Contract
Exhibit
4
AMENDMENT
NO. 1 dated as of April 27, 2006 (the “Amendment”), to the Series 2000
Supplement dated as of September 26, 2000 (the “Series 2000 Supplement”), to the
Amended and Restated Pooling and Servicing Agreement dated as of October 5,
2001
(as amended through the date hereof, the “Agreement”), among CITIBANK (SOUTH
DAKOTA), NATIONAL ASSOCIATION, a national banking association, as Seller and
Servicer (“Citibank (South Dakota)”), CITIBANK (NEVADA), NATIONAL ASSOCIATION, a
national banking association, as Seller (“Citibank (Nevada)” and together with
Citibank (South Dakota), the “Banks”), and DEUTSCHE BANK TRUST COMPANY AMERICAS,
as trustee (the “Trustee”).
The
parties hereto hereby agree as follows:
1.
Defined
Terms.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Series 2000 Supplement.
2.
Amendment
to Section 2.01.
The
following defined term is hereby added to Section 2.01 of the Series 2000
Supplement in proper alphabetical order:
“Regulation
AB”
shall
mean Regulation AB adopted by the Securities and Exchange Commission (17 CFR
§229.1100 et
seq.).
3.
Amendment
to Article VI.
Article
VI of the Series 2000 Supplement is hereby amended by adding a new Section
6.04
and a new Section 6.05 as follows:
“SECTION
6.04. Annual
Servicer’s Officer’s Certificates.
(a)
Servicer Compliance Statement.
Within
the earlier of 90 days after the end of each fiscal year or such date as
required by Regulation AB, beginning with the fiscal year ending December 31,
2006, the Servicer will deliver to the Trustee, the Sellers, the Series 2000
Certificate Representative and each Rating
Agency, the statement of compliance required under Item 1123 of Regulation
AB
with respect to such fiscal year, which statement shall be in the form of an
Officer’s Certificate of the Servicer to the effect that (i) a review of the
Servicer’s activities during such fiscal year and of its performance under the
Agreement has been made under the supervision of the officer signing such
Officer’s Certificate and (ii) to the best of such officer’s knowledge, based on
such review, the Servicer has fulfilled all of its obligations under the
Agreement in all material respects throughout such fiscal year, or, if there
has
been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status
thereof.
(b)
Report
of Assessment of Compliance with Servicing Criteria.
Within
the earlier of 90 days after the end of each fiscal year or such date as
required by Regulation AB, beginning with the fiscal year ending December 31,
2006, the Servicer will deliver to the Trustee, the Sellers, the Series 2000
Certificate Representative and each Rating Agency, a report on an assessment
of
compliance with the servicing criteria required under Item 1122 of
Regulation AB with respect to such fiscal year, which report will be in the
form
of an Officer’s Certificate of the Servicer to the effect that (i) the
Servicer is responsible for assessing compliance with the servicing criteria
applicable to it; (ii) the Servicer has used the criteria in paragraph
(d) of Item 1122 of Regulation AB to assess compliance with the
applicable servicing criteria; (iii) the Servicer has assessed compliance
with the applicable servicing criteria as of and for the period ending the
end
of such fiscal year and has disclosed any material instance of noncompliance
identified by the Servicer; and (iv) a registered public accounting firm
has issued an attestation report on the Servicer’s assessment of compliance with
the applicable servicing criteria as of and for the period ending the end of
such fiscal year.
SECTION
6.05. Annual
Attestation Report of Public Accounting Firm.
Within
the earlier of 90 days after the end of each fiscal year or such date as
required by Regulation AB, beginning with the fiscal year ending December 31,
2006, the Servicer shall cause a registered public accounting firm (who may
also
render other services to the Servicer or the Sellers) to furnish to the Trustee,
the Sellers, the Series 2000 Certificate Representative, the Servicer and each
Rating Agency an attestation report on the Servicer’s assessment of compliance
with the applicable servicing criteria as of and for the period ending the
end
of such fiscal year delivered by such accountants pursuant to Rule 13a-18 or
Rule 15d-18 under the Securities Exchange Act of 1934 and Item 1122 of
Regulation AB.”
4.
Conditions
to Effectiveness.
It
shall be a condition to the effectiveness of this Amendment that, on or prior
to
the date hereof, (a) the Banks shall have delivered to the Trustee an Opinion
of
Counsel, substantially in the form of Exhibit H-1 to the Agreement to the effect
that (i) the Amendment has been entered into in accordance with the terms and
provisions of Section 13.01 of the Agreement and will not adversely affect
in
any material respect the interests of any Investor Certificateholder and (ii)
the Amendment has been duly authorized, executed and delivered by the Banks
and
is enforceable against each of them in accordance with its terms, and (b) the
Rating Agency Condition shall have been satisfied.
5.
Governing
Law.
This
Amendment 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.
6.
Counterparts.
This
Amendment 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
together shall constitute one and the same instrument.
7.
Effect
on Series 2000 Supplement. Except
as
expressly amended hereby, the Series 2000 Supplement shall continue in full
force and effect in accordance with the provisions thereof as in existence
on
the date hereof. After the date hereof, any reference to the Series 2000
Supplement shall mean the Series 2000 Supplement as amended by this Amendment.
The Trustee makes no representation as to the validity or sufficiency of this
Amendment.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers as of the date first above
written.
CITIBANK
(SOUTH DAKOTA), NATIONAL
ASSOCIATION,
Seller
and Servicer,
By:
/s/
Xxxxxxx X. Xxxxxxxx
Xxxxxxx
X. Xxxxxxxx
Vice
President
CITIBANK
(NEVADA), NATIONAL ASSOCIATION,
Seller,
By:
/s/
Xxxxxx X. Xxxxx
Xxxxxx
X.
Xxxxx
Vice
President
DEUTSCHE
BANK TRUST COMPANY
AMERICAS,
as Trustee,
By:
/s/
Xxx Xxxxxxxx
Xxx
Xxxxxxxx
Assistant
Vice President
By:
/s/
Xxxxxxx Xxxxxxxxxxx
Xxxxxxx
Xxxxxxxxxxx
Associate
