April 24, 1998
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attn: Corporate Trust and Agency Group -
Structured Finance
Ladies and Gentlemen:
In consideration of Bankers Trust Company (the "Trustee") entering into the
Pooling and Servicing Agreement dated as of August 1, 1995, as amended by the
Amended and Restated Pooling and Servicing Agreement dated as of April 24, 1998,
as amended and supplemented (the "Agreement"), with Universal Card Services
Corp., a direct, wholly-owned subsidiary of Citibank, N.A. ("UCS"), Citibank,
N.A., a national banking association organized under the laws of the United
States of America ("Citibank"), xxxxxx agrees as follows:
1. Citibank guarantees to the Trustee, on behalf of the Trust, for the
benefit of the Certificateholders (as each such term is defined in the
Agreement), the performance of each of the obligations of UCS under the
provisions of the Agreement ("Obligations") subject to the terms set
forth below (the "Guarantee"). This is a guarantee of payment and
performance when due and not of collection.
2. Notice of acceptance of the Guarantee, of default or non-performance by
UCS is expressly waived, and action under this Guarantee shall be
subject to no other condition than the giving of a written request by
the Trustee, stating the fact of default or non-performance, mailed to
Citibank, N.A. at the following address: Citibank, N.A., Office of
Corporate Finance, 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000.
3. The obligations of Citibank under the Guarantee shall in no way be
impaired by:
o any extension, amendment, modification or renewal of the
Agreement or of the Obligations;
o any waiver of any event of default, extension of time or
failure to enforce any of the Obligations;
o any extension, moratorium or other relief granted to UCS
pursuant to any applicable law or statute.
4. This Guarantee and the obligations of Citibank hereunder shall be
irrevocably valid until:
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o return by the Trustee of the original of this Guarantee; or
o the close of business in New York on September 1, 2016 ("Final
Termination Date").
No claim by the Trustee may be asserted under this Guarantee after the
Final Termination Date.
5. This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York. Citibank shall be obligated to take
action hereunder only at the principal office of Citibank in New York,
New York.
Citibank shall have no obligation to take action hereunder during any period
when performance by UCS, in accordance with the provisions of the Agreement,
would constitute a violation of any applicable laws (other than bankruptcy,
liquidation, reorganization or similar laws affecting the enforcement of the
rights of creditors generally).
IN WITNESS WHEREOF, Citibank has caused these presents to be executed by its
duly authorized officer this 24th day of April nineteen hundred ninety-eight.
Very truly yours,
CITIBANK, N.A.
By: /s/ Xxxxxx Xxxxxx
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Vice President
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