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Exhibit 4.2
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CITIBANK (SOUTH DAKOTA), N.A.,
Seller and Servicer,
CITIBANK (NEVADA), NATIONAL ASSOCIATION,
Seller,
and
BANKERS TRUST COMPANY,
Trustee
on behalf of the Certificateholders
SERIES 2000 SUPPLEMENT
Dated as of September 26, 2000
to
POOLING AND SERVICING AGREEMENT
Dated as of May 29, 1991
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 2000
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TABLE OF CONTENTS
Page
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ARTICLE I
Creation of the Series 2000 Certificate
SECTION 1.01. Designation.....................................................1
ARTICLE II
Definitions
SECTION 2.01. Definitions.....................................................2
SECTION 2.02. Applicability of Certain Provisions of the Agreement............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 2000 Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations....................................................10
SECTION 4.02. Application of Investor Finance Charge Collections and
Available Investor Principal Collections.......................11
SECTION 4.03. Allocation of Investor Charge-Offs; Reimbursement of Series
2000 Invested Amount Deficit; Other Reinvestments in the Series
2000 Invested Amount...........................................14
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ARTICLE V
Definitions of Series 2000 Invested Amount,
Series 2000 Adjusted Invested Amount, Principal Amount;
Payment Requests;
Principal Funding sub-Account Shortfall
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<CAPTION>
<S> <C>
SECTION 5.01. Definitions of Series 2000 Invested Amount, Series 2000
Adjusted Invested Amount and Principal Amount ................................. 15
SECTION 5.02. Payment Request ............................................................... 18
SECTION 5.03. Finance Charges Allocable to Segregated Sellers Interest ..................... 18
ARTICLE VI
Distributions and Reports to
Series 2000 Certificateholders
SECTION 6.01. Distributions ................................................................. 19
SECTION 6.02. Monthly Performance Statement and Monthly Servicer's Certificate .............. 19
SECTION 6.03. Monthly Computation Statement; Issuer's Report ................................ 19
ARTICLE VII
Final Distributions; Sale of Receivables
SECTION 7.01. Sale of Certificateholders Interest Pursuant to Section 2.06
or 10.01 of the Agreement ..................................................... 19
SECTION 7.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables
Pursuant to Section 9.02 of the Agreement ..................................... 20
SECTION 7.03. Sale of Receivables ........................................................... 21
ARTICLE VIII
Miscellaneous Provisions
SECTION 8.01. Ratification of Agreement ..................................................... 21
SECTION 8.02. Counterparts .................................................................. 21
SECTION 8.03. Governing Law ................................................................. 21
SECTION 8.04. Construction of Agreement ..................................................... 22
SECTION 8.05. Excluded Series ............................................................... 22
SECTION 8.06. Treatment of Noteholders ...................................................... 22
</TABLE>
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SECTION 8.07. Sale for Accounting Purposes ............................ 22
ARTICLE IX
Covenants
SECTION 9.01. Reduction in Portfolio Yield ............................ 23
EXHIBITS
Exhibit A Form of Payment Request
Exhibit B Form of Monthly Computation Statement
Exhibit C Form of Monthly Performance Statement
Exhibit D Form of Monthly Servicer"s Certificate
Exhibit E Form of Credit Card Participation Certificate
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SERIES 2000 SUPPLEMENT dated as of September 26, 2000, among
CITIBANK (SOUTH DAKOTA), N.A., a national banking association,
Seller and Servicer; CITIBANK (NEVADA), NATIONAL ASSOCIATION, a
national banking association, Seller; and BANKERS TRUST COMPANY,
a New York banking corporation, as Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of May 29, 1991
(as amended and supplemented, the "Agreement"), among the Sellers, the Servicer
and the Trustee, the Sellers have created Citibank Credit Card Master Trust I
(the "Master Trust"). Section 6.03 of the Agreement provides that the Sellers
may from time to time direct the Trustee to issue, on behalf of the Master
Trust, one or more new Series of Investor Certificates representing fractional
undivided interests in the Master Trust. The Principal Terms of any new Series
are to be set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Sellers and the Trustee shall
create a new Series consisting of an Investor Certificate and specify the
Principal Terms thereof.
ARTICLE I
Creation of the Series 2000 Certificate
SECTION 1.01. Designation. (a) There is hereby created a Series consisting
of an Investor Certificate to be issued pursuant to the Agreement and this
Series Supplement to be known as "Citibank Credit Card Master Trust I, Series
2000". Such Investor Certificate shall be issued in one Class and shall be known
as the "Series 2000 Credit Card Participation Certificate" or the "Series 2000
Certificate" and shall be substantially in the form of Exhibit E.
(b) Series 2000 shall be included in Group Two. Notwithstanding any
provision in the Agreement or in this Series Supplement, the first Distribution
Date with respect to Series 2000 shall be the October Distribution Date. Series
2000 shall be an Excluded Series to the extent specified in Section 8.05.
(c) If any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Agreement, the terms
and provisions of this Series Supplement shall govern.
(d) This Series Supplement is the Series 2000 Supplement referred to in the
Trust Agreement of the Issuer, dated as of September 12, 2000, among the Banks,
as beneficiaries, and The Bank of New York (Delaware), as trustee.
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ARTICLE II
Definitions
SECTION 2.01. Definitions. (a) Whenever used in this Series Supplement, the
following words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.
"Adjusted Outstanding Dollar Principal Amount" shall have the meaning
specified in the Indenture.
"Allocable Defaulted Amount" shall mean, with respect to any Due Period, an
amount equal to the product of (a) the Series 2000 Allocation Percentage with
respect to such Due Period, (b) the Floating Allocation Percentage with respect
to such Due Period and (c) the Defaulted Amount with respect to such Due Period.
"Allocable Finance Charge Collections" shall mean, with respect to any Due
Period, the product of (a) the Series 2000 Allocation Percentage for such Due
Period and (b) the aggregate amount of Collections in respect of Finance Charge
Receivables relating to such Due Period.
"Allocable Miscellaneous Payments" shall mean, with respect to any Due
Period, the product of (a) the Series 2000 Allocation Percentage for such Due
Period and (b) Miscellaneous Payments with respect to such Due Period.
"Allocable Principal Collections" shall mean, with respect to any Due
Period, the product of (a) the Series 2000 Allocation Percentage for such Due
Period and (b) the aggregate amount of Collections in respect of Principal
Receivables relating to such Due Period.
"Available Investor Principal Collections" shall mean, with respect to any
Due Period, the sum of (a) an amount equal to Investor Principal Collections for
such Due Period, plus (b) Allocable Miscellaneous Payments on deposit in the
Collection Account for such Due Period, plus (c) Series 2000 Excess Principal
Collections on deposit in the Collection Account for such Due Period, plus (d)
Subordinated Series Reallocated Principal Collections on deposit in the
Collection Account for such Due Period, plus (e) the Reassignment Amount.
"Closing Date" shall mean September 26, 2000.
"Cut-Off Date" shall mean August 28, 2000.
"Determination Date" shall mean the earlier of the fifth Business Day and
the eighth calendar day preceding the seventh day of each calendar month (or, if
such seventh day is not a Business Day, the next succeeding Business Day).
"Discount Note" shall have the meaning specified in the Indenture.
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"Distribution Date" shall mean the seventh day of each calendar month, or
if the seventh day is not a Business Day, the next succeeding Business Day,
commencing in October 2000.
"Early Amortization Period" shall mean the period beginning at the close of
business on the Business Day immediately preceding the day on which an
Amortization Event is deemed to have occurred, and ending upon the earlier to
occur of (i) the payment in full to the Series 2000 Certificateholders of the
Series 2000 Invested Amount, and (ii) the Termination Date.
"Fitch" shall mean Fitch, Inc. and its successors.
"Floating Allocation Percentage" shall mean, with respect to any Due
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the highest Series 2000 Invested Amount
during such Due Period and the denominator of which is the product of (a) the
total amount of Principal Receivables in the Master Trust as of the last day of
the immediately preceding Due Period and (b) the Series 2000 Allocation
Percentage with respect to the Due Period in respect of which the Floating
Allocation Percentage is being determined; provided, however, that, with respect
to the first Due Period, the Floating Allocation Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the highest
Series 2000 Invested Amount during such first Due Period and the denominator of
which is the product of (x) the total amount of Principal Receivables in the
Master Trust on the Cut-Off Date and (y) the Series 2000 Allocation Percentage
with respect to the Cut-Off Date; provided further, that with respect to any Due
Period in which a Lump Addition occurs or a removal of Accounts pursuant to
Section 2.10 of the Agreement occurs, the amount referred to in clause (a) shall
be the weighted average of the amount of Principal Receivables in the Master
Trust on the date on which such Lump Addition or removal of Accounts occurs
(after giving effect thereto) and the last day of the immediately preceding Due
Period.
"Group Two" shall mean Series 2000 and each other Series specified in the
related Supplement to be included in Group Two.
"Indenture" shall mean the Indenture, dated as of September 26, 2000,
between Citibank Credit Card Issuance Trust, as Issuer, and Bankers Trust
Company, as Trustee, as amended and supplemented from time to time.
"Indenture Trustee" shall mean the "Trustee" under the Indenture.
"Initial Dollar Principal Amount" shall have the meaning specified in the
Indenture.
"Interest Deposit Date" shall mean, with respect to any Due Period, each
date on which any portion of the Targeted Interest Deposit Amounts for such Due
Period is to be deposited into the Interest Funding Account.
"Interest Funding Account" shall have the meaning specified in the
Indenture.
"Investor Charge-Offs" shall have the meaning specified in Section 4.03(a).
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"Investor Finance Charge Collections" shall mean, with respect to any Due
Period, an amount equal to (a) the product of (i) the Floating Allocation
Percentage for such Due Period and (ii) Allocable Finance Charge Collections
deposited in the Collection Account for such Due Period, minus (b) the aggregate
amount of Servicer Interchange for such Due Period.
"Investor Principal Collections" shall mean, with respect to any Due
Period, the Principal Allocation Percentage of Allocable Principal Collections
deposited in the Collection Account for such Due Period (or any partial Due
Period which occurs as the first Due Period during the Early Amortization
Period).
"Monthly Computation Statement" shall mean a statement substantially in the
form of Exhibit B or such other form as the Servicer may determine.
"Monthly Performance Statement" shall mean a statement substantially in the
form of Exhibit C or such other form as the Servicer may determine.
"Monthly Servicer's Certificate" shall mean a certificate of a Servicing
Officer substantially in the form of Exhibit D or such other form as the
Servicer may determine.
"Moody's" shall mean Moody's Investors Service, Inc. and its successors.
"Multiple Issuance Series" shall have the meaning specified in the
Indenture.
"Net Servicing Fee Rate" shall mean (a) so long as Citibank (South Dakota)
or an Affiliate of Citibank (South Dakota) is the Servicer, 0.37% per annum and
(b) if Citibank (South Dakota) or an Affiliate of Citibank (South Dakota) is no
longer the Servicer, 0.77% per annum.
"Note" or "Notes" shall have the meaning specified in the Indenture.
"Noteholder" shall have the meaning specified in the Indenture.
"Outstanding" shall have the meaning specified in the Indenture.
"Payment Request" shall mean a request substantially in the form of Exhibit
A or such other form as the Servicer may determine.
"Principal Allocation Percentage" shall mean, with respect to any Due
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Series 2000 Adjusted Invested Amount
as of the last day of such Due Period and the denominator of which is the
product of (a) the total amount of Principal Receivables in the Master Trust as
of the last day of the immediately preceding Due Period and (b) the Series 2000
Allocation Percentage with respect to the Due Period in respect of which the
Principal Allocation Percentage is being determined; provided, however, that,
with respect to any Due 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
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Principal Receivables in the Master Trust on the date on which such Lump
Addition or removal of Accounts occurs (after giving effect thereto) and the
last day of the immediately preceding Due Period.
"Principal Deposit Date" shall mean, with respect to any Due Period, each
date on which any portion of the Targeted Principal Deposit Amounts for such Due
Period is to be deposited into the Principal Funding Account.
"Principal Funding Account" shall have the meaning specified in the
Indenture.
"Reassignment Amount" shall mean, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made in
respect of such Distribution Date, the sum of (a) the Series 2000 Invested
Amount on such Distribution Date, (b) the aggregate Targeted Interest Deposit
Amounts required to be deposited on each Interest Deposit Date with respect to
the immediately preceding Due Period, (c) any Targeted Interest Deposit Amounts
due and not yet deposited from any prior Interest Deposit Dates and (d) any
unpaid fees and expenses of the Indenture Trustee pursuant to Section 501 of the
Indenture.
"Revolving Period" shall mean the period beginning at the close of business
on the Business Day immediately preceding the Cut-Off Date and ending on the
earlier of (a) the close of business on the day the Early Amortization Period
commences and (b) the Termination Date.
"Revolving Notes" shall have mean Outstanding Notes that as of the date of
determination (a) have not reached their Expected Principal Payment Date (as
defined in the Indenture), (b) have not had a Early Redemption Event (as defined
in the Indenture), (c) have not been accelerated pursuant to Section 702 of the
Indenture, and (d) are not part of a class of Notes that has a Prefunding Target
Amount (as defined in the Indenture) greater than zero as determined pursuant to
Section 508(c) of the Indenture.
"RSP Notes" shall have the meaning specified in the Indenture.
"Segregated Sellers' Interest" shall mean a dollar amount of Sellers'
Interest equal to the aggregate balance in the Principal Funding sub-Account for
each tranche of Notes (other than tranches of RSP Notes), as notified to the
Servicer pursuant to Section 5.03.
"Sellers' Percentage" shall mean 100% minus (a) the Floating Allocation
Percentage, when used with respect to Finance Charge Receivables and Defaulted
Receivables, and (b) the Principal Allocation Percentage, when used with respect
to Principal Receivables.
"Series 2000" or "Series 2000 Certificate" shall mean any investor
certificate in the Master Trust created by this Series Supplement.
"Series 2000 Adjusted Invested Amount" shall be the amount determined
pursuant to Section 5.01(a).
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"Series 2000 Allocation Percentage" shall mean, with respect to any Due
Period, the Series Allocation Percentage with respect to Series 2000 for such
Due Period.
"Series 2000 Certificateholders" shall mean the Holders of the Series 2000
Certificate.
"Series 2000 Certificateholders' Interest" shall mean that portion of the
Certificateholders' Interest evidenced by the Series 2000 Certificate.
"Series 2000 Certificate Representative" shall mean (a) if there is one
Holder of the Series 2000 Certificate, such Holder or the designee of such
Holder, and (b) if there is more than one Holder of the Series 2000 Certificate,
the designee of the Holders of a majority of the outstanding principal balance
of the Series 2000 Certificate.
"Series 2000 Default Amount" shall mean, with respect to any Due Period, an
amount equal to the Allocable Defaulted Amount for such Due Period.
"Series 2000 Excess Principal Collections" shall mean, with respect to any
Due Period, an amount equal to the Series 2000 Principal Shortfall for such Due
Period; provided, however, that if the aggregate amount of Excess Principal
Collections for all Series for such Due Period is less than the aggregate amount
of Principal Shortfalls for all Series for such Due Period, then Series 2000
Excess Principal Collections for such Due Period shall equal the product of (x)
Excess Principal Collections for all Series for such Due Period and (y) a
fraction, the numerator of which is the Series 2000 Principal Shortfall for such
Due Period and the denominator of which is the aggregate amount of Principal
Shortfalls for all Series for such Due Period.
"Series 2000 Invested Amount" shall be the amount determined pursuant to
Section 5.01(a).
"Series 2000 Invested Amount Deficit" shall mean, as of the end of any Due
Period, the amount by which the aggregate Adjusted Outstanding Dollar Principal
Amount of each tranche of the Notes (other than any tranche of RSP Notes)
exceeds the Series 2000 Invested Amount.
"Series 2000 Monthly Servicing Fee" shall have the meaning specified in
Section 3.01.
"Series 2000 Principal Shortfall" shall equal:
(a) for any Due Period with respect to the Revolving Period (other
than the Due Period relating to the Termination Date), the excess of (i)
the aggregate Targeted Principal Deposit Amounts for such Due Period (plus
any Targeted Principal Deposit Amount from prior Due Periods for which no
deposit was made) over (ii) Available Investor Principal Collections for
such Due Period (excluding any portion thereof attributable to Series 2000
Excess Principal Collections); and
(b) for any Due Period with respect to the Early Amortization Period
and the Due Period relating to the Termination Date, the excess of (i) the
Series 2000 Invested Amount
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over (ii) Available Investor Principal Collections for such Due Period
(excluding any portion thereof attributable to Series 2000 Excess Principal
Collections).
"Series Supplement" shall mean this Series Supplement as amended and
supplemented from time to time.
"Servicer Interchange" shall mean, for any Due Period, the product of (a)
the Floating Allocation Percentage for such Due Period and (b) the portion of
Allocable Finance Charge Collections deposited in the Collection Account for
such Due Period that is attributable to Interchange; provided, however, that
Servicer Interchange for a Due Period shall not exceed one-twelfth of the
product of (i) the Series 2000 Invested Amount as of the last day of the
preceding Due Period and (ii) 1.50%.
"Servicing Fee" shall have the meaning specified in Section 3.01.
"Servicing Fee Rate" shall mean 2.27% per annum.
"Single Issuance Series" shall have the meaning specified in the Indenture.
"Standard & Poor's" shall mean Standard & Poor's Ratings Services and its
successors.
"Subordinated Series" shall mean any Series which, pursuant to the terms of
the related Supplement, is subordinated in any manner to the Series 2000
Certificate.
"Subordinated Series Reallocated Principal Collections" shall mean, with
respect to any Due Period, that portion of Collections of Principal Receivables
allocable to a Subordinated Series which, pursuant to the terms of the related
Supplement, are to be reallocated to Series 2000 and treated as a portion of
Available Investor Principal Collections for such Due Period.
"Targeted Interest Deposit Amount" shall mean, for any tranche of Notes
with respect to any Due Period, the dollar amount equal to all amounts targeted
to be deposited into the applicable Interest Funding sub-Account for such
tranche on the applicable Interest Deposit Date for such tranche following the
end of such Due Period, as notified to the Servicer pursuant to a Payment
Request.
"Targeted Principal Deposit Amount" shall mean, for any tranche of Notes
with respect to any Due Period, the dollar amount equal to all amounts targeted
to be deposited into the applicable Principal Funding sub-Account for such
tranche on the applicable Principal Deposit Date for such tranche following the
end of such Due Period, as notified to the Servicer pursuant to a Payment
Request.
"Termination Date" shall mean the September 2020 Distribution Date, as such
date may be extended from time to time by notice from the Series 2000
Certificateholders to the Trustee, and upon the issuance of a Master Trust Tax
Opinion and an Issuer Tax Opinion and upon satisfaction of the Rating Agency
Condition.
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"Termination Proceeds" shall mean any Termination Proceeds arising out of a
sale of Receivables (or interests therein) pursuant to Section 12.02(c) of the
Agreement with respect to Series 2000.
(b) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the term "Adverse Effect" shall mean whenever used in this Series
Supplement or the Agreement with respect to Series 2000 with respect to any
action, that such action will (i) at the time of its occurrence or at any future
date result in the occurrence of an Amortization Event, or (ii) adversely affect
the amount of funds available to be distributed to the Series 2000
Certificateholders pursuant to this Series Supplement or the timing of such
distributions.
(c) As used in this Series Supplement and in the Agreement with respect to
Series 2000, "highest investment category" shall mean (i) in the case of
Standard & Poor's, A-1+ or AAA, as applicable, (ii) in the case of Moody's, P-1
or Aaa, as applicable, and (iii) in the case of Fitch, F-1+ or AAA, as
applicable. If at any time before the Series 2000 Invested Amount is paid in
full there is no longer a Series or Class of Investor Certificates rated in the
highest category by both Standard & Poor's and Moody's, then the term "Rating
Agency Condition" for all purposes of this Series Supplement and the Agreement
shall be deemed to include the additional requirement that the Series 2000
Certificate Representative shall have consented to such action (which consent
shall not be unreasonably withheld).
(d) All capitalized terms used herein and not otherwise defined herein have
the meanings ascribed to them in the Agreement, or in the Indenture, as the case
may be.
(e) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series Supplement
as a whole and not to any particular provision of this Series Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" means "including without limitation".
(f) Notwithstanding any provision of the Agreement or this Series
Supplement, the term "Eligible Institution", when used in the Agreement with
respect to Series 2000 shall mean a depository institution organized under the
laws of the United States or any one of the states thereof, including the
District of Columbia (or a domestic branch of a foreign bank), which at all
times (a) has (i) a long-term unsecured debt rating of A2 or better by Moody's
and (ii) a certificate of deposit rating of P-1 by Moody's and (b) has (i) in
the case of the Collection Account, if such depository institution is an
Affiliate of Citigroup Inc., a certificate of deposit rating of A-1 or better by
Standard & Poor's or (ii) for any other depository institution (or for any
Affiliate of Citigroup Inc., in the case of any Series Account), either (x) a
long-term unsecured debt rating of AAA by Standard & Poor's or (y) a certificate
of deposit rating of A-1+ by Standard & Poor's.
SECTION 2.02. Applicability of Certain Provisions of the Agreement. (a) For
purposes of calculating the Required Minimum Principal Balance, the initial
Invested Amount for
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Series 2000 on any date will be an amount equal to the aggregate Initial Dollar
Principal Amount of each outstanding tranche of Notes as of such date.
(b) For purposes of the definition of "Tax Opinion" in the Agreement,
whenever such term is used in the Agreement, in this Series Supplement, or in
any Supplement relating to any other Series, the Series 2000 Certificate shall
not be considered to be an Investor Certificate.
(c) Section 3.07 of the Agreement does not apply to the Series 2000
Certificate. The Sellers intend that for federal, state and local income and
franchise tax purposes. the Series 2000 Certificate as well as the Trust will be
disregarded and treated as part of an arrangement by the Sellers for providing
collateral for the Notes.
(d) 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 2000, shall mean the
Series 2000 Adjusted Invested Amount.
(e) 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(d).
ARTICLE III
Servicer and Trustee
SECTION 3.01. Servicing Compensation. A monthly servicing fee (the
"Servicing Fee") shall be payable to the Servicer, in arrears, on each
Distribution Date in respect of the prior Due Period (or portion thereof)
occurring before the earlier of the first Distribution Date following the
Termination Date and the first Distribution Date on which the Series 2000
Invested Amount is zero, in the aggregate amount specified below.
On each Distribution Date, Servicer Interchange with respect to the related
Due Period that is on deposit in the Collection Account shall be withdrawn from
the Collection Account and paid to the Servicer in payment of a portion of the
Servicing Fee payable by the Series 2000 Certificateholders with respect to such
Due Period.
The share of the Servicing Fee allocable to the Series 2000
Certificateholders (after giving effect to the distribution of Servicer
Interchange, if any, to the Servicer) with respect to any Distribution Date (the
"Series 2000 Monthly Servicing Fee") shall be equal to one-twelfth of the
product of (a) the Net Servicing Fee Rate and (b) the Series 2000 Invested
Amount as of the last day of the Due Period second preceding such Distribution
Date; provided, however, that (1) with respect to the first Distribution Date,
the Series 2000 Monthly Servicing Fee shall be equal to the Servicing Fee
accrued on the Series 2000 Invested Amount at the Net Servicing Fee Rate for the
period from the Closing Date to but excluding the first Distribution Date,
calculated on the basis
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of a 360-day year of twelve 30-day months, and (2) with respect to each Due
Period thereafter during which the Series 2000 Invested Amount is increased as a
result of an issuance of a tranche of Notes, the Series 2000 Monthly Servicing
Fee shall be reduced to reflect the number of days in such Due Period before
such issuance.
On each Distribution Date, the Sellers shall pay a portion of the Servicing
Fee with respect to the related Due Period in an amount equal to one-twelfth of
the product of (a) the Servicing Fee Rate, (b) the Sellers' Participation Amount
as of the last day of the Due Period second preceding such Distribution Date
(or, if a Lump Addition occurs or a removal of Accounts pursuant to Section 2.10
of the Agreement occurs in the following Due Period, the weighted average of the
Sellers' Participation Amount on the date on which such Lump Addition or removal
of Accounts occurs (after giving effect thereto) and the last day of the second
preceding Due Period) and (c) the Series 2000 Allocation Percentage for the
related Due Period. In no event shall the Master Trust, the Trustee or the
Series 2000 Certificateholders be liable for the share of the Servicing Fee to
be paid by the Sellers.
The Series 2000 Monthly Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution pursuant to Section
4.02(a)(ii).
SECTION 3.02. Trustee Appointment of Agents. The Trustee may appoint one
or more agents to perform any of the Trustee's duties, responsibilities or
obligations with respect to Series 2000; provided, however, that regardless of
the appointment of any agent pursuant to this Section 3.02, the Trustee shall
continue to be fully responsible for all of its duties, responsibilities and
obligations with respect to Series 2000.
ARTICLE IV
Rights of Series 2000 Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations. (a) Allocations. Collections of Finance
Charge Receivables and Principal Receivables, Defaulted Receivables and
Miscellaneous Payments allocated to Series 2000 pursuant to Article IV of the
Agreement shall be allocated and distributed or reallocated as set forth in this
Article.
(b) Payments to the Sellers. (i) The Servicer shall withdraw from the
Collection Account and pay to the Sellers on each Deposit Date the following
amounts:
(A) an amount equal to the Sellers' Percentage for the related Due
Period of Allocable Finance Charge Collections, minus (1) if Citibank
(South Dakota) or an Affiliate of Citibank (South Dakota) is no longer the
Servicer, the portion of the Servicing Fee with respect to the related Due
Period that is required to be paid by the Sellers (which shall be withdrawn
from the Collection Account and paid to the Servicer on the related
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Distribution Date) and (2) an amount equal to the lesser of the amounts
referred to in Section 5.03(a) and Section 5.03(b); and
(B) an amount equal to the Sellers' Percentage for the related Due
Period of Allocable Principal Collections, if the Sellers' Participation
Amount (determined after giving effect to any Principal Receivables
transferred to the Master Trust on such Deposit Date) exceeds zero.
(ii) The withdrawals to be made from the Collection Account pursuant to
this Section 4.01(b) do not apply to deposits into the Collection Account that
do not represent Collections, including Transfer Deposit Amounts, Adjustment
Payments, payment of the purchase price for the Certificateholders' Interest
pursuant to Section 2.06 or 10.01 of the Agreement, payment of the purchase
price for the Series 2000 Certificateholders' Interest pursuant to Section 7.01
and proceeds from the sale, disposition or liquidation of Receivables pursuant
to Section 7.03 hereof or Section 9.02 or 12.02 of the Agreement.
SECTION 4.02. Application of Investor Finance Charge Collections and
Available Investor Principal Collections. The Servicer shall allocate (if
Citibank (South Dakota) is the Servicer and the Collection Account is maintained
with Citibank (South Dakota) or an Affiliate thereof) or shall cause the Trustee
to allocate, with respect to each Due Period, Investor Finance Charge
Collections and Available Investor Principal Collections on deposit in the
Collection Account with respect to such Due Period, to make the following
payments and distributions:
(a) For each Due Period, an amount equal to the Investor Finance
Charge Collections with respect to such Due Period will be allocated and
distributed in the following priority:
(i) First, an amount equal to the accrued and unpaid fees and
expenses of, and other amounts due to, the Indenture Trustee pursuant
to Section 501(a) of the Indenture. Such amounts will be paid on the
dates specified in the applicable Payment Request, as notified to the
Servicer in the applicable Payment Request.
(ii) Second, pro rata to:
(A) An amount equal to the Series 2000 Monthly Servicing Fee
for such Due Period shall be allocated to the Servicer (unless
such amount has been netted against deposits to the Collection
Account). Such amount will be paid to the Servicer on the
applicable Distribution Date or as soon thereafter as
practicable.
(B) An amount equal to the targeted deposit to the Interest
Funding Account. Such amount will be paid to the Series 2000
Certificate Representative for allocation pursuant to Section 501
of the Indenture, in the amounts (subject to reallocation as set
forth in Section 505(b) of the
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<PAGE>
Indenture) and on the dates specified in the applicable Payment
Request, as notified to the Servicer in the applicable Payment
Request.
(C) An amount equal to the aggregate amount of any Series
2000 Invested Amount Deficit and any Receivables Sales Proceeds
Deposit Deficit (computed after giving effect to allocations of
the Allocable Miscellaneous Payments with respect to such Due
Period pursuant to Section 4.03(b)), to be allocated and applied
as set forth in Section 4.03(c) as soon as practicable after the
end of such Due Period.
(iii) Third, an amount equal to the balance, if any, of such
Investor Finance Charge Collections then on deposit in the Collection
Account shall be allocated to the Series 2000 Certificateholders, to
be paid as soon as practicable after the end of such Due Period.
If the funds on deposit in the Collection Account available therefor are
less than the sum required to pay all of the amounts specified in clauses
(ii)(B) and (ii)(C), such funds shall be allocated first to pay the amounts
specified in clause (ii)(B), and second to pay the amounts specified in
clause (ii)(C).
(b) For each Due Period with respect to the Revolving Period (other
than the Due Period relating to the Termination Date), an amount equal to
the Available Investor Principal Collections deposited in the Collection
Account for such Due Period will be allocated and distributed in the
following priority:
(i) An amount equal to the lesser of
(A) unreimbursed Investor Charge-Offs for such Due Period
(after giving effect to any reimbursements of unreimbursed Investor
Charge-Offs made for such Due Period pursuant to Section
4.02(a)(ii)(C)), and
(B) the portion of such Available Investor Principal
Collections consisting of Allocable Miscellaneous Payments
will be applied to reimburse Investor Charge-Offs pursuant to Section
4.03(b).
(ii) An amount equal to the amount of targeted deposits to the
Interest Funding Account not made from Investor Finance Charge
Collections pursuant to Section 4.02(a). Such amounts will be paid to
the Series 2000 Certificate Representative pursuant to Section 502(a)
of the Indenture in the amounts and on the dates specified in the
applicable Payment Request, as notified to the Servicer in the
applicable Payment Request.
(iii) An amount equal to the sum of the Targeted Principal
Deposit Amounts specified in the applicable Payment Request for such
Due Period (plus
12
<PAGE>
any unpaid Targeted Principal Deposit Amount from any prior Due
Periods) allocated to the Series 2000 Certificateholders pursuant to
Section 502(b) of the Indenture. Such amounts will be paid to the
Series 2000 Certificate Representative in the amounts and on the dates
specified in the applicable Payment Request, as notified to the
Servicer in the applicable Payment Request.
(iv) An amount equal to the balance, if any, of such Available
Investor Principal Collections then on deposit in the Collection
Account shall be treated as Excess Principal Collections and applied
in accordance with Section 4.04 of the Agreement.
(c) For each Due Period with respect to the Early Amortization Period
and the Due Period relating to the Termination Date, an amount equal to
Available Investor Principal Collections deposited in the Collection
Account for such Due Period will be distributed in the following priority:
(i) An amount equal to the lesser of
(A) unreimbursed Investor Charge-Offs for such Due Period
(after giving effect to any reimbursements of unreimbursed Investor
Charge-Offs made for such Due Period pursuant to Section
4.02(a)(ii)(C)), and
(B) the portion of such Available Investor Principal
Collections consisting of Allocable Miscellaneous Payments
will be applied to reimburse Investor Charge-Offs pursuant to Section
4.03(b).
(ii) An amount equal to the amount of targeted deposits to the
Interest Funding Account not made from Investor Finance Charge
Collections pursuant to Section 4.02(a). Such amounts will be paid to
the Series 2000 Certificate Representative pursuant to Section 502(a)
of the Indenture in the amounts and on the dates specified in the
applicable Payment Request, as notified to the Servicer in the
applicable Payment Request.
(iii) An amount equal to the Series 2000 Invested Amount (after
giving effect to clauses (c)(i) and (c)(ii)) shall be paid to the
Series 2000 Certificateholders.
(iv) An amount equal to the balance, if any, of such Available
Investor Principal Collections then on deposit in the Collection
Account shall be treated as Excess Principal Collections and applied
in accordance with Section 4.04 of the Agreement.
(d) Notwithstanding anything in the Agreement or this Series
Supplement to the contrary, for so long as Citibank (South Dakota) remains
the Servicer and maintains a
13
<PAGE>
certificate of deposit rating of A-1 or better by Standard & Poor's and P-1
by Moody's, and for five Business Days following any reduction or
withdrawal of either such rating, the Servicer need not make the daily
deposits of Collections into the Collection Account as provided in the
second sentence of Section 4.03(a) of the Agreement, but may make deposits
of Collections into the Collection Account of the amounts requested
pursuant to each Payment Request on each applicable Interest Deposit Date
and Principal Deposit Date, as the case may be. At all other times, the
deposits required to be made to the Collection Account will be made as
promptly as possible after the Date of Processing of the applicable
Collections, but in no event later than the second Business Day following
the Date of Processing and payments required to be made to the Series 2000
Certificate Representative or the Series 2000 Certificateholder under this
Section will be made on the earliest date practicable thereafter.
SECTION 4.03. Allocation of Investor Charge-Offs; Reimbursement of Series
2000 Invested Amount Deficit; Other Reinvestments in the Series 2000 Invested
Amount. (a) With respect to any Due Period, the Servicer will compute the
amount, if any, by which the Series 2000 Default Amount for such Due Period
exceeds (i) the amount of Allocable Finance Charge Collections with respect to
such Due Period minus (ii) an amount equal to accrued and unpaid fees and
expenses of, and other amounts due to, the Indenture Trustee, minus (iii) an
amount equal to the targeted deposit to the Interest Funding Account, minus (iv)
the amount of the Series 2000 Monthly Servicing Fee with respect to such Due
Period paid pursuant to Section 4.02(a)(ii)(A) (such excess, an "Investor
Charge-Off"). With respect to each Due Period, Investor Charge-Offs will be
allocated to each tranche of Notes pursuant to Section 526 of the Indenture, and
(i) the Series 2000 Invested Amount will be reduced by the aggregate
amount of Investor Charge-Offs allocated pursuant to Section 526 of the
Indenture to any tranche of Notes (other than tranches of RSP Notes); and
(ii) funds (to be in an aggregate amount equal to the amounts
allocated to any tranche of RSP Notes) which are withdrawn from the
Principal Funding sub-Accounts of any such tranches of Notes pursuant to
Section 526(e)(ii) of the Indenture to be paid to the Master Trust will be
paid to the Sellers.
(b) The amount of Allocable Miscellaneous Payments with respect to a Due
Period allocated and available for that purpose pursuant to Sections 4.02(b)(i)
and (c)(i) will be allocated to each tranche of Notes pursuant to Section 527 of
the Indenture, and:
(i) the amount allocated pursuant to Section 527 of the Indenture to
any tranche of Notes (other than a tranche of RSP Notes) will be paid to
the Sellers, and the Series 2000 Invested Amount increased by the same
amount; and
(ii) the amount allocated pursuant to Section 527 of the Indenture to
any tranche of RSP Notes will be deposited into the Principal Funding sub-
Account of that tranche pursuant to Section 509(d) of the Indenture.
14
<PAGE>
(c) The amount of Investor Finance Charge Collections with respect to a Due
Period allocated and available for that purpose pursuant to Section
4.02(a)(ii)(C) will be allocated to each tranche of Notes pursuant to Section
527 of the Indenture, and:
(i) the amount allocated pursuant to Section 527 of the Indenture to
any tranche of Notes (other than a tranche of RSP Notes) will be paid to
the Sellers, and the Series 2000 Invested Amount increased by the same
amount; and
(ii) the amount allocated pursuant to Section 527 to any tranche of
RSP Notes will be deposited into the Principal Funding sub-Account of that
tranche pursuant to Section 509(d) of the Indenture.
(d) The amount of Investor Finance Charge Collections with respect to a Due
Period allocated pursuant to Sections 501(c) and 527 of the Indenture to any
tranche of Notes (other than a tranche of RSP Notes) and which is paid to the
Master Trust pursuant to Section 520(b) of the Indenture will be paid to the
Sellers, and the Series 2000 Invested Amount will be increased by the same
amount.
(e) Any amount representing principal accreted on any tranche of Discount
Notes with respect to a Due Period pursuant to Section 520(a) of the Indenture
which is received by the Master Trust will be paid to the Sellers, and the
Series 2000 Invested Amount will be increased by the same amount.
(f) The amount of Available Investor Principal Collections with respect to
a Due Period available pursuant to Section 502(c) of the Indenture which is paid
to the Master Trust pursuant to Section 520(c) of the Indenture will be paid to
the Sellers, and the Series 2000 Invested Amount will be increased by the same
amount.
ARTICLE V
Definitions of Series 2000 Invested Amount,
Series 2000 Adjusted Invested Amount, Principal Amount;
Payment Requests;
Principal Funding sub-Account Shortfall
SECTION 5.01. Definitions of Series 2000 Invested Amount, Series 2000
Adjusted Invested Amount and Principal Amount. (a) The Series 2000 Invested
Amount, the Series 2000 Adjusted Invested Amount and the principal amount of the
Series 2000 Certificate, as of any date, will be the sum of the indicated items.
15
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Component Series 2000 Series 2000 Principal amount of
Invested Amount Adjusted the Series 2000
Invested Amount Certificate
---------------------------------------------------------------------------------------------------------------------
<S> <C>
(x) Increases in the Series 2000 Invested Amount,
Series 2000 Adjusted Invested Amount and
principal amount of the Series 2000 Certificate
---------------------------------------------------------------------------------------------------------------------
(i) The cumulative sum of the Initial Dollar X X X
Principal Amount of each tranche of Notes as of
the end of the applicable Due Period pursuant
to clause (a) of the definition of Nominal
Liquidation Amount in the Indenture
---------------------------------------------------------------------------------------------------------------------
(ii) (A) The cumulative sum of accretions of X
principal on Discount Notes targeted to be
deposited into the Interest Funding Account
pursuant to Section 503(f) of the Indenture,
whether or not actually deposited or paid to
the Master Trust pursuant to Sections 507(b)
and 520(a) of the Indenture
---------------------------------------------------------------------------------------------------------------------
(B) The cumulative sum of accretions of X X
principal on Discount Notes actually paid by
the Series 2000 Certificateholders to the
Master Trust pursuant to Sections 507(b) and
520(a) of the Indenture and Section 4.03(e)
hereof
---------------------------------------------------------------------------------------------------------------------
(iii) The cumulative sum of principal collections X X X
reinvested in the Collateral Certificate
pursuant to Sections 502(c) and 520(c) of the
Indenture and Section 4.03(f) hereof
---------------------------------------------------------------------------------------------------------------------
(iv) The cumulative sum of reimbursements of Series X X
2000 Invested Amount Deficit from Allocable
Miscellaneous Payments pursuant to Section
4.03(b)(i) hereof and Section 527(e)(i) of the
Indenture
---------------------------------------------------------------------------------------------------------------------
(v) The cumulative sum of reimbursements of Series X X
2000 Invested Amount Deficit from Investor
Finance Charge Collections pursuant to Sections
4.02(a)(ii)(C) and 4.03(c) hereof and Sections
520(b) and 527(f)(i) of the Indenture
---------------------------------------------------------------------------------------------------------------------
(y) Decreases in the Series 2000 Invested Amount,
Series 2000 Adjusted Invested Amount and
principal amount of the Series 2000 Certificate
---------------------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Component Series 2000 Series 2000 Principal amount of
Invested Amount Adjusted the Series 2000
Invested Amount Certificate
---------------------------------------------------------------------------------------------------------------------
<S> <C>
(i) (A) The cumulative sum of all payments of X
Available Investor Principal Collections
allocated pursuant to Section 4.02(b)(ii) or
Section 4.02(c)(ii) hereof which are
reallocated pursuant to Section 502(a) of the
Indenture to make targeted deposits to the
Interest Funding Account
---------------------------------------------------------------------------------------------------------------------
(B) The cumulative sum of all payments of X
Available Investor Principal Collections
allocated pursuant to Section 4.02(b)(ii) or
Section 4.02(c)(ii) hereof which are
reallocated pursuant to Section 502(a) of the
Indenture to make targeted deposits to the
Interest Funding Account that in each case
resulted in a reduction of the Nominal
Liquidation Amount of Notes that were Revolving
Notes at the time of such reduction
---------------------------------------------------------------------------------------------------------------------
(ii) (A) The cumulative sum of all payments of X X
Available Investor Principal Collections (other
than those referred to in item (y)(i)) paid to
the Series 2000 Certificateholders
---------------------------------------------------------------------------------------------------------------------
(B) With respect to all tranches of Notes that X
were Revolving Notes at the time of such
payment, the cumulative sum of all Available
Investor Principal Collections (other than
those referred to in item (y)(i)) paid to the
Series 2000 Certificateholders and on deposit
in the Principal Funding sub-Account for or
paid to the holders of such Notes pursuant to
Section 511(a), (b) or (c) of the Indenture
---------------------------------------------------------------------------------------------------------------------
(iii) With respect to each tranche of RSP Notes, an X X (see clause (b)
aggregate amount equal to the Nominal below)
Liquidation Amount of each such tranche of
Notes immediately before giving effect to the
applicable sale of Receivables pursuant to
Section 7.03 hereof
---------------------------------------------------------------------------------------------------------------------
(iv) (A) Investor Charge-Offs allocated to the X
Series 2000 Certificate pursuant to Section
4.03(a) hereof, to the extent that such
Investor Charge-Offs reduce the aggregate
Nominal Liquidation Amount of the Notes
pursuant to Section 526(e)(i) of the Indenture
---------------------------------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Component Series 2000 Series 2000 Principal amount of
Invested Amount Adjusted the Series 2000
Invested Amount Certificate
---------------------------------------------------------------------------------------------------------------------
<S> <C>
(B) Investor Charge-Offs allocated to the X
Series 2000 Certificate pursuant to Section
4.03(a) hereof, to the extent that such
Investor Charge-Offs reduce, pursuant to
Section 526(e)(i) of the Indenture, the Nominal
Liquidation Amount of Notes that were Revolving
Notes at the time of such reduction
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(b) Notwithstanding anything herein to the contrary, upon payment by the
Master Trust to the Series 2000 Certificate Representative of the proceeds of a
sale of Receivables pursuant to Section 7.03 hereof and Section 523 or Section
708 of the Indenture with respect to any tranche of RSP Notes, the principal
amount of the Series 2000 Certificate will be reduced by an amount equal to the
Adjusted Outstanding Dollar Principal Amount of the affected tranche of Notes,
as notified by the Series 2000 Certificate Representative to the Seller.
(c) The Servicer will compute the Series 2000 Invested Amount, the Series
2000 Adjusted Invested Amount and the principal amount of the Series 2000
Certificate for each Due Period based on the information in the applicable
Monthly Computation Statement.
SECTION 5.02. Payment Request. The Series 2000 Certificate Representative
may from time to time, in its sole discretion and without the consent of the
Sellers or any other Person, by delivery of a Payment Request, request the
payment of an allocation of Investor Finance Charge Collections available
pursuant to Section 4.02(a)(ii)(B) or payment of an allocation of Available
Investor Principal Collections available pursuant to Section 4.02(b)(ii),
Section 4.02(b)(iii) or Section 4.02(c)(ii) to be made on the Interest Deposit
Dates and Principal Deposit Dates or other dates specified in the applicable
Payment Request.
SECTION 5.03. Finance Charges Allocable to Segregated Sellers' Interest.
The Series 2000 Certificate Representative may from time to time notify the
Servicer of the amount of the Sellers' Interest that is to be the Segregated
Sellers' Interest in an amount equal to the amounts on deposit in the Principal
Funding sub-Accounts for any tranche of Notes (other than any tranche of RSP
Notes). The Series 2000 Certificate Representative may from time to time, with
respect to any Due Period, request a payment to be made from Collections of
Finance Charge Receivables allocable to the Segregated Sellers' Interest held in
the Collection Account, in an amount not greater than the lesser of:
(a) the aggregate amount of all Principal Funding sub-Account
Shortfalls for all tranches of Notes (other than any tranches of RSP Notes)
with respect to such Due Period, and
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<PAGE>
(b) the aggregate amount of all Collections of Finance Charge
Receivables allocable to the Segregated Sellers' Interest with respect to
such Due Period less any portion of the Defaulted Receivables and the
Servicing Fee allocable to the Segregated Sellers' Interest with respect to
such Due Period and held in the Collection Account pursuant to Section
4.01(b).
The Servicer shall pay such amount to the Series 2000 Certificateholders on the
date specified in such request.
ARTICLE VI
Distributions and Reports to
Series 2000 Certificateholders
SECTION 6.01. Distributions. Except as provided in Section 12.02 of the
Agreement with respect to a final distribution, distributions to Series 2000
Certificateholders hereunder shall be made by check mailed to each Series 2000
Certificateholder at such Certificateholder's address appearing in the
Certificate Register (or, to the extent specified by the Series 2000 Certificate
Representative in a written notice to the Trustee and the Servicer, by wire
transfer in accordance with such notice) without presentation or surrender of
any Series 2000 Certificate or the making of any notation thereon.
SECTION 6.02. Monthly Performance Statement and Monthly Servicer's
Certificate. Not later than the Business Day preceding each Distribution Date,
the Servicer shall deliver to the Trustee, the Series 2000 Certificate
Representative and each Rating Agency (as defined in the Indenture) (i) a
Monthly Performance Statement and (ii) a Monthly Servicer's Certificate.
SECTION 6.03. Monthly Computation Statement; Issuer's Report. Not later
than the Business Day preceding each Distribution Date, the Servicer, in
cooperation with the Series 2000 Certificate Representative, shall compute the
information required by a Monthly Computation Statement. The Servicer, in
cooperation with the Series 2000 Certificate Representative, shall prepare and
execute an Issuer's Report referred in Section 907 of the Indenture with respect
to each Due Period.
ARTICLE VII
Final Distributions; Sale of Receivables
SECTION 7.01. Sale of Certificateholders' Interest Pursuant to Section
2.06 or 10.01 of the Agreement. (a) (i) The amount to be paid by the Sellers
with respect to Series 2000 in connection with a repurchase of the
Certificateholders' Interest pursuant to Section 2.06 of the Agreement shall
equal the Reassignment Amount for the first Distribution Date following the Due
Period in which the reassignment obligation arises under the Agreement.
19
<PAGE>
(ii) The amount to be paid by the Sellers with respect to Series 2000 in
connection with a repurchase of the Certificateholders' Interest pursuant to
Section 10.01 of the Agreement shall equal the Reassignment Amount for the
Distribution Date of such repurchase.
(b) With respect to the Reassignment Amount deposited into the Collection
Account pursuant to this Section 7.01 or any Termination Proceeds from the sale
of Receivables (or interests therein) allocable to the Series 2000
Certificateholders' Interest deposited into the Collection Account pursuant to
Section 12.02(c) of the Agreement, the Trustee shall, not later than 12:00 noon,
New York City time, on the date of deposit, make deposits or distributions of
such amounts and pay such amounts to the Series 2000 Certificateholders.
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount payable to the Series 2000 Certificateholders
pursuant to Section 10.01 of the Agreement and all amounts on deposit in the
Collection Account for distribution to the Series 2000 Certificateholders shall
be distributed in full to the Series 2000 Certificateholders on such date and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.
SECTION 7.02. Distribution of Proceeds of Sale, Disposition or Liquidation
of the Receivables Pursuant to Section 9.02 of the Agreement. (a) Not later than
12:00 noon, New York City time, on the Distribution Date following the date on
which Insolvency Proceeds are deposited into the Collection Account pursuant to
Section 9.02(b) of the Agreement, the Trustee shall (after giving effect to any
deposits and distributions otherwise to be made in respect of such Distribution
Date) deduct an amount equal to the Series 2000 Invested Amount on such
Distribution Date from the portion of the Insolvency Proceeds allocated to
Allocable Principal Collections and pay such amount to the Series 2000
Certificateholders, provided that the amount of such payment shall not exceed
the product of (x) the portion of the Insolvency Proceeds allocated to Allocable
Principal Collections and (y) the Principal Allocation Percentage with respect
to the related Due Period. The remainder of the portion of the Insolvency
Proceeds allocated to Allocable Principal Collections shall be allocated to the
Sellers' Interest and shall be released to the Sellers on such Distribution
Date.
(b) Not later than 12:00 noon, New York City time, on such Distribution
Date, the Trustee shall (in the following priority and, in each case, after
giving effect to any deposits and distributions otherwise to be made in respect
of such Distribution Date) deduct an amount equal to the sum of (i) all unpaid
fees and expenses of the Indenture Trustee pursuant to Section 501(a) of the
Indenture and all such unpaid fees and expenses from earlier Due Periods, and
(ii) the aggregate Targeted Interest Deposit Amounts for all Outstanding
tranches of Notes under Section 501(b) of the Indenture for the current Due
Period or any such Targeted Interest Deposit Amount for earlier Due Periods that
has not been deposited, and pay such amount to the Series 2000
Certificateholders; provided, however, that the amount of such payment shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Allocable Finance Charge Collections and (y) the Floating Allocation Percentage
with respect to such Due Period. The remainder of the Insolvency Proceeds
allocated to Allocable Finance Charge Collections shall be distributed to the
Sellers on such Distribution Date.
20
<PAGE>
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount payable to the Series 2000 Certificateholders
pursuant to this Section, and all amounts on deposit in the Collection Account
for distribution to the Series 2000 Certificateholders shall be distributed in
full to the Series 2000 Certificateholders on the Distribution Date on which
funds are deposited pursuant to this Section (or, if not so deposited on a
Distribution Date, on the immediately following Distribution Date) and shall be
deemed to be a final distribution pursuant to Section 12.02 of the Agreement.
(d) Notwithstanding any provision of the Agreement or this Series
Supplement, for purposes of Section 9.02(a) of the Agreement, the Holders of the
Series 2000 Certificate shall not be deemed to have disapproved a liquidation of
the Receivables following an Insolvency Event with respect to any of the Sellers
unless holders of more than 50% of the aggregate unpaid principal amount of the
Series 2000 Certificate shall have disapproved of such liquidation.
SECTION 7.03. Sale of Receivables. Upon notice to the Servicer by the
Series 2000 Certificate Representative pursuant to Section 523 of the Indenture
with respect to any accelerated tranche of Notes or any tranche of Notes which
has reached its Legal Maturity Date, the Trustee will cause the Master Trust to
sell Principal Receivables and the related Finance Charge Receivables (or
interests therein) in an amount specified by the Series 2000 Certificate
Representative which shall not be greater than the aggregate amount specified by
Section 523(c) of the Indenture. The proceeds from such sale shall be
immediately paid to the Series 2000 Certificate Representative.
ARTICLE VIII
Miscellaneous Provisions
SECTION 8.01. Ratification of Agreement. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 8.02. Counterparts. This Series Supplement may be executed in two
or more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.
SECTION 8.03. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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.
21
<PAGE>
SECTION 8.04. Construction of Agreement. The Sellers hereby confirm that
the security interest granted to the Trustee pursuant to Section 13.18 of the
Agreement is for the benefit of the Investor Certificateholders.
SECTION 8.05. Excluded Series. Upon written notification by the Series 2000
Certificate Representative to the Trustee, pursuant to Section 1112 of the
Indenture, that a portion of the Series 2000 Invested Amount (corresponding to
the Nominal Liquidation Amount of a series, class or tranche of Notes issued
pursuant to the Indenture) is to be considered an Excluded Series, then the
Trustee shall designate such portion of the Series 2000 Invested Amount as
Excluded Series of the Master Trust. All other portions of the Series 2000
Invested Amount shall not be considered Excluded Series.
SECTION 8.06. Treatment of Noteholders. For purposes of any provision of
the Agreement or this Series 2000 Supplement requiring or permitting actions
with the consent of, or at the direction of, Investor Certificateholders holding
a specified percentage of the aggregate unpaid principal amount of Investor
Certificates (a) each Noteholder will be deemed to be a Certificateholder; (b)
each Noteholder will be deemed to be the Holder of an aggregate unpaid principal
amount of Series 2000 Certificates equal to the Adjusted Outstanding Dollar
Principal Amount of such Noteholder's Notes; (c) each series of Notes under the
Indenture will be deemed to be a separate Series of Investor Certificates and
the Holder of a Note of such series will be deemed to be the Holder of an
aggregate unpaid principal amount of such Series of Investor Certificates equal
to the Adjusted Outstanding Dollar Principal Amount of such Noteholder's Notes
of such series; (d) each class of Notes of a Single Issuance Series and each
tranche of Notes of a Multiple Issuance Series under the Indenture will be
deemed to be a separate Class of Investor Certificates and the Holder of a Note
of such class or tranche will be deemed to be the Holder of an aggregate unpaid
principal amount of such Class of Investor Certificates equal to the Adjusted
Outstanding Dollar Principal Amount of such Noteholder's Notes of such class or
tranche and (e) any Notes owned by the Issuer, either Seller, the Servicer, any
other holder of a Sellers' Certificate or any Affiliate thereof will be deemed
not to be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such consent or direction, only Notes which the
Trustee knows to be so owned shall be so disregarded. Notes so owned which have
been pledged in good faith shall not be disregarded and may be regarded as
outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Notes and that the pledgee is not
either Seller, the Servicer, any other holder of a Sellers' Certificate or any
Affiliate thereof.
SECTION 8.07. Sale for Accounting Purposes. The parties hereto intend to
treat each increase in the Series 2000 Invested Amount as a sale, and not as a
secured borrowing, for accounting purposes.
22
<PAGE>
ARTICLE IX
Covenants
SECTION 9.01. Reduction in Portfolio Yield. Citibank (South Dakota), in its
capacity as a Seller, and each Additional Seller hereby covenant that upon
receipt of notice by the Issuer or the Indenture Trustee of the occurrence of an
Early Redemption Event described in Section 1201(e) of the Indenture, except as
is otherwise required by any Requirements of Law, it will not reduce the
Periodic Rate Finance Charge applicable to any Account to a rate that would
result in the weighted average of the Periodic Rate Finance Charges applicable
to all the Accounts as of the last day of any Due Period being less than the sum
of
(i) the weighted average of (a) the Certificate Rates of each
Outstanding Series (other than Series 2000) and (b) the Weighted Average
Interest Rates (as defined in the Indenture), in each case, as of such last
day; and
(ii) 6%.
23
<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 /s/ Douglas C. Morrison
-----------------------------------
Name: Douglas C. Morrison
Title: Vice President
CITIBANK (NEVADA), NATIONAL ASSOCIATION, Seller,
by /s/ Robert D. Clark
-----------------------------------
Name: Robert D. Clark
Title: Vice President
BANKERS TRUST COMPANY, Trustee,
by /s/ Charles C. Greiter
-----------------------------------
Name: Charles C. Greiter
Title: Vice President
24
<PAGE>
EXHIBIT A
[FORM OF] PAYMENT REQUEST
From: Citibank (South Dakota), N.A., as
Series 2000 Certificate
Representative under the Series 2000
Supplement and as Managing Beneficiary
of the Citibank Credit Card Issuance Trust
To: Citibank (South Dakota), N.A., as
Servicer under Citibank Credit Card
Master Trust I
Date:
Citibank Credit Card Master Trust I
Series 2000 Certificates
Due Period ending , 20
Reference is made to the Series 2000 Supplement, dated as of September 26, 2000
(as amended, supplemented and otherwise modified, the "Series 2000 Supplement"),
among Citibank (South Dakota), N.A., as Seller and Servicer, Citibank (Nevada),
National Association, as Seller, and Bankers Trust Company, as Trustee on be
half of the Certificateholders, and the Indenture, dated as of September 26,
2000 (as amended, supplemented and otherwise modified, the "Indenture"), among
Citibank Credit Card Issuance Trust, as Issuer, and Bankers Trust Company, as
Trustee on behalf of the Noteholders. Terms used herein have the meanings
provided in the Series 2000 Supplement or the Indenture, as applicable.
The Series 2000 Certificate Representative requests the following payments with
respect to the Series 2000 Certificates be made on the following dates:
A. Allocations of Investor Finance Charge Collections available pursuant to
Section 4.02 of the Series 2000 Supplement.
1. Required pursuant to Section 501(a) of the Indenture (to pay
accrued and unpaid fees and expenses of, and other amounts
due to, the Indenture Trustee pursuant to Section 807 of the
Indenture, to be paid as soon as practicable after the end
of the applicable Due Period).............................. $________
<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)
Tranche Interest Deposit Date Amount
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
Total....... $_______
3. Required pursuant to Section 501(c) of the Indenture (to increase the
Invested Amount of the Series 2000 Certificate or reimburse any
Receivables Sales Proceeds Deposit Deficit pursuant to Section 527 of
the Indenture, to be paid to the Servicer as soon as practicable after
the end of the applicable Due Period) $________
4. Required pursuant to Section 501(d) of the Indenture (to make the
targeted deposits to the Class C Reserve Account pursuant to Section
518 of the Indenture, on the applicable Monthly Interest Date)
Tranche Interest Deposit Date Amount
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
Total....... $_______
5. Required pursuant to Section 501(e) of the Indenture (to make any
other payment or deposit required by the terms document of any series,
class or tranche of Notes)
Tranche Interest Deposit Date Amount
------------------------------------------------------------------
$
------------------------------------------------------------------
2
<PAGE>
------------------------------------------------------------------
Tranche Interest Deposit Date Amount
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
Total....... $_______
6. Balance of the Investor Finance Charge Collections to be paid to the
Issuer pursuant to Section 501(f) of the Indenture 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 of the Series 2000 Supplement.
1. Required pursuant to Section 502(a) of the Indenture (to be
reallocated to pay deficiencies in targeted deposits to the Interest
Funding Account pursuant to A2, subject to the limitations set forth
in the Indenture, to be paid on the applicable Interest Deposit Date)
Tranche Interest Deposit Date Amount
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
Total....... $_______
2. Required pursuant to Section 502(b) of the Indenture (to make the
targeted deposits to the Principal Funding Account pursuant to Section
508 of the Indenture, to be paid on the applicable Principal Deposit
Date)
Tranche Interest Deposit Date Amount
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
$
------------------------------------------------------------------
Total....... $_______
3
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Payment Request on , 20 .
CITIBANK CREDIT CARD ISSUANCE TRUST, as
Issuer
By: CITIBANK (SOUTH DAKOTA), N.A., as
Series 2000 Certificate Representative
and as Managing Beneficiary
By: __________________________
Name:
Title:
By: CITIBANK (SOUTH DAKOTA), N.A., as
Servicer
By: __________________________
Name:
Title:
4
<PAGE>
EXHIBIT B
[FORM OF] MONTHLY COMPUTATION STATEMENT
Date:
Citibank Credit Card Master Trust I
Series 2000 Certificate
Due Period ending , 20
Reference is made to the Series 2000 Supplement, dated as of September 26, 2000
(as amended, supplemented and otherwise modified, the "Series 2000 Supplement"),
among Citibank (South Dakota), N.A., as Seller and Servicer, Citibank (Nevada),
National Association, as Seller, and Bankers Trust Company, as Trustee on be
half of the Certificateholders, and the Indenture, dated as of September 26,
2000 (as amended, supplemented and otherwise modified, the "Indenture"), among
Citibank Credit Card Issuance Trust, as Issuer and Bankers Trust Company, as
Trustee on behalf of the Noteholders. Terms used herein have the meanings
provided in the Series 2000 Supplement or the Indenture, as applicable.
The following computations are as of the end of the Due Period ending ,
20 (the "applicable Due Period"):
A. Increases in the components of the Series 2000 Invested Amount, the Series
Adjusted Invested Amount for Series 2000 and the principal amount of the
Series 2000 Certificates, as of the end of the applicable Due Period
1. The cumulative sum of the Initial Dollar Principal Amount of each
tranche of Notes as of the end of the applicable Due Period pursuant
to Section 5.01(a)(x)(i) of the Series 2000 Supplement and clause (a)
of the definition of "Nominal Liquidation Amount" in the Indenture
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
2(a). The cumulative sum of accretions of principal on Discount Notes
targeted to be deposited in the Interest Funding Account pursuant to
Section 503(f) of the Indenture and Section 5.01(a)(x)(ii)(A) of the
Series 2000 Supplement, whether or not actually deposited and paid by
the Issuer to the Master Trust pursuant to Sections 507(b)
<PAGE>
and 520(a) of the Indenture for reinvestment in the Series 2000
Invested Amount pursuant to Sections 4.03(e)
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
2(b). The cumulative sum of accretions of principal on Discount Notes
actually paid by the Issuer to the Master Trust for reinvestment in
the Series 2000 Invested Amount pursuant to Sections 4.03(e) and
5.01(a)(x)(ii)(B) of the Series 2000 Supplement and Sections 5.07(b)
and 520(a) of the Indenture
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
3. The cumulative sum of principal collections paid by the Issuer to the
Master Trust for reinvestment in the Series 2000 Invested Amount
pursuant to Sections 4.03(f) and 5.01(a)(x)(iii) of the Series 2000
Supplement and Sections 502(a) and 520(c) of the Indenture
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
4. The cumulative sum of reimbursements of Series 2000 Invested Amount
Deficit from Allocable Miscellaneous Payments retained by the Master
Trust for reinvestment in the Series 2000 Invested Amount pursuant to
Sections 4.03(b)(i) and 5.01(a)(x)(iv) of the Series 2000 Supplement
and Section 527(e)(i) of the Indenture
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
2
<PAGE>
5. The cumulative sum of reimbursements of Series 2000 Invested Amount
Deficit made pursuant to Sections 4.02(a)(ii)(C), 4.03(c) and
5.01(a)(x)(v) of the Series 2000 Supplement and Sections 520(b) and
527(f)(i) of the Indenture
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
B. Decreases in the components of the Series 2000 Invested Amount, the Series
Adjusted Invested Amount for Series 2000, and the principal amount of the
Series 2000 Certificates as of the end of the applicable Due Period
1(a). The cumulative sum of all Principal Collections paid to the Issuer
pursuant to Section 4.02(b)(ii) or Section 4.02(c)(ii) of the Series
Supplement which are reallocated pursuant to Section 502(a) of the
Indenture and Section 5.01(a)(y)(i) of the Series 2000 Supplement to
make targeted deposits to the Interest Funding Account
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
1(b). The cumulative sum of all Principal Collections paid to the Issuer
pursuant to Section 4.02(b)(ii) or Section 4.02(c)(ii) of the Series
Supplement which are reallocated pursuant to Section 502(a) of the
Indenture and Section 5.01(a)(y)(i) of the Series 2000 Supplement to
make targeted deposits to the Interest Funding Account that in each
case resulted in a reduction of the Nominal Liquidation Amount of
Notes that were Revolving Notes at the time of such reduction
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
2(a). The cumulative sum of all payments of Principal Collections paid to
the Issuer (other than those referred to in item B1 above)
3
<PAGE>
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
2(b). With respect to all tranches of Notes that were Revolving Notes at
the time of such payment, the cumulative sum of all payments of
principal collections to the Issuer (other than those referred to in
item B1 above) on deposit in the Principal Funding Account or
withdrawn from the Principal Funding Account pursuant to Section
511(a), (b) or (c) of the Indenture
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
3. With respect to each tranche of RSP Notes, an aggregate amount equal
to the Nominal Liquidation Amount of each such tranche immediately
before giving effect to the applicable sale of Receivables pursuant to
Section 7.03 of the Series 2000 Supplement and Section 523 of the
Indenture
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
4(a). Investor Charge-Offs allocated to the Series 2000 Certificate
pursuant to Sections 4.03(a) and 5.02(a)(y)(iv) of the Series 2000
Supplement, to the extent that such Investor Charge-Offs reduce the
aggregate Nominal Liquidation Amount of the Notes pursuant to Section
526(e)(i) of the Indenture
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
4(b). Investor Charge-Offs allocated to the Series 2000 Certificate
pursuant to Sections 4.03(a) and 5.02(a)(y)(iv) of the Series 2000
Supplement, to the extent that such Investor Charge-Offs reduce the
aggregate Nominal
4
<PAGE>
Liquidation Amount of the Notes pursuant to Section 526(e)(i) of the
Indenture that were Revolving Notes at the time of such reduction
From all prior Due Periods.................... $________
From the applicable Due Period................ $________
Total................................................... $________
C. Series 2000 Invested Amount and aggregate Nominal Liquidation
Amount of the Notes (sum of Items A1, A2(b), A3, A4 and A5, less
Items B1(a), B2(a), B3 and B4(a))............................. $________
D. Series 2000 Adjusted Invested Amount (sum of Items A1, A2(b), A3,
A4 and A5, less Items B1(b), B2(b), B3 and B4(b))............. $________
E. 1. Principal amount of the Series 2000 Certificates and
aggregate Adjusted Outstanding Principal Amount of the Notes
(sum of Items A1, A2(a) and A3, less Item B2(a)) (but
subject to Section 5.01(b) of the Series 2000 Supplement) $________
2. Aggregate amount on deposit in the Principal Funding
Account.................................................. $________
3. Aggregate Outstanding Dollar Principal Amount of the Notes
(sum of Items E1 and E2)................................. $________
F. Amount of Finance Charge Collections (and amounts to be treated
as Finance Charge Collections) available pursuant to Section 501
of the Indenture to fund Class C Reserve sub-Accounts......... $________
G. Portion of the Series 2000 Invested Amount to be considered as an
Excluded Series............................................... $________
H. The aggregate amount on deposit in the Principal Funding Account
for each tranche of Notes, other than any tranche of RSP Notes
(equal to the designated portion of the Sellers
Interest)..................................................... $________
5
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Monthly Computation Statement on , 20 .
CITIBANK (SOUTH DAKOTA), N.A., Servicer of
Citibank Credit Card Master Trust I,
By:____________________________________
Name:
Title:
CITIBANK CREDIT CARD ISSUANCE TRUST, as
Issuer
By: CITIBANK (SOUTH DAKOTA), N.A., as
Series 2000 Certificate Representative
and as Managing Beneficiary
By:______________________________________
Name:
Title:
6
<PAGE>
EXHIBIT C
[FORM OF MONTHLY PERFORMANCE STATEMENT]
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
======================================================================
CITIBANK CREDIT CARD MASTER TRUST I
For the Due Period Ending ___________ __, 20__
======================================================================
This Report relates to the Due Period ending ___________ __, 20__ .
A. Information Regarding the Master Trust portfolio
------------------------------------------------
1. Portfolio Yield for the Collateral Certificate .................... %
Yield Component ............................................... %
Credit Loss Component% ........................................ %
2. New Purchase Rate ................................................. %
3. Total Payment Rate ................................................ %
4. Principal Payment Rate ............................................ %
5. Aggregate Amount of Principal Receivables in the Master Trust:
Beginning of Due Period ....................................... $
Average ....................................................... $
Lump Sum Addition ............................................. $
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 Payment Dates, 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 ....................................... $
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 ....................................... %
<PAGE>
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
======================================================================
CITIBANK CREDIT CARD MASTER TRUST I
For the Due Period Ending ___________ __, 20__
======================================================================
<TABLE>
<CAPTION>
Current Due Current Due
Period on an Period on a
Actual Basis/1/ Standard Basis/1/
--------------- -----------------
B. Information Regarding the Collateral Certificate
------------------------------------------------
(Percentage Basis)
<S> <C> <C>
1. Portfolio Yield % %
2. Weighted Average Note Rate % %
3. Weighted Average Investor Fee Rates
Fixed Servicing Fee % %
Others % %
4. Surplus Finance Charge Collections % %
5. Surplus Finance Charge Collections For Purposes % %
of Funding Class C Reserve Account
6. Required Surplus Finance Charge Amount % %
7. Aggregate Surplus Finance Charge Amount % %
minus Required Surplus Finance Charge Amount
</TABLE>
<TABLE>
<CAPTION>
C. Information Regarding the Collateral Certificate
------------------------------------------------
(Dollar Basis)
<S> <C> <C>
1. Total Investor Collections $ $
Principal Collections $ $
</TABLE>
---------------------
/1/ Values for Current Due Period on an Actual Basis reflect, in the case of a
first due period close of a tranche of Notes, activity from the close date
until the first due period end, or, as in the case of Investor Monthly
Interest and certain fees, until the first Monthly Interest Date. Values
for Current Due Period on a Standard Basis reflect activity for the entire
current due period, as if all Notes had already been outstanding prior to
the first day of such due period.
All percents are based on actual cash revenue or expense for the period,
converted to an annualized percent using day counts appropriate for the
item, either 30/360, actual/360, or actual/actual. Depending on the item,
cash expenses may accrue from ____________, 20___ to ____________, 20___,
___ days, or ____________, 20___ to ____________, 20___, ___ days (standard
basis).
2
<PAGE>
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
======================================================================
CITIBANK CREDIT CARD MASTER TRUST I
For the Due Period Ending ___________ __, 20__
======================================================================
<TABLE>
<S> <C> <C>
Finance Charge Collections $ $
2. Investor Default Amount $ $
3. Investor Monthly Interest $ $
4. Investor Monthly Fees
Fixed Servicing Fees $ $
Others $ $
5. Surplus Finance Charge Collections $ $
6. Required Surplus Finance Charge Collections $ $
7. Aggregate Surplus Finance Charge Amount $ $
minus Required Surplus Finance Charge Amount
</TABLE>
3
<PAGE>
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
======================================================================
CITIBANK CREDIT CARD MASTER TRUST I
For the Due Period Ending ___________ __, 20__
======================================================================
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Report
this __ day of __________ 20__.
[CITIBANK (SOUTH DAKOTA), N.A.,
As Servicer of Citibank Credit
Card Master Trust I]
By:______________________________
Name:
Title:
4
<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 2000
The undersigned, a duly authorized representative of Citibank (South
Dakota), N.A., as Servicer ("Citibank (South Dakota)"), pursuant to the Pooling
and Servicing Agreement dated as of May 29, 1991 (as amended and supplemented,
the "Agreement"), as supplemented by the Series 2000 Supplement (as amended and
supplemented, the "Series Supplement"), among Citibank (South Dakota), N.A.,
Seller and Servicer, Citibank (Nevada), National Association, Seller, and
Bankers Trust Company, Trustee, certifies as follows:
1. Capitalized terms used herein have their respective meanings as set
forth in the Agreement or Series Supplement, as applicable.
2. Citibank (South Dakota) is, as of the date hereof, the Servicer under
the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring on ______.
5. As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations under the
Agreement through the Due Period preceding such Distribution Date [or, if there
has been a default in the performance of any such obligation, set forth in
detail (i) the nature of such default, (ii) the action, if any, taken by the
Sellers and Servicer to remedy such default, and (iii) the current status of
each such default; if applicable, insert "None"].
6. As of the date hereof, to the best knowledge of the undersigned, no
Amortization Event has occurred or has been deemed to have occurred on or before
such Distribution Date.
7. As of the date hereof, to the best knowledge of the undersigned, no
Lien has been placed on any of the Receivables other than pursuant to the
Agreement (or, if there is a Lien, such Lien consists of_________).
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Servicer's Certificate on , 20 .
CITIBANK (SOUTH DAKOTA), N.A., as Servicer,
By:_________________________
Name:
Title:
2
<PAGE>
EXHIBIT E
REGISTERED No. R-1
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 2000
CREDIT CARD PARTICIPATION CERTIFICATE
This Certificate represents an undivided interest in certain assets of the
CITIBANK CREDIT CARD MASTER TRUST I
the corpus of which consists primarily of receivables generated from time to
time in the ordinary course of business in a portfolio of revolving credit card
accounts by
CITIBANK (SOUTH DAKOTA), N.A.
and
CITIBANK (NEVADA),
NATIONAL ASSOCIATION
and, in certain circumstances, certain Additional Sellers (as defined in the
Pooling and Servicing Agreement referred to below).
(Not an interest in or obligation of Citibank
(South Dakota), N.A., Citibank (Nevada),
National Association, any Additional Sellers or
any affiliate thereof)
This certifies that CITIBANK CREDIT CARD ISSUANCE TRUST (the "Series 2000
Certificateholder") is the registered owner of a fractional undivided interest
in certain assets of a trust (the "Trust") created pursuant to the Pooling and
Servicing Agreement dated as of May 29, 1991 (as amended and supplemented, the
"Agreement"), as supplemented by the Series 2000 Supplement dated as of
September 26, 2000 (as amended, supplemented and otherwise modified, the "Series
Supplement"), among Citibank (South Dakota), N.A., a national banking
association, as Seller and Servicer, Citibank (Nevada), National Association, a
national banking association, as Seller, and Bankers Trust Company, a New York
banking corporation, as trustee (the "Trustee"). The corpus of the Trust
consists of (i) a portfolio of all receivables (the "Receivables") existing in
the revolving credit card accounts identified under the Agreement from time to
time (the "Accounts"), (ii) all Receivables generated under the Accounts from
time to time thereafter, (iii) funds collected or to be collected from
cardholders in respect of the Receivables, (iv) all funds which are from time to
time on deposit in the Collection Account and (v) all other assets and interests
constituting the Trust. Although a summary of certain provisions of the
Agreement and the Series Supplement is set forth below and on the Summary of
Terms and Conditions attached hereto and made a part hereof, this Series 2000
Certificate does not purport to summarize the Agreement and the Series
Supplement and reference is made to the Agreement and the Series Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds
<PAGE>
and duties evidenced hereby and the rights, duties and obligations of the
Trustee. A copy of the Agreement and the Series Supplement (without schedules)
may be requested from the Trustee by writing to the Trustee at the Corporate
Trust Office. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Agreement or the Series
Supplement, as applicable.
This Series 2000 Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series Supplement, to which
Agreement and Series Supplement, each as amended and supplemented from time to
time, the Series 2000 Certificateholder by virtue of the acceptance hereof
assents and is bound.
This Series 2000 Certificate is a security governed by Article 8 of the New
York Uniform Commercial Code.
In general, payments of principal with respect to the Series 2000
Certificates are limited to the Series 2000 Invested Amount, which may be less
than the unpaid principal balance of the Series 2000 Certificates. The
Termination Date of the Series 2000 Certificates is the September 2020
Distribution Date, as such date may be extended from time to time by notice from
the Issuer to the Trust with the consent of the Trust. Principal with respect to
the Series 2000 Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. If the
principal of the Series 2000 Certificates is not paid in full on or before the
Termination Date, the Trustee will sell or cause to be sold on such Termination
Date Principal Receivables (and the related Finance Charge Receivables) (or
interests therein) in an amount equal to 110% of the Series 2000 Invested Amount
as of such Termination Date, subject to certain limitations, and shall
immediately deposit the Termination Proceeds allocable to the Series 2000
Certificateholders' Interest in the Collection Account. The Termination Proceeds
shall be allocated and distributed to the Series 2000 Certificateholders in
accordance with the Series Supplement.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual or facsimile signature, this Series 2000
Certificate shall not be entitled to any benefit under the Agreement or the
Series Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Banks have caused this Series 2000 Certificate to
be duly executed.
CITIBANK (SOUTH DAKOTA), N.A.,
By ______________________________
Douglas C. Morrison
Vice President
2
<PAGE>
CITIBANK (NEVADA), NATIONAL
ASSOCIATION,
By ______________________________
Robert D. Clark
Vice President
Dated:
3
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series 2000 Certificates described in the within-mentioned
Agreement and Series Supplement.
BANKERS TRUST COMPANY, as Trustee,
By ____________________________
Name:
Title: Authorized Officer
or
By: CITIBANK, N.A., as Authenticating
Agent for the Trustee,
By ____________________________
Name:
Title: Authorized Officer
4
<PAGE>
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 2000
CREDIT CARD PARTICIPATION CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise generally from
the purchase of merchandise and services and amounts advanced to cardholders as
cash advances and Finance Charge Receivables which arise generally from Periodic
Rate Finance Charges, Cash Advance Fees, Late Payment Fees and annual membership
fees with respect to the Accounts. This Series 2000 Certificate is one of a
series of Certificates entitled Citibank Credit Card Master Trust I, Series 2000
Credit Card Participation Certificates (the "Series 2000 Certificates"), each of
which represents a fractional undivided interest in certain assets of the Trust.
The Trust Assets are allocated in part to the Certificateholders of all
outstanding Series (the "Certificateholders' Interest") with the remainder
allocated to the Sellers. The aggregate interest represented by the Series 2000
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Series 2000 Invested Amount at such time. The
Series 2000 Invested Amount on any date will be as computed in accordance with
the Series Supplement. A Sellers' Certificate has been issued to the Sellers
pursuant to the Agreement which represents the Sellers' Interest.
Subject to the terms and conditions of the Agreement, the Sellers may from
time to time direct the Trustee, on behalf of the Trust, to issue one or more
new Series of Investor Certificates, which will represent fractional undivided
interests in certain of the Trust Assets.
For each Due Period, the Paying Agent shall distribute to each Series 2000
Certificateholder of record on the last day of the calendar month preceding the
month in which such distribution occurs (each a "Record Date") such Series 2000
Certificateholder's pro rata share of such amounts as are payable to the Series
2000 Certificateholders pursuant to the Agreement and the Series Supplement.
Distributions with respect to this Series 2000 Certificate will be made by the
Paying Agent by check mailed to the address of the Series 2000 Certificateholder
of record appearing in the Certificate Register (or, pursuant to Section 6.01 of
the Series Supplement, to the extent specified by the Series 2000 Certificate
Representative in a written notice to the Trustee and the Servicer, by wire
transfer in accordance with such notice) without the presentation or surrender
of this Series 2000 Certificate or the making of any notation thereon (except
for the final distribution in respect of this Series 2000 Certificate). Final
payment of this Series 2000 Certificate will be made only upon presentation and
surrender of this Series 2000 Certificate at the office or agency specified in
the notice of final distribution delivered by the Trustee to the Series 2000
Certificateholders in accordance with the Agreement and the Series Supplement.
This Series 2000 Certificate does not represent an obligation of, or an
interest in, the Sellers, the Servicer, any Additional Sellers or any affiliate
of any of them and is not insured or
5
<PAGE>
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality. This Series 2000 Certificate is limited
in right of payment to certain Collections with respect to the Receivables (and
certain other amounts), all as more specifically set forth hereinabove and in
the Agreement and the Series Supplement.
The Agreement or any Supplement may, subject to certain conditions, be
amended by the Sellers, the Servicer and the Trustee without Investor
Certificateholder consent. The Trustee may, but shall not be obligated to, enter
into any such amendment which affects the Trustee's rights, duties or immunities
under the Agreement or otherwise.
The Agreement or any Supplement may also be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Sellers and the Trustee, with the consent of the Holders of
Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of all adversely affected Series,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Agreement or any Supplement or of
modifying in any manner the rights of the Investor Certificateholders; provided,
however, that no such amendment shall (i) reduce in any manner the amount of or
delay the timing of any distributions to be made to Investor Certificateholders
or deposits of amounts to be so distributed without the consent of each affected
Investor Certificateholder, (ii) change the definition of or the manner of
calculating the interest of any Investor Certificateholder without the consent
of each affected Investor Certificateholder, (iii) reduce the aforesaid
percentage required to consent to any such amendment without the consent of each
Investor Certificateholder or (iv) adversely affect the rating of any Series or
Class by the Rating Agency without the consent of the Holders of Investor
Certificates of such Series or Class evidencing not less than 66-2/3% of the
aggregate unpaid principal amount of the Investor Certificates of such Series or
Class. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's rights, duties or immunities under this
Agreement or otherwise.
Subject to the limitations set forth in the Agreement and the Series
Supplement, the transfer of this Series 2000 Certificate shall be registered in
the Certificate Register upon surrender of this Series 2000 Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer, in a form
satisfactory to the Trustee or the Transfer Agent and Registrar, duly executed
by the Series 2000 Certificateholder or such Series 2000 Certificateholder's
attorney, and duly authorized in writing with such signature guaranteed, and
thereupon one or more new Series 2000 Certificates of authorized denominations
and for the same aggregate fractional undivided interest will be issued to the
designated transferee or transferees.
As provided in the Agreement and subject to certain limitations therein set
forth, Series 2000 Certificates are exchangeable for new Series 2000
Certificates evidencing like aggregate fractional undivided interests as
requested by the Series 2000 Certificateholder surrendering such Series 2000
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
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The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this
Series 2000 Certificate is registered as the owner hereof for all purposes, and
neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them, shall be affected by notice to the
contrary except in certain circumstances described in the Agreement.
THIS SERIES 2000 CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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ASSIGNMENT
Social Security or other identifying number of assignee
__________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto Bankers Trust Company, as Trustee under the Indenture dated as of September
26, 2000 between Citibank Credit Card Issuance Trust and Bankers Trust Company,
Four Albany Street, New York, New York 10006 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:
CITIBANK CREDIT CARD ISSUANCE TRUST
By Citibank (South Dakota), N.A.,
as Managing Beneficiary
___________________________
Douglas C. Morrison
Vice President
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