EXHIBIT 4.2
EXECUTION COPY
AMENDMENT NO. 1 dated as of November
14, 2001 (this "Amendment") to the Indenture
dated as of September 26, 2000 (the
"Indenture"), between CITIBANK CREDIT CARD
ISSUANCE TRUST, a statutory business trust
organized under the laws of the State of
Delaware (the "Issuer"), and BANKERS TRUST
COMPANY, a New York banking corporation (
the "Trustee").
The parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise
defined herein will have the meanings ascribed to such terms in the Indenture.
SECTION 2. Amendment to Section 101 (Definitions) and Monthly
Computation Statement. Section 101 of the Indenture is hereby amended as
follows:
(a) Definition of Nominal Liquidation Amount. The definition of
Nominal Liquidation Amount is amended by inserting after clause (b)(viii)
thereof and before the proviso thereof the following:
minus
(ix) the Nominal Liquidation Amount allocable to any
Notes of that tranche that are cancelled pursuant to
Section 603;
and Exhibit B to the Indenture, the form of the Monthly Computation Statement,
is amended accordingly.
(b) Definition of Outstanding Dollar Principal Amount. The definition
of Outstanding Dollar Principal Amount is amended in its entirety as follows:
"Outstanding Dollar Principal Amount" means at any time,
(a) with respect to any tranche of non-Discount
Notes, the aggregate Initial Dollar Principal Amount of the
Outstanding Notes of such tranche at such time, less (i) the
amount of any withdrawals from the Principal Funding
sub-Account for such tranche of Notes for payment to the
Holders of such tranche or the applicable Derivative
Counterparty pursuant to Section 511(a), (b) or (c), and (ii)
the Outstanding Dollar Principal Amount allocable to any Notes
of that tranche that are cancelled pursuant to Section 603,
and
(b) with respect to any tranche of Discount Notes, an
amount of the Outstanding Notes of such tranche calculated by
reference to the applicable formula set forth in the
applicable terms document, taking into account the amount and
timing of (i) any payments made to the Holders of such tranche
or to the applicable Derivative Counterparty pursuant to
Section 511(a), (b) or (c), and (ii) the cancellation of any
Notes of that tranche pursuant to Section 603.
(c) Definition of Outstanding. The definition of Outstanding is
amended by changing the reference to Section 309 therein to Section 603.
SECTION 3. Amendment to Section 312 (Specification of Required
Subordinated Amount and other Terms with Respect to each Class of a Multiple
Issuance Series). Section 312(a)(iii) of the Indenture is hereby amended in its
entirety as follows:
(iii) the Class B Required Subordinated Amount of Class C
Notes will be an amount equal to 133.33333% of the Initial Dollar
Principal Amount of that tranche of Class B Notes; provided, however,
(A) for purposes of Section 313(c), the Class B
Required Subordinated Amount of Class C Notes of a tranche or
series will be an amount equal to 7.52688% of the Initial
Dollar Principal Amount of the applicable tranche or series of
Class B Notes, as the case may be, and
(B) for purposes of Section 516(a)(iii), the Required
Subordinated Amount of Class C Notes for Outstanding Class B
Notes of a tranche or series will be an amount equal to
7.52688% of the Initial Dollar Principal Amount of the
applicable tranche or series of Class B Notes, as the case may
be.
SECTION 4. Amendments to Section 313 (Required Subordinated Amount
Conditions to Issuance of Notes of a Tranche of a Senior Class of a Multiple
Issuance Series). (a) Section 313(c)(iv) of the Indenture is hereby amended in
its entirety as follows:
(iv) the aggregate amount of all Class B Usage of Class C
Required Subordinated Amount under clauses (c)(iii) and (c)(iv) of
Section 513 by any Outstanding tranche of Class B Notes of that series.
(b) Section 313 is hereby amended by adding a new clause (d) to read
as follows:
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(d) Required Subordinated Amounts of Senior Classes. On the
issuance date of Notes of a tranche of Class A Notes or Class B Notes
of a Multiple Issuance Series, immediately after giving effect to such
issuance, the available subordinated amount of Class C Notes of that
series must be at least equal to 7.52688% of the Outstanding Dollar
Principal Amount of the Class A Notes and Class B Notes of that series.
For purposes of this clause, the available subordinated amount of Class
C Notes of a series as of any date means the sum of the following,
after giving effect to any issuances, deposits, allocations or payments
to be made on that date:
(i) the aggregate Nominal Liquidation Amount
of all Outstanding tranches of Class C Notes of that
series on that day;
plus
(ii) the aggregate amount on deposit in the
Principal Funding sub-Accounts for all Outstanding
tranches of Class C Notes of that series (other than
any Receivables Sales Proceeds Deposit Amount of
tranches of Class C Notes of that series).
SECTION 5. Amendment to Section 513 (Limit on Reallocations of
Principal Collections and Receivables Sales Proceeds Deposit Amounts Taken to
Benefit Senior Classes of Multiple Issuance Series). (a) Section 513(c)(i) of
the Indenture is hereby amended by replacing the formula with the following:
the Nominal Liquidation Amount of that amount of Investor Charge Offs
tranche of Class B Notes initially allocated to Class A
---------------------------------------- x Notes of that series pursuant to
the aggregate Nominal Liquidation Section 526(a), and then
Amount of all Class B Notes of reallocated to Class C Notes of
that series that series pursuant to Section
526(b) on that date
(a) Section 513(c)(v) of the Indenture is hereby amended by replacing
the formula with the following:
(a) amount of Principal
Collections reallocated to the
Interest Funding sub-Account for
any tranche of Class A Notes of
that series pursuant to Section
502(a) that reduces the Nominal
Liquidation Amount of any tranche
of Class C Notes of that series,
the Nominal Liquidation Amount of that and (b) amount of Receivables
tranche of Class B Notes Sales Proceeds Deposit Amount
---------------------------------------- x reallocated from the Principal
the aggregate Nominal Liquidation Funding sub-Account for any
Amount of all Class B Notes of tranche of Class C Notes of that
that series series to the Interest Funding
sub-Account for any tranche of
Class A Notes of that series
SECTION 6. Amendment to Section 516 (Limit on Repayments of
Subordinated Classes of Multiple Issuance Series). Section 516(a)(iii)(C) of the
Indenture is hereby amended in its entirety as follows:
(C) the aggregate amount of all Class B Usage of Class C
Required Subordinated Amount under clauses (c)(iii) and (c)(iv) of
Section 513 by any Outstanding tranche of Class B Notes of that series.
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SECTION 7. New Section 1311 (Additional Representations Concerning
Collateral). A new Section 1311 is hereby added to the Indenture to read as
follows:
SECTION 1311. Additional Representations Concerning
Collateral. The Issuer represents as follows:
(a) This Indenture creates a valid and continuing
security interest (as defined in the applicable UCC) in the
Collateral Certificate in favor of the Secured Parties, which
security interest is prior to all other liens, and is
enforceable as such as against creditors of and purchasers
from the Issuer.
(b) The Collateral Certificate constitutes either a
"certificated security" or a "general intangible" within the
meaning of the applicable UCC.
(c) At the time the Issuer granted to the Secured
Parties a security interest in the Collateral Certificate, the
Issuer owned and had good and marketable title to the
Collateral Certificate free and clear of any lien, claim or
encumbrance of any Person.
(d) The Collateral Certificate has been delivered to
the Trustee. The Issuer has caused the filing of all
appropriate financing statements in the proper filing office
in the appropriate jurisdictions under applicable law in order
to perfect the security interest in the Collateral Certificate
granted to the Secured Parties under this Indenture to the
extent that the Collateral Certificate constitutes a "general
intangible" within the meaning of the applicable UCC. The
Collateral Certificate has been registered in the name of the
Issuer.
(e) Other than the security interest granted to the
Secured Parties pursuant to this Indenture, the Issuer has not
pledged, assigned, sold, granted a security interest in, or
otherwise conveyed any of the Collateral Certificate. The
Issuer has not authorized the filing of and is not aware of
any financing statements against the Issuer that include a
description of collateral covering the Collateral Certificate
other than any financing statement (i) relating to the
security interest granted to the Secured Parties pursuant to
this Indenture, or (ii) that has been terminated or released.
The Issuer is not aware of any judgment or tax lien filings
against it. The Collateral Certificate does not have any marks
or notations indicating that is has been pledged, assigned or
otherwise conveyed to any Person other than the Issuer.
SECTION 8. Governing Law. This Amendment will be construed in
accordance with and governed by the laws of the State of New York.
SECTION 9. Counterparts. This Amendment may be executed in
counterparts, each of which will be an original, but all of which together will
constitute a single agreement.
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SECTION 10. Indenture in Full Force and Effect. Except as expressly
amended hereby, the Indenture will continue in full force and effect in
accordance with the provisions thereof as in existence on the date hereof. This
Amendment will become effective only upon the execution and delivery of
counterparts hereof by the parties thereto, and upon delivery to the Trustee of
a Master Trust Tax Opinion, an Issuer Tax Opinion and written confirmation from
each applicable Rating Agency that there will be no Ratings Effect. After the
date of the effectiveness hereof, any reference to the Indenture will mean the
Indenture as amended by this Amendment. The Trustee makes no representation as
to the validity or sufficiency of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
CITIBANK CREDIT CARD ISSUANCE TRUST,
by CITIBANK (SOUTH DAKOTA), N.A.,
as Managing Beneficiary
by: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Vice President
BANKERS TRUST COMPANY, as Trustee
by: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Vice President
