successor Trustees, Co-Trustees
and Separate Trustees
SECTION 8.01. Resignation and Removal of the Trustee; Appointment of
Successors. Upon the occurrence of a Disqualification Event with respect to
the Trustee, the Beneficiaries may appoint a successor Trustee by an
instrument signed by the Beneficiaries. If a successor Trustee will not
have been appointed within 30 days after the giving of written notice of
such resignation or the delivery of the written instrument with respect to
such removal, the Trustee or the Beneficiaries may apply to any court of
competent jurisdiction to appoint a successor Trustee to act until such
time, if any, as a successor will have been appointed as above provided.
Any successor Trustee so appointed by such court will immediately and
without further act be superseded by any successor Trustee appointed as
above provided within one year from the date of the appointment by such
court. The Trustee may resign at any time without cause by giving at least
30 days' prior written notice to the Beneficiaries. In addition, the
Beneficiaries may at any time remove the Trustee without cause by an
instrument in writing delivered to the Trustee. No such removal or
resignation shall become effective until a successor Trustee, however
appointed, becomes vested as Trustee hereunder pursuant to Section 8.02.
SECTION 8.02. Transfer Procedures. Any successor Trustee, however
appointed, will execute and deliver to the predecessor Trustee an
instrument accepting such appointment, and such other documents of transfer
as may be necessary, and thereupon such successor Trustee, without further
act, will become vested with all the estates, properties, rights, powers,
duties and trust of the predecessor Trustee in the trust hereunder with
like effect as if originally named a Trustee herein and the predecessor
Trustee will be fully discharged of its duties and obligations to serve as
Trustee hereunder.
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SECTION 8.03. Qualification of Trustee. Any Trustee will at all times
be (i) a trust company or a banking corporation under the laws of its state
of incorporation or a national banking association, having all corporate
powers and all material governmental licenses, authorizations, consents and
approvals required to carry on a trust business in the State of Delaware,
(ii) comply with Section 3807 (and any other applicable Section) of the
Delaware Code relating to the treatment of Delaware Business Trusts (Title
12, Chapter 38) and (iii) have a combined capital and surplus of not less
than $50,000,000 (or have its obligations and liabilities irrevocably and
unconditionally guaranteed by an affiliated Person having a combined
capital and surplus of at least $50,000,000).
SECTION 8.04. Co-trustees and Separate Trustees. Whenever the Trustee
or the Managing Beneficiary will deem it necessary or prudent in order
either to conform to any law of any jurisdiction in which all or any part
of the Trust Estate will be situated or to make any claim or bring any suit
with respect to the Trust Estate, or whenever the Trustee or the
Beneficiaries will be advised by counsel satisfactory to them that such
action is necessary or prudent, the Trustee and the Beneficiaries will
execute and deliver an agreement supplemental hereto and all other
instruments and agreements, and will take all other actions, necessary or
proper to appoint one or more Persons either as co-trustee or co-trustees
jointly with the Trustee of all or any part of the Trust Estate, or as a
separate trustee or separate trustees of all or any part of the Trust
Estate, and to vest in such Persons, in such capacity, such title to the
Trust Estate or any part thereof, and such rights or duties, as may be
necessary or desirable, all for such period and under such terms and
conditions as are satisfactory to the Trustee and the Beneficiaries. In
case a Disqualification Event will occur with respect to any such
co-trustee or separate trustee, the title to the Trust Estate and all
rights and duties of such co-trustee or separate trustee will, so far as
permitted by law, vest in and be exercised by the Trustee, without the
appointment of a successor to such co-trustee or separate trustee.
ARTICLE IX
Amendments
SECTION 9.01. Amendments. This Agreement may be amended only by a
written instrument executed by the Trustee and the Beneficiaries upon
issuance of a Master Trust Tax Opinion, an Issuer Tax Opinion and in
compliance with Sections 1009 and 1010 of the Indenture.
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ARTICLE X
Ownership Interests and Certificates
SECTION 10.01. Issuance of Trust Certificates. (a) Promptly following
the execution and delivery of this Agreement, the Trustee will issue and
deliver to each Beneficiary a certificate of beneficial ownership of the
Trust Estate substantially in the form of Exhibit A hereto (each, a "Trust
Certificate") evidencing such Beneficiary's respective ownership interests
(the "Ownership Interests") in the Trust.
(b) The Trust Certificate will be executed by manual signature on
behalf of the Trustee by an authorized officer. A Trust Certificate bearing
the manual signature of an individual who was, at the time when such
signature was affixed, an authorized officer will bind the Trust,
notwithstanding that such individual has ceased to be so authorized prior
to the delivery of such Trust Certificate. Each Trust Certificate will be
dated the date of its execution.
(c) The Beneficiaries will be entitled to all rights provided to them
under this Agreement and in the Trust Certificates and will be subject to
the terms and conditions contained in this Agreement and in the Trust
Certificates.
(d) The Trustee will maintain at its office referred to in Section
2.07, or at the office of any agent appointed by it and approved in writing
by the Managing Beneficiary, a register for the registration of the Trust
Certificates. Such register will show the name and address of each holder
of a Trust Certificate, and the Trustee will treat such register as
definitive and binding for all purposes hereunder.
SECTION 10.02. Beneficial Interest; Prohibitions on Transfer. (a) The
Ownership Interests will at all times be beneficially owned by Citibank
(South Dakota) and Citibank (Nevada). Transfers of the Ownership Interests
may be made between Beneficiaries, but neither Beneficiary may transfer,
assign, exchange or otherwise pledge or convey all or any part of its
right, title and interest in and to the Trust Certificate or its Ownership
Interest to any other Person, except to the extent a corresponding transfer
of the Sellers' Interest and the Collateral Certificate would be permitted
by the Pooling and Servicing Agreement. Any purported transfer by either
Beneficiary of all or any part of its right, title and interest in and to
this Agreement and the Trust Estate or any purported transfer of the Trust
Certificate or its Ownership Interest by the
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Beneficiary to any Person, in whole or in part, which is not in compliance
with the terms of the Pooling and Servicing Agreement, will be null and
void.
(b) Each Trust Certificate will bear a legend setting forth the
restriction on the transferability of Ownership Interests substantially as
follows:
"THIS CERTIFICATE OF BENEFICIAL INTEREST MAY NOT BE TRANSFERRED,
ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN
COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN
ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND
MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE
DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT
FROM REGISTRATION UNDER THE ACT, THE INVESTMENT COMPANY ACT OF 1940
AND APPLICABLE STATE SECURITIES LAWS."
SECTION 10.03. Lost or Destroyed Trust Certificate. If any Trust
Certificate will become mutilated, destroyed, lost or stolen, the Trustee
will, upon the written request of the holder of such Trust Certificate, and
compliance with all applicable terms of this paragraph, execute and deliver
to such holder in replacement thereof a new Trust Certificate dated the
same date as on the Trust Certificate so mutilated, destroyed, lost or
stolen. If the Trust Certificate being replaced has been mutilated,
destroyed, lost or stolen, the holder of such Trust Certificate will
furnish to the Trustee such security or indemnity as may be required by the
Trustee to save the Trustee harmless from any damage, loss or liability in
connection with such Trust Certificate, and the Trustee may require from
the party requesting such new Trust Certificate payment of a sum to
reimburse the Trustee for, or to provide funds for, the payment of any
costs, fees and expenses and any tax or other governmental charge in
connection therewith and any charges paid or payable by the Trustee.
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ARTICLE XI
Compensation of Trustee and Indemnification
SECTION 11.01. Trustee's Fees and Expenses. To the extent funds are
available pursuant to Section 4.01, the Trust will (i) pay to the Trustee
Bank all fees and other charges described in a separate fee agreement dated
as of the date hereof between the Trust and the Trustee Bank promptly when
due thereunder and (ii) reimburse the Trustee Bank for all other reasonable
out-of-pocket costs and expenses (including reasonable fees and expenses of
counsel) incurred by it in connection with its acting as Trustee of the
Trust.
SECTION 11.02. Indemnification. To the extent funds are available
pursuant to Section 4.01, the Trust hereby agrees, whether or not any of
the transactions contemplated by this Agreement will be consummated, to
assume liability for, and hereby indemnifies, protects, saves and keeps
harmless the Trustee Bank and its officers, directors, successors, assigns,
legal representatives, agents and servants (each an "Indemnified Person"),
from and against any and all liabilities, obligations, losses, damages,
penalties, taxes, claims, actions, investigations, proceedings, costs,
expenses or disbursements (including reasonable legal fees and expenses) of
any kind and nature whatsoever which may be imposed on, incurred by or
asserted at any time against an Indemnified Person (whether or not also
indemnified against by any other person) in any way relating to or arising
out of (i) this Agreement or any other related documents or the enforcement
of any of the terms of any thereof, the administration of the Trust Estate
or the action or inaction of the Trustee, or the Trustee Bank under this
Agreement, and (ii) the manufacture, purchase, acceptance, nonacceptance,
rejection, ownership, delivery, lease, possession, use, operation,
condition, sale, return or other disposition of any property (including any
strict liability, any liability without fault and any latent and other
defects, whether or not discoverable), except, in any such case, to the
extent that any such liabilities, obligations, losses, damages, penalties,
taxes, claims, actions, investigations, proceedings, costs, expenses and
disbursements are the result of any of the matters described in the third
sentence of Section 6.01 hereof.
In case any such action, investigation or proceeding will be brought
involving an Indemnified Person, the Trust will assume the defense thereof,
including the employment of counsel and the payment of all expenses. The
Trustee Bank will have the right to employ
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separate counsel in any such action, investigation or proceeding and to
participate in the defense thereof, but the reasonable counsel fees and
expenses of such counsel will be paid by the Trust.
The indemnification set forth herein will survive the termination of
this Agreement.
ARTICLE XII
Miscellaneous
SECTION 12.01. Conveyance by the Trustee is Binding. Any sale or other
conveyance of any part of the Trust Estate by the Trustee made pursuant to
the terms of this Agreement will bind the Beneficiaries and will be
effective to transfer or convey all beneficial interest of the Trustee and
Beneficiaries in and to such part of the Trust Estate, as the case may be.
No purchaser or other grantee will be required to inquire as to the
authorization, necessity, expediency or regularity of such sale or
conveyance or as to the application of any sale or other proceeds with
respect thereto by the Trustee or the officers.
SECTION 12.02. Instructions; Notices. All instructions, notices,
requests or other communications ("Deliveries") desired or required to be
given under this Agreement will be in writing and will be sent by (a)
certified or registered mail, return receipt requested, postage prepaid,
(b) national prepaid overnight delivery service, (c) telecopy or other
facsimile transmission or (d) personal delivery, with receipt acknowledged
in writing, to the following addresses:
(i) if to Citibank (South Dakota):
701 East 60th Street, North
Sioux Falls, South Dakota 57117
Attention: Chief Financial Officer
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with a copy to:
701 East 60th Street, North
Sioux Falls, South Dakota 57117
Attention: General Counsel
(ii) if to Citibank (Nevada):
8725 West Sahara Avenue
Las Vegas, NV 89163
Attention: Chief Financial Officer
with a copy to:
8725 West Sahara Avenue
Las Vegas, NV 89163
Attention: General Counsel
(iii) if to the Trustee:
[Name of Trustee]
[Address]
Wilmington, Delaware [ZIP]
Telecopy: ( ) -
Attention: Corporate Trust Administration
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with a copy to:
[ ]
[ ]
[ ]
[ ]
[ ]
Attention: [ ]
All Deliveries will be deemed given when actually received or refused by
the party to whom the same is directed (except to the extent sent by certified
or registered mail, return receipt requested, postage prepaid, in which event
such Deliveries will be deemed given three days after the date of mailing and
except to the extent sent by telecopy or other facsimile transmission, in
which event such Deliveries will be deemed given when answer back is
received). Either party may designate a change of address or supplemental
address by notice to the other party, given at least 15 days before such
change of address is to become effective.
SECTION 12.03. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction will, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction will not
invalidate or render unenforceable any provision hereof in any other
jurisdiction.
SECTION 12.04. Limitation of Liability. (a) Neither any Beneficiary
nor any officer, director, employee, agent, partner, shareholder, trustee
or principal of (i) the Beneficiaries, (ii) the Trust or (iii) any Person
owning, directly or indirectly, any legal or beneficial interest in either
Beneficiary, will have any liability or obligation with respect to the
Trust or the performance of this Agreement or any other agreement, document
or instrument executed by the Trust, and the creditors of the Trust and all
other Persons will look solely to the Trust Estate for the satisfaction of
any claims with respect thereto. The foregoing limitation of liability is
subject to Section 12.06 and is in addition to, and not exclusive of, any
limitation of liability applicable to the Persons referred to above by
operation of law.
(b) All agreements entered into by the Trust under which the Trust
would have any material liability will contain an exculpatory provision
substantially to the following effect:
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Neither any trustee nor any beneficiary of Citibank
Credit Card Issuance Trust nor any of their respective
officers, directors, employers or agents will have any
liability with respect to this agreement, and recourse
may be had solely to the assets of Citibank Credit
Card Issuance Trust with respect thereto.
SECTION 12.05. Separate Counterparts. This Agreement may be executed
by the parties hereto in separate counterparts, each of which when so
executed and delivered will be an original, but all such counterparts will
together constitute but one and the same instrument.
SECTION 12.06. Successors and Assigns. All covenants and agreements
contained herein will be binding upon, and inure to the benefit of, the
Trustee and its successors and assigns and the Beneficiaries and their
successors and assigns, all as herein provided. Any request, notice,
direction, consent, waiver or other instrument or action by any Beneficiary
will bind the successors and assigns of such Beneficiary.
SECTION 12.07. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and will not define
or limit any of the terms or provisions herein.
SECTION 12.08. Governing Law. This Agreement will in all respects be
governed by, and construed in accordance with, the laws of the State of
Delaware without regard to conflicts of law principles of such State.
SECTION 12.09. No Recourse. The Certificateholder by accepting the
Certificate acknowledges that the Certificate does not represent an
interest in or obligation of the
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Beneficiaries, the Trustee (in its individual capacity), the Indenture Trustee
or any Affiliate thereof, and no recourse may be had against such parties or
their assets, or against the assets pledged under the Indenture.
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to
be duly executed, all as of the day and year first above written.
[NAME OF TRUSTEE], as Trustee
and not in its individual
capacity
by
Name:
Title:
CITIBANK (NEVADA), NATIONAL
ASSOCIATION
by
Name:
Title:
29
<PAGE>
CITIBANK (SOUTH DAKOTA), N.A.
by
Name:
Title:
30
<PAGE>
EXHIBIT A
FORM OF TRUST CERTIFICATE
THIS CERTIFICATE OF BENEFICIAL INTEREST MAY NOT BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE
TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL
INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE
SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR
OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS
EXEMPT FROM REGISTRATION UNDER THE ACT, THE INVESTMENT COMPANY ACT OF 1940
AND APPLICABLE STATE SECURITIES LAWS.
CITIBANK CREDIT CARD ISSUANCE TRUST
CERTIFICATE OF BENEFICIAL INTEREST
UNDER TRUST AGREEMENT DATED AS OF
[ ], [ ]
Certificate No. [ ] [ ], [ ]
[Name of Trustee], a Delaware banking corporation, not in its
individual capacity but solely as trustee (the "Trustee") under a Trust
Agreement dated as of [ ], [ ] (the "Trust Agreement"), among Citibank
(Nevada), National Association ("Citibank (Nevada)"), and Citibank (South
Dakota), N.A. ("Citibank (South Dakota)") as Beneficiaries, and the
Trustee, hereby certifies on behalf of the Trust that [Citibank (Nevada)]
[Citibank (South Dakota)] is the owner (the "Owner") of its Beneficiary
Percentage of the Ownership Interests in the Trust provided for and created
by the Trust Agreement. This Certificate of Beneficial Interest is issued
pursuant to and is entitled to the benefits of the Trust Agreement, and the
Owner hereof by acceptance hereof agrees to be bound by the terms of the
Trust Agreement. Reference is hereby made to the Trust Agreement for a
statement of the rights and obligations of the Owner
<PAGE>
hereof. The Trustee may treat the Person in whose name this Certificate of
Beneficial Interest is registered on the note register maintained by the
Trustee pursuant to Section 10.01(d) of the Trust Agreement as the absolute
Owner hereof for all purposes.
Capitalized terms used but not defined herein have the meanings
ascribed to them in or by reference to the Trust Agreement.
This Certificate of Beneficial Interest and the Trust Agreement will
in all respects be governed by, and construed in accordance with, the laws
of the State of Delaware, without regard to any conflict-of-law provisions.
2
<PAGE>
IN WITNESS WHEREOF, the Trustee, pursuant to the Trust Agreement, has
caused this Certificate of Beneficial Interest to be issued by the Trust as
of the date hereof.
CITIBANK CREDIT CARD ISSUANCE TRUST,
by NAME OF TRUSTEE], as Trustee under
Trust Agreement, and not in its
individual capacity
by
Name:
Title:
3
