EXECUTION COPY
CITIBANK (SOUTH DAKOTA), N.A.,
Seller and Servicer,
CITIBANK (NEVADA),
NATIONAL ASSOCIATION,
Seller,
and
BANKERS TRUST COMPANY,
Trustee
on behalf of the Certificateholders
SERIES 1999-2 SUPPLEMENT
Dated as of February 25, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of May 29, 1991
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1999-2
TABLE OF CONTENTS
Page
----
ARTICLE I
Creation of the Series 1999-2 Certificates
Section 1.01. Designation..................................................1
ARTICLE II
Definitions
Section 2.01. Definitions..................................................2
Section 2.02. Amendment to Definition of "Series Adjusted
Invested Amount"..........................................22
ARTICLE III
Servicer and Trustee
Section 3.01. Servicing Compensation......................................23
Section 3.02. Trustee Appointment of Agents...............................25
ARTICLE IV
Rights of Series 1999-2 Certificateholders and
Allocation and Application of Collections
Section 4.01. Allocations.................................................25
Section 4.02. Determination of Monthly Interest...........................26
Section 4.03. Determination of Monthly Principal..........................28
Section 4.04. Establishment of Funding Accounts...........................28
Section 4.05. Required Amount.............................................30
Section 4.06. Application of Reallocated Investor Finance
Charge Collections and Available Investor
Principal Collections.....................................31
Section 4.07. Distributions to Series 1999-2 Certificateholders...........35
Section 4.08. Investor Charge-Offs........................................36
Section 4.09. Excess Finance Charge Collections. .........................38
Section 4.10. Subordinated Principal Collections..........................40
Section 4.11. Credit Enhancement..........................................41
Section 4.12. Reallocated Investor Finance Charge Collections.............47
Section 4.13. Excess Principal Collections................................48
ARTICLE V
Distributions and Reports to Series 1999-2 Certificateholders
Section 5.01. Distributions...............................................49
Section 5.02. Reports and Statements to Series 1999-2
Certificateholders........................................49
ARTICLE VI
Amortization Events
Section 6.01. Additional Amortization Events..............................50
ARTICLE VII
Optional Repurchase; Additional Issuances;
Accumulation Period
Section 7.01. Optional Repurchase.........................................51
Section 7.02. Additional Issuances of Series 1999-2 Certificates..........52
Section 7.03. Accumulation Period Postponement............................54
ARTICLE VIII
Final Distributions
Section 8.01. Sale of Certificateholders' Interest Pursuant to
Section 2.06 or 10.01 of the Agreement....................55
Section 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to
Section 9.02 of the Agreement.............................57
ARTICLE IX
Covenants
Section 9.01. Reduction in Portfolio Yield................................59
ARTICLE X
Miscellaneous Provisions
Section 10.01. Ratification of Agreement...................................60
Section 10.02. Counterparts................................................60
Section 10.03. Governing Law...............................................60
Section 10.04. Construction of Agreement...................................60
-ii-
EXHIBITS
Exhibit A-1 Form of Class A Certificate
Exhibit A-2 Form of Class B Certificate
Exhibit B Form of Monthly Payment Instructions and
Notification to the Trustee and the L/C Issuer
Exhibit C Form of Monthly Statement
Exhibit D Form of Monthly Servicer's Certificate
Exhibit E Form of Letter of Credit
SCHEDULE
Schedule 1 Recognized Dealers
-iii-
SERIES 1999-2 SUPPLEMENT dated as of February 25,
1999, among CITIBANK (SOUTH DAKOTA), N.A., a national
banking association, Seller and Servicer; CITIBANK
(NEVADA), NATIONAL ASSOCIATION, a national banking
association, Seller; and BANKERS TRUST COMPANY, a New
York banking corporation, as Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of
May 29, 1991 (as amended and supplemented, the "Agreement"), among the Sellers,
the Servicer and the Trustee, the Sellers have created Citibank Credit Card
Master Trust I (the "Trust"). Section 6.03 of the Agreement provides that the
Sellers may from time to time direct the Trustee to issue, on behalf of the
Trust, one or more new Series of Investor Certificates representing fractional
undivided interests in the Trust. The Principal Terms of any new Series are to
be set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Sellers and the
Trustee shall create a new Series of Investor Certificates and specify the
Principal Terms thereof.
ARTICLE I
Creation of the Series 1999-2 Certificates
Section 1.01. Designation. (a) There is hereby created a
Series of Investor Certificates to be issued pursuant to the Agreement and this
Series Supplement to be known as "Citibank Credit Card Master Trust I, Series
1999-2". The Series 1999-2 Certificates shall be issued in two Classes, the
first of which shall be known as the "5.875% Class A Credit Card Participation
Certificates, Series 1999-2", and the second of which shall be known as the
"6.150% Class B Credit Card Participation Certificates, Series 1999-2".
(b) Series 1999-2 shall be included in Group One.
Notwithstanding any provision in the Agreement or in this Series Supplement, the
first Distribution Date with respect to Series 1999-2 shall be the April 1999
Distribution Date.
(c) In the event that 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.
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.
"Accumulation Period" shall mean, unless an Amortization Event
shall have occurred prior thereto, the period commencing at the close of
business on the fourth-to-last Business Day of February 2008, or such later date
as is determined in accordance with Section 7.03, and ending upon the first to
occur of (a) the commencement of the Early Amortization Period and (b) the
payment in full to Class A Certificateholders and Class B Certificateholders of
the Class A Invested Amount and the Class B Invested Amount, respectively.
"Accumulation Period Amount" shall mean for each Monthly
Period an amount equal to the product of (i) Available Expected Principal for
such Monthly Period and (ii) a fraction, the numerator of which is the Initial
Invested Amount and the denominator of which is the sum of (a) the Initial
Invested Amount and (b) the initial invested amounts of all Variable
Accumulation Series which are not in their revolving periods as of such Monthly
Period; provided that, for purposes of this definition, the commencement date of
the accumulation period of each Variable Accumulation Series shall be deemed to
have been postponed to the latest permissible date, determined as if the
provisions of Section 7.03 applied to each such Series (applying such provisions
first to the Variable Accumulation Series with the latest expected final payment
date and next to each Series with the next preceding expected final payment
date); provided further, that a Variable Accumulation Series shall be deemed to
be in its revolving period in each Monthly Period in which the sum of the
expected controlled accumulation or amortization amounts for all subsequent
monthly periods for such Series is equal to the initial invested amount of such
Series.
"Additional Class A Certificates" shall have the meaning
specified in Section 7.02(a).
"Additional Class B Certificates" shall have the meaning
specified in Section 7.02(a).
"Additional Interest" shall mean, at any time of
determination, the sum of Class A Additional Interest and Class B Additional
Interest.
"Additional Investor Certificates" shall mean any one of the
Additional Class A Certificates or the Additional Class B Certificates.
2
"Additional Issuance" shall have the meaning specified in
Section 7.02(a).
"Additional Issuance Date" shall have the meaning specified
in Section 7.02(a).
"Adjusted Invested Amount" shall mean the Series Adjusted
Invested Amount with respect to Series 1999-2.
"Allocable Defaulted Amount" shall mean, with respect to any
Due Period, an amount equal to the product of (a) the Series 1999-2 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 Deposit Date or Distribution Date, the product of (a) the Series
1999-2 Allocation Percentage for the related Due Period and (b) the aggregate
amount of Collections in respect of Finance Charge Receivables relating to any
Deposit Date or Distribution Date, as applicable.
"Allocable Miscellaneous Payments" shall mean, with respect to
any Distribution Date, the product of (a) the Series 1999-2 Allocation
Percentage for the related Due Period and (b) Miscellaneous Payments with
respect to the related Due Period.
"Allocable Principal Collections" shall mean, with respect to
any Deposit Date or Distribution Date, the product of (a) the Series 1999-2
Allocation Percentage for the related Due Period and (b) the aggregate amount of
Collections in respect of Principal Receivables relating to any Deposit Date or
Distribution Date, as applicable.
"Available Enhancement Amount" shall mean, with respect to
any date of determination,
(a) prior to the draw under the L/C pursuant to Section
4.11(b) on the L/C Funding Date, the Available L/C Amount, and
(b) upon and after such draw on the L/C Funding Date, the
Available L/C Funding Amount;
provided, however, that following the occurrence of an Economic Special Payment
Date and the draw under the L/C (or the withdrawal from the L/C Funding Account,
as the case may be) pursuant to Section 4.11(j), the Available Enhancement
Amount shall be zero.
3
"Available Expected Principal" for any date of determination
with respect to each Monthly Period shall be equal to the excess of (a) the
Expected Monthly Principal for such Monthly Period over (b) the sum of, without
duplication, (i) all scheduled amortizations or accumulations of principal,
including past due shortfalls as of such date of determination, for all Fixed
Accumulation Series which are not in their revolving periods as of such Monthly
Period and (ii) all principal collections projected by the Servicer to be
allocable to any other Series with respect to which an Amortization Event shall
have occurred on or prior to such date of determination.
"Available Investor Principal Collections" shall mean, with
respect to any Distribution Date, the sum of (a) an amount equal to (i) Investor
Principal Collections for such Distribution Date, minus (ii) the amount of
Subordinated Principal Collections with respect to such Distribution Date which
pursuant to Section 4.10(a) is required to fund any deficiency pursuant to
Section 4.06(a)(i) and (a)(iii) or (c)(i) and (c)(iii), as the case may be, for
such Distribution Date, plus (b) Allocable Miscellaneous Payments on deposit in
the Collection Account for such Distribution Date, plus (c) Series 1999-2 Excess
Principal Collections on deposit in the Collection Account for such Distribution
Date plus (d) Subordinated Series Reallocated Principal Collections on deposit
in the Collection Account for such Distribution Date.
"Available L/C Amount" shall mean, as of any date of
determination, the amount available to be drawn under the L/C from time to time,
which on any date of determination shall be equal to the Initial Available L/C
Amount minus (i) the amount of all drawings under the L/C (other than pursuant
to Section 4.11(b)) before such date of determination, plus (ii) the amount of
all payments made to the L/C Issuer pursuant to Section 4.09(j) prior to such
date of determination; provided that following the draw under the L/C pursuant
to subsection 4.11(b) on the L/C Funding Date, the Available L/C Amount shall be
zero.
"Available L/C Funding Amount" shall mean, as of any date of
determination, the amount available to be withdrawn from the L/C Funding Account
from time to time, which on any date of determination shall be equal to the
lesser of
(a) the Initial Available L/C Amount, and
(b) the amount on deposit in the L/C Funding Account on such
date (exclusive of any earnings on the L/C Funding Account Investments
and before giving effect to any deposits or withdrawals on such date).
"Available Shared Enhancement Amount" shall mean, with respect
to any date of determination, the lesser of (a) the Initial Shared L/C Amount
and (b) the excess, if any, of the Available Enhancement Amount on such date
over the Initial Class X X/C Amount.
4
"Class A Additional Interest" shall have the meaning specified
in Section 4.02(a).
"Class A Allocable Share" shall mean, for each Distribution
Date with respect to a Monthly Period, the sum of (a) the product of (i)
Reallocated Investor Finance Charge Collections deposited in the Collection
Account for such Distribution Date and (ii) the Class A Invested Percentage for
such Distribution Date and (b) the Class A Funding Account Shortfall for such
Distribution Date, if any, and the amount of any Class A Funding Account
Shortfall previously due but not deposited into the Class A Interest Funding
Account on a prior Distribution Date.
"Class A Certificate Rate" shall mean 5.875% per annum,
calculated on the basis of a 360-day year of twelve 30-day months.
"Class A Certificateholder" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.
"Class A Certificateholders' Interest" shall mean that portion
of the Certificateholders' Interest evidenced by the Class A Certificates.
"Class A Certificates" shall mean any one of the certificates
executed by the Banks and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1. For the avoidance of doubt, when used
in this Series Supplement the term "Class A Certificates" shall include any
Additional Class A Certificates.
"Class A Covered Amount" shall mean, with respect to any
Monthly Period, one-twelfth of the product of (a) the Class A Certificate Rate
and (b) the Class A Principal Funding Account Balance, if any, for such Monthly
Period.
"Class A Excess Investment Proceeds" shall mean, with respect
to any Monthly Period, an amount equal to the excess, if any, of (a) the Class A
Investment Proceeds for such Monthly Period over (b) the Class A Covered Amount
for such Monthly Period.
"Class A Expected Final Payment Date" shall mean the March
2009 Distribution Date.
"Class A Funding Account Shortfall" shall mean, with respect
to any Monthly Period, an amount equal to the excess, if any, of (a) the Class A
Covered Amount for such Monthly Period over (b) the Class A Investment Proceeds
for such Monthly Period.
5
"Class A Initial Invested Amount" shall mean the sum of the
aggregate initial principal amount of the Class A Certificates, which is
$750,000,000 on the Closing Date, and the aggregate initial principal amount of
any Additional Class A Certificates.
"Class A Interest Funding Account" shall have the meaning
specified in Section 4.04(a).
"Class A Interest Shortfall" shall have the meaning specified
in Section 4.02(a).
"Class A Invested Amount" shall mean, when used with respect
to any date, an amount equal to (a) the Class A Initial Invested Amount, minus
(b) the aggregate amount of principal payments made to Class A
Certificateholders prior to such date, minus (c) the Class A Principal Funding
Account Balance as of such date and minus (d) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs over Class A Investor
Charge-Offs reimbursed pursuant to Section 4.08(a) prior to such date; provided,
however, that the Class A Invested Amount may not be reduced below zero.
"Class A Invested Percentage" shall mean, with respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the Class A Invested Amount as of the last day of the second preceding
Due Period and the denominator of which is the Invested Amount as of such last
day.
"Class A Investment Fee" shall mean zero.
"Class A Investment Proceeds" shall mean, with respect to any
Monthly Period, the aggregate amount of all interest and other investment income
(net of investment expenses) earned (and actually received by the Trustee on the
Distribution Date following such Monthly Period) on the Class A Principal
Funding Account Balance for such Monthly Period.
"Class A Investor Charge-Offs" shall have the meaning
specified in Section 4.08(a).
"Class A Investor Default Amount" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) the Allocable
Defaulted Amount for the related Due Period and (b) the Class A Invested
Percentage for such Distribution Date.
"Class A Monthly Interest" shall have the meaning specified in
Section 4.02(a).
"Class A Monthly Principal" shall have the meaning specified
in Section 4.03(a).
6
"Class A Monthly Servicing Fee" shall have the meaning
specified in Section 3.01.
"Class A Principal Draw Amount" shall have the meaning
specified in Section 4.11(j).
"Class A Principal Funding Account" shall have the meaning
specified in Section 4.04(b).
"Class A Principal Funding Account Balance" shall mean, with
respect to any Monthly Period, the principal amount, if any, on deposit in the
Class A Principal Funding Account on the last day of such Monthly Period.
"Class B Additional Interest" shall have the meaning specified
in Section 4.02(b).
"Class B Allocable Share" shall mean, for each Distribution
Date with respect to a Monthly Period, the product of (i) Reallocated Investor
Finance Charge Collections deposited in the Collection Account for such
Distribution Date and (ii) the Class B Invested Percentage for such Distribution
Date.
"Class B Certificate Rate" shall mean 6.150% per annum,
calculated on the basis of a 360-day year of twelve 30-day months.
"Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean that portion
of the Certificateholders' Interest evidenced by the Class B Certificates.
"Class B Certificates" shall mean any one of the certificates
executed by the Banks and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2. For the avoidance of doubt, the term
"Class B Certificates" when used in this Series Supplement shall include any
Additional Class B Certificates.
"Class B Expected Final Payment Date" shall mean the March
2009 Distribution Date.
"Class B Initial Invested Amount" shall mean the sum of the
aggregate initial principal amount of the Class B Certificates, which is
$48,000,000 on the Closing Date, and the aggregate initial principal amount of
any Additional Class B Certificates.
"Class B Interest Funding Account" shall have the meaning
specified in Section 4.04(a).
7
"Class B Interest Shortfall" shall have the meaning specified
in Section 4.02(b).
"Class B Invested Amount" shall mean, when used with respect
to any date, an amount equal to (a) the Class B Initial Invested Amount, minus
(b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such date (other than any principal payments made to
Class B Certificateholders from the proceeds of a Reimbursement Draw Amount
pursuant to Section 4.11(h)), minus (c) the aggregate amount of Class B Investor
Charge-Offs for all prior Distribution Dates pursuant to Section 4.08(b), minus
(d) the aggregate amount of Subordinated Principal Collections allocated on all
prior Distribution Dates pursuant to Section 4.10(a) (excluding any Subordinated
Principal Collections that have resulted in a reduction in the L/C Invested
Amount pursuant to Section 4.08(c)), minus (e) an amount equal to the amount by
which the Class B Invested Amount has been reduced on all prior Distribution
Dates pursuant to Section 4.08(a), and plus (f) the sum of (i) the aggregate
amount of any Allocable Miscellaneous Payments allocated and available on all
prior Distribution Dates pursuant to Section 4.08(b)(i) and (ii) the amount of
Excess Finance Charge Collections allocated and available on all prior
Distribution Dates pursuant to Section 4.09(f), for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
however, that the Class B Invested Amount may not be reduced below zero.
"Class B Invested Percentage" shall mean, with respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the Class B Invested Amount as of the last day of the second preceding
Due Period and the denominator of which is the Invested Amount as of such last
day.
"Class B Investor Charge-Offs" shall have the meaning
specified in Section 4.08(b).
"Class B Investor Default Amount" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) the Allocable
Defaulted Amount for the related Due Period and (b) the Class B Invested
Percentage for such Distribution Date.
"Class B Monthly Interest" shall have the meaning specified in
Section 4.02(b).
"Class B Monthly Principal" shall have the meaning specified
in Section 4.03(b).
"Class B Monthly Servicing Fee" shall have the meaning
specified in Section 3.01.
8
"Class B Principal Commencement Date" shall mean the
Distribution Date on which the Class A Invested Amount is to be paid in full.
"Class B Principal Draw Amount" shall have the meaning
specified in Section 4.11(j).
"Closing Date" shall mean February 25, 1999.
"Controlled Amortization Amount" shall mean $68,181,818;
provided that after any Additional Issuance Date, or if the commencement of the
Accumulation Period is postponed pursuant to Section 7.03, the Controlled
Amortization Amount shall mean the amount to be specified on such Additional
Issuance Date or on the date on which the Accumulation Period is postponed, as
applicable; provided further, that if the commencement of the Accumulation
Period is postponed pursuant to Section 7.03, the Controlled Amortization Amount
for each Monthly Period shall be no greater than the Accumulation Period Amount
for such Monthly Period and no less than the lesser of (a) the Accumulation
Period Amount for such Monthly Period and (b) one-eleventh of the Class A
Initial Invested Amount; provided, however, that the sum of the Controlled
Amortization Amounts for all Monthly Periods during the postponed Accumulation
Period shall not be less than the Class A Initial Invested Amount.
"Controlled Distribution Amount" shall mean, for any
Distribution Date with respect to a Monthly Period, an amount equal to the sum
of the Controlled Amortization Amount and any existing Deficit Controlled
Amortization Amount.
"Cumulative Excess Interest Amount" shall mean, with respect
to any Distribution Date, an amount equal to the sum of (a) the Excess Interest
Amount with respect to such Distribution Date and (b) the aggregate Excess
Interest Amounts with respect to prior Distribution Dates which have not been
deposited in the Class B Interest Funding Account pursuant to Section 4.09(c) or
4.11(f); provided, however, that with respect to the first Distribution Date,
the Cumulative Excess Interest Amount shall be zero.
"Cut-Off Date" shall mean February 23, 1999.
"Default Draw Amount" shall have the meaning specified in
Section 4.11(g).
9
"Deficit Controlled Amortization Amount" shall mean (a) on the
first Distribution Date with respect to the Accumulation Period, the excess, if
any, of the Controlled Amortization Amount over the amount distributed from the
Collection Account as Class A Monthly Principal for such Distribution Date and
(b) on each subsequent Distribution Date with respect to the Accumulation
Period, the excess, if any, of the Controlled Amortization Amount plus any then
existing Deficit Controlled Amortization Amount over the amount distributed from
the Collection Account as Class A Monthly Principal for such Distribution Date.
"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).
"Distribution Date" shall mean the tenth day of each calendar
month, or if such tenth day is not a Business Day, the next succeeding Business
Day, commencing April 12, 1999.
"Early Amortization Period" shall mean the period beginning at
the close of business on the Business Day immediately preceding the day on which
an Amortization Event with respect to Series 1999-2 is deemed to have occurred,
and ending upon the earlier to occur of (i) the payment in full to the Class A
Certificateholders and the Class B Certificateholders of the Class A Invested
Amount and the Class B Invested Amount, respectively, and the payment in full to
the L/C Issuer of the L/C Invested Amount and (ii) the Termination Date.
"Economic Amortization Event" shall mean an Amortization
Event set forth in Section 6.01(c) or (e).
"Economic Special Payment Date" shall mean the Special Payment
Date falling in the Due Period following the Due Period in which an Economic
Amortization Event is deemed to have occurred.
"Excess Finance Charge Collections" shall mean, with respect
to any Distribution Date, the sum of the amounts, if any, specified pursuant to
Section 4.06(a)(v) or (c)(v) and (b)(iii) or (d)(iii), as the case may be, with
respect to such Distribution Date.
"Excess Interest Amount" shall mean, with respect to any
Distribution Date, an amount equal to one-twelfth of the product of (a) (i) the
outstanding principal balance of the Class B Certificates as of the preceding
Distribution Date (after subtracting therefrom the aggregate amount of
distributions of Class B Monthly Principal made to the Class B
Certificateholders on or before such preceding Distribution Date) minus (ii) the
Class B Invested Amount as of such preceding Distribution Date (after giving
effect to any increase or decrease in the Class B Invested Amount on such
preceding Distribution Date) and (b) the Class B Certificate Rate; provided,
however, that with respect to the first Distribution Date, the Excess Interest
Amount shall be zero.
10
"Excluded Series" shall mean Series 1995-7 and any other
Series designated in the related Supplement as an Excluded Series.
"Expected Monthly Principal" shall be equal to the product of
(i) the lowest of the monthly principal payment rates expressed as a decimal for
the 12 months preceding the date of such calculation and (ii) the initial
invested amounts of all outstanding Series, other than Excluded Series (except
if an Amortization Event has occurred with respect to such Excluded Series).
"Fixed Accumulation Series" shall mean each outstanding
Series, other than Excluded Series, for which, pursuant to the terms of the
related Supplement, the commencement date of the Accumulation Period may not be
changed at the option of the Servicer.
"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 sum of the Invested Amount
and the L/C Invested Amount, if any, as of the first day of such Due Period and
the denominator of which is the product of (a) the total amount of Principal
Receivables in the Trust as of the last day of the immediately preceding Due
Period and (b) the Series 1999-2 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 Initial Invested Amount and the
denominator of which is the product of (x) the total amount of Principal
Receivables in the Trust on the Cut-Off Date and (y) the Series 1999-2
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 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.
"Gross Amount" shall mean, for each Distribution Date with
respect to a Monthly Period, the sum of (a) the Gross Amount Allocation
Percentage of Allocable Finance Charge Collections for the Due Period
immediately preceding such Distribution Date, (b) Reallocated Investor Finance
Charge Collections for such Distribution Date and (c) the Class A Excess
Investment Proceeds for such Distribution Date, if any.
"Gross Amount Allocation Percentage" shall mean 100% minus
the Floating Allocation Percentage.
11
"Group One" shall mean Series 1999-2 and each other Series
specified in the related Supplement to be included in Group One.
"Group One Investor Additional Amounts" shall mean, with
respect to any Distribution Date, the sum of (a) Series 1999-2 Additional
Amounts for such Distribution Date and (b) for all other Series included in
Group One, the sum of (i) the aggregate net amount by which the invested amounts
of the Investor Certificates of such Series have been reduced as a result of
investor charge-offs, subordination of principal collections and funding the
investor default amounts in respect of any Class of such Series as of such
Distribution Date and (ii) if the applicable Supplements so provide, the
aggregate unpaid amount of interest at the applicable certificate rates that has
accrued on the amounts described in the preceding clause (i) for such
Distribution Date.
"Group One Investor Default Amount" shall mean, with respect
to any Distribution Date, the sum of (a) the Series 1999-2 Default Amount for
such Distribution Date and (b) the aggregate amount of the investor default
amounts for all other Series included in Group One for such Distribution Date.
"Group One Investor Finance Charge Collections" shall mean,
with respect to any Distribution Date, the sum of (a) Investor Finance Charge
Collections for such Distribution Date and (b) the aggregate amount of the
investor finance charge collections for all other Series included in Group One
for such Distribution Date.
"Group One Investor Monthly Fees" shall mean, with respect to
any Distribution Date, the sum of (a) Series 1999-2 Monthly Fees for such
Distribution Date and (b) the aggregate amount of the servicing fees, investor
fees, fees payable to any Series Enhancer and any other similar fees, which are
payable out of reallocated investor finance charge collections pursuant to the
related Supplements, for all other Series included in Group One for such
Distribution Date.
"Group One Investor Monthly Interest" shall mean, with respect
to any Distribution Date, the sum of (a) Series 1999-2 Monthly Interest for such
Distribution Date and (b) the aggregate amount of monthly interest, including
overdue monthly interest and interest on such overdue monthly interest, if
applicable, for all other Series included in Group One for such Distribution
Date.
"Initial Available L/C Amount" shall mean $47,880,000.
"Initial Class X X/C Amount" shall mean $7,980,000.
12
"Initial Invested Amount" shall mean the sum of the Class A
Initial Invested Amount and the Class B Initial Invested Amount.
"Initial Shared L/C Amount" shall mean $39,900,000.
"Interest Draw Amount" shall have the meaning specified in
Section 4.11(f).
"Interest Funding Accounts" shall mean the Class A Interest
Funding Account and the Class B Interest Funding Account.
"Interest Payment Date" shall mean the tenth day of each March
and September (or, if such day is not a Business Day, the next succeeding
Business Day), commencing on the September 1999 Distribution Date.
"Interest Period" shall mean, with respect to any Payment
Date, the period from and including the Payment Date immediately preceding such
Payment Date (or, in the case of the first Payment Date, from and including the
Closing Date) to but excluding such Payment Date.
"Invested Amount" shall mean, when used with respect to any
date, an amount equal to the sum of (a) the Class A Invested Amount as of such
date and (b) the Class B Invested Amount as of such date; provided, however, for
purposes of Section 4.12(c) and Section 7.01, "Invested Amount" shall mean, when
used with respect to any date, an amount equal to the sum of (i) the Class A
Invested Amount as of such date, (ii) the Class B Invested Amount as of such
date and (iii) the L/C Invested Amount, if any, as of such date.
"Investor Charge-Offs" shall mean, with respect to any Due
Period, the Class A Investor Charge-Offs for such Due Period and the Class B
Investor Charge-Offs for such Due Period.
"Investor Finance Charge Collections" shall mean, with respect
to any Distribution Date, an amount equal to (a) the product of (i) the Floating
Allocation Percentage for the related Due Period and (ii) Allocable Finance
Charge Collections deposited in the Collection Account for the related Due
Period, minus (b) the aggregate amount of Servicer Interchange for the related
Due Period.
13
"Investor Principal Collections" shall mean, with respect to
any Distribution Date, the sum of (a) the Floating Allocation Percentage, with
respect to the Revolving Period, or the Principal Allocation Percentage, with
respect to the Accumulation Period or the Early Amortization Period, of
Allocable Principal Collections deposited in the Collection Account for the
related Due Period (or any partial Due Period which occurs as the first Due
Period during the Early Amortization Period), (b) the amount, if any, of
Collections of Finance Charge Receivables and Excess Finance Charge Collections
to be distributed pursuant to Section 4.06(a)(ii) or (c)(ii), as the case may
be, on such Distribution Date and (c) the amount, if any, of Excess Finance
Charge Collections to be distributed pursuant to Sections 4.09(b), (d), (f), (h)
or (i) on such Distribution Date.
"L/C" shall mean the irrevocable Letter of Credit issued in
favor of the Trustee for the benefit of the Series 1999-2 Certificateholders
delivered in accordance with Section 4.11(a), substantially in the form of
Exhibit E.
"L/C Charge-Offs" shall have the meaning specified in Section
4.08(d).
"L/C Default Amount" shall mean, with respect to any
Distribution Date (commencing with the Distribution Date following the
Distribution Date on which the Class A Invested Amount and the Class B Invested
Amount are paid in full and provided that the Economic Special Payment Date has
occurred), the Allocable Defaulted Amount for the related Due Period.
"L/C Funding Account" shall have the meaning specified in
Section 4.11(c).
"L/C Funding Account Investments" shall mean Eligible
Investments; provided, that such investments shall mature not later than the
following Transfer Date.
"L/C Funding Account Surplus" shall mean, as of any date of
determination, the amount, if any, by which the amount on deposit in the L/C
Funding Account exceeds the Initial Available L/C Amount.
"L/C Funding Date" shall have the meaning specified in
Section 4.11(c).
"L/C Initial Invested Amount" shall mean the aggregate amount
calculated pursuant to Section 4.11(j) and drawn under the L/C (or withdrawn
from the L/C Funding Account) and applied to the payment of principal of the
Series 1999-2 Certificates with respect to the Economic Special Payment Date, if
any, pursuant to Section 4.11(k)(D) and (E).
14
"L/C Invested Amount" shall mean, when used with respect to
any date, an amount equal to (a) the L/C Initial Invested Amount, minus (b) the
aggregate amount of principal payments made to the L/C Issuer pursuant to
Section 4.06(f)(iv) prior to such date, minus (c) the aggregate amount of L/C
Charge-Offs for all prior Distribution Dates pursuant to Section 4.08(d), minus
(d) the aggregate amount of Subordinated Principal Collections allocated on all
prior Distribution Dates pursuant to Section 4.10(a) that have resulted in a
reduction in the L/C Invested Amount pursuant to Section 4.08(c), minus (e) an
amount equal to the amount by which the L/C Invested Amount has been reduced on
all prior Distribution Dates pursuant to Section 4.08(a) and (b), and plus (f)
the sum of (i) the aggregate amount of any Allocable Miscellaneous Payments
allocated and available on all prior Distribution Dates pursuant to Section
4.08(d) and (ii) the amount of Excess Finance Charge Collections allocated and
available on all prior Distribution Dates pursuant to Section 4.09(i), for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c),
(d) and (e); provided, however, that (i) unless and until a draw is made under
the L/C (or a withdrawal is made from the L/C Funding Account) and the proceeds
thereof are applied to the payment of principal of the Series 1999-2
Certificates with respect to the Economic Special Payment Date pursuant to
Section 4.11(k)(D) and (E), the L/C Invested Amount shall be zero and (ii) the
L/C Invested Amount may not be reduced below zero.
"L/C Issuer" shall mean State Street Bank and Trust Company,
in its capacity as issuer of the L/C pursuant to the L/C Reimbursement
Agreement, or any successor L/C Issuer pursuant to Section 4.11(b).
"L/C Issuer Downgrade" shall have the meaning specified in
Section 4.11(b).
"L/C Monthly Interest" shall mean, with respect to any
Distribution Date following the Economic Special Payment Date, an amount equal
to one-twelfth of the product of (a) the L/C Invested Amount as of the close of
business on the preceding Distribution Date (after giving effect to any
distribution to the L/C Issuer on such preceding Distribution Date pursuant to
Section 4.06(f)(iv)) and (b) a fraction, the numerator of which is equal to the
sum of (i) the product of (x) the Class A Certificate Rate and (y) the
outstanding principal balance of the Class A Certificates as of the close of
business on such preceding Distribution Date (after giving effect to any
distribution of Class A Monthly Principal on such preceding Distribution Date)
and (ii) the product of (x) the Class B Certificate Rate and (y) the outstanding
principal balance of the Class B Certificates as of the close of business on
such preceding Distribution Date (after giving effect to any distribution of
Class B Monthly Principal on such preceding Distribution Date), and the
denominator of which is the sum of the outstanding principal balances referred
to in clauses (i)(y) and (ii)(y) above; provided, however, that with respect to
each Distribution Date following the Distribution Date on which the outstanding
principal balance of the Class A Certificates has been reduced to zero, "L/C
15
Monthly Interest" shall mean, with respect to any Distribution Date, an amount
equal to one-twelfth of the product of (A) the L/C Invested Amount as of the
close of business on the preceding Distribution Date (after giving effect to any
distribution to the L/C Issuer on such preceding Distribution Date pursuant to
Section 4.06(f)(iv)) and (B) the Class B Certificate Rate.
"L/C Monthly Principal" shall mean, for any Distribution Date
with respect to the Early Amortization Period, beginning with the Distribution
Date on which the Class A Invested Amount and the Class B Invested Amount are
paid in full and provided that the Economic Special Payment Date has occurred,
the Available Investor Principal Collections for such Distribution Date (minus
the portion of such Available Investor Principal Collections applied to Class A
Monthly Principal or Class B Monthly Principal on such Distribution Date);
provided, however, that the L/C Monthly Principal shall not exceed the L/C
Invested Amount.
"L/C Monthly Servicing Fee" shall have the meaning specified
in Section 3.01.
"L/C Rate" shall have the meaning specified in the L/C
Reimbursement Agreement.
"L/C Reimbursement Agreement" shall mean the L/C Reimbursement
Agreement dated as of the date hereof among the Sellers, the Servicer, the L/C
Issuer and the Trustee, as it may be amended, supplemented or otherwise modified
from time to time.
"Monthly Period" shall mean each period beginning on and
including a Distribution Date and ending on and including the day preceding the
following Distribution Date; provided that the first Monthly Period shall begin
on the first Distribution Date with respect to the Accumulation Period and the
last Monthly Period shall end on the day preceding the last Distribution Date
with respect to the Accumulation Period.
"Net Servicing Fee Rate" shall mean (i) so long as Citibank
(South Dakota) or an Affiliate of Citibank (South Dakota) is the Servicer, 0.37%
per annum and (ii) if Citibank (South Dakota) or an Affiliate of Citibank (South
Dakota) is no longer the Servicer, 0.77% per annum.
"Payment Date" shall mean any Interest Payment Date and any
Special Payment Date.
"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 Adjusted Invested Amount as
of the last day of the Revolving Period and the denominator of which is the
product of (a) the total amount of Principal Receivables in the Trust as of the
last day of the immediately preceding Due Period and (b) the Series 1999-2
Allocation Percentage with respect to the Due Period in respect of which the
Principal Allocation Percentage is being determined; provided, however, that,
16
with respect to any Due Period in which a Lump Addition occurs or a removal of
Accounts pursuant to Section 2.10 of the Agreement occurs, the amount referred
to in clause (a) shall be the weighted average of the amount of Principal
Receivables in the Trust on the date on which such Lump Addition or removal of
Accounts occurs (after giving effect thereto) and the last day of the
immediately preceding Due Period.
"Reallocated Investor Finance Charge Collections" shall mean
that portion of Group One Investor Finance Charge Collections allocated to
Series 1999-2 pursuant to Section 4.12.
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (i) the Invested
Amount on such Distribution Date, plus (ii) the L/C Invested Amount, if any, on
such Distribution Date, plus (iii) accrued and unpaid interest on the unpaid
balance of the Series 1999-2 Certificates (calculated on the basis of the
outstanding principal balance of the Class A Certificates and the Class B
Certificates at the Class A Certificate Rate and the Class B Certificate Rate,
respectively) through the day preceding such Distribution Date, plus (iv) the
amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not deposited into the Class A Interest
Funding Account or the Class B Interest Funding Account, as applicable, on a
prior Distribution Date.
"Reimbursement Draw Amount" shall have the meaning specified
in Section 4.11(h).
"Required Amount" shall have the meaning specified in Section
4.05.
"Required Draw Amount" shall have the meaning specified in
Section 4.11(e).
"Required Surplus Finance Charge Amount" shall mean, with
respect to any Due Period, an amount equal to one-twelfth of the product of (a)
the Invested Amount as of the last day of the immediately preceding Due Period
and (b) a decimal to be set by the Sellers, which shall initially equal zero
(and which shall never be less than zero); provided, however, that for purposes
of Section 2.01(b) such decimal shall at all times be deemed to be the decimal
as set by the Sellers plus 0.01. The Sellers may, from time to time, change the
17
decimal to be set for purposes of clause (b) upon notice to the Trustee, each
Rating Agency and the L/C Issuer and, if such decimal is to be increased, upon
delivery by each Seller to the Trustee and the L/C Issuer of a certificate of a
Vice President or more senior officer to the effect that such Seller reasonably
believes that such increase will not have an Adverse Effect and is not
reasonably expected to have an Adverse Effect at any time in the future.
"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 Accumulation
Period commences and (b) the close of business on the day the Early Amortization
Period commences.
"Sellers' Allocable Share" shall mean, for each Distribution
Date with respect to a Monthly Period, the Gross Amount for such Distribution
Date less the sum of (a) the Class A Allocable Share for such Distribution Date
and (b) the Class B Allocable Share for such Distribution Date.
"Sellers' Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used with respect to Finance Charge Receivables and
Defaulted Receivables and Principal Receivables during the Revolving Period, and
(b) the Principal Allocation Percentage, when used with respect to Principal
Receivables during the Accumulation Period and the Early Amortization Period.
"Series 1999-2" or "Series 1999-2 Certificates" shall mean the
Series of Investor Certificates (including any Additional Investor
Certificates), the terms of which are specified in this Series Supplement.
"Series 1999-2 Accounts" shall have the meaning set forth in
Section 4.04(c).
"Series 1999-2 Additional Amounts" shall mean, with respect to
any Distribution Date, the sum of the amounts determined pursuant to Sections
4.09(b), (c)(ii), (f) and (i) for such Distribution Date.
"Series 1999-2 Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series 1999-2.
"Series 1999-2 Certificateholders" shall mean the Holders of
Series 1999-2 Certificates.
"Series 1999-2 Certificateholders' Interest" shall mean the
Class A Certificateholders' Interest and the Class B Certificateholders'
Interest.
"Series 1999-2 Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the Allocable Defaulted Amount for the
related Due Period.
18
"Series 1999-2 Excess Principal Collections" shall mean that
portion of Excess Principal Collections allocated to Series 1999-2 pursuant to
Section 4.13.
"Series 1999-2 Monthly Fees" shall mean, with respect to any
Distribution Date, the sum of (a) the amount determined pursuant to Section
4.09(g) and (b) (i) for any Distribution Date with respect to the Revolving
Period or the Early Amortization Period, the amounts determined pursuant to
Section 4.06(a)(iii), Section 4.06(b)(ii) and Section 4.09(e), (ii) for any
Distribution Date with respect to any Monthly Period, the amounts determined
pursuant to Section 4.06(c)(iii) and Section 4.06(d)(ii), or (iii) for any
Distribution Date from and including the April 2008 Distribution Date, to and
including the Distribution Date immediately preceding the Class A Expected Final
Payment Date, the amounts determined pursuant to Section 4.06(a)(iv) and Section
4.06(c)(iv).
"Series 1999-2 Monthly Interest" shall mean (a) for any
Distribution Date with respect to the Revolving Period or the Early Amortization
Period, the amounts determined pursuant to Section 4.06(a)(i) and (b)(i) and any
L/C Monthly Interest for such Distribution Date or (b) for any Distribution Date
with respect to any Monthly Period, the amounts determined pursuant to Section
4.06(c)(i) and (d)(i) (excluding any amounts relating to the Class A Funding
Account Shortfall).
"Series 1999-2 Principal Shortfall" shall have the meaning
specified in Section 4.13.
"Series Supplement" shall mean this Series Supplement as
amended and supplemented from time to time, including without limitation,
pursuant to Section 7.02.
"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 sum of the Invested Amount and the L/C Invested
Amount, if any, 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.
"Special Draw Amount" shall have the meaning specified in
Section 4.11(i).
19
"Special Payment Date" shall mean each Distribution Date with
respect to the Early Amortization Period.
"Subordinated Principal Collections" shall mean, with respect
to each Distribution Date, the product of (a) the Floating Allocation
Percentage, with respect to the Revolving Period, or the Principal Allocation
Percentage, with respect to the Accumulation Period or the Early Amortization
Period, of Allocable Principal Collections deposited in the Collection Account
for the related Due Period (or any partial Due Period which occurs as the first
Due Period during the Early Amortization Period) and (b) the Class B Invested
Percentage for such Distribution Date.
"Subordinated Series" shall mean any Series which, pursuant to
the terms of the related Supplement, is subordinated in any manner to the Series
1999-2 Certificates.
"Subordinated Series Reallocated Principal Collections" shall
mean, with respect to any Distribution Date, 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 1999-2 and
treated as a portion of Available Investor Principal Collections for such
Distribution Date.
"Surplus Finance Charge Collections" shall mean, with respect
to any Due Period, the amount of (a) Reallocated Investor Finance Charge
Collections for the related Distribution Date minus (b) the sum of the amounts
(but not including any amounts relating to any Class A Funding Account Shortfall
in any such case), without duplication, determined pursuant to (x) Section
4.06(a)(i), (ii), (iii) and (iv) or Section 4.06(c)(i), (ii), (iii) and (iv), as
applicable, (y) Section 4.06(b)(i) and (ii) or Section 4.06(d)(i) and (ii), as
applicable, and (z) Section 4.09(a), (b), (c), (d), (e), (f), (g), (h), (i) and
(j)(which determination shall be made without regard to whether such amounts are
actually paid pursuant to Section 4.06 or Section 4.09).
"Termination Date" shall mean the March 2011 Distribution
Date.
"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 1999-2.
"Total Draw Amount" shall have the meaning specified in
Section 4.11(k).
20
"Variable Accumulation Series" shall mean each outstanding
Series, other than Series 1999-2 and Excluded Series, which is not a Fixed
Accumulation Series.
(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 1999-2 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, (ii)
adversely affect the amount of distributions to be made to the Class A
Certificateholders, the Class B Certificateholders or the L/C Issuer pursuant to
this Series Supplement or the timing of such distributions or (iii) result at
any time in the future in the amount of Surplus Finance Charge Collections
averaged over any three consecutive Due Periods not being in excess of the
Required Surplus Finance Charge Amount for the last of such three consecutive
Due Periods.
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used
in this Series Supplement or the Agreement with respect to Series 1999-2,
Moody's and Standard & Poor's. As used in this Series Supplement and in the
Agreement with respect to Series 1999-2 (including, without limitation, for
purposes of the investment of funds on deposit in the L/C Funding Account up to
the Available Shared Enhancement Amount on any date), "highest investment
category" shall mean (i) in the case of Standard & Poor's, A-1+ or AAA, as
applicable, and (ii) in the case of Moody's, P-1 or Aaa, as applicable;
provided, however, notwithstanding any provision of the Agreement or this Series
Supplement, for purposes of the investment of funds in the L/C Funding Account
(but only to the extent such funds exceed the Available Shared Enhancement
Amount on any date) and the Class B Interest Funding Account, "highest
investment category" as used in the definition of "Eligible Investments" shall
mean (i) in the case of Standard & Xxxx'x, X-0, A-1+ or AAA, as applicable, and
(ii) in the case of Moody's, P-1 or Aaa, as applicable.
(d) All capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to them in the Agreement.
(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) [Intentionally Omitted.]
21
(g) Notwithstanding any provision of the Agreement or this
Series Supplement, the term "Eligible Institution", when used in the Agreement
with respect to Series 1999-2 shall mean a depository institution organized
under the laws of the United States or any one of the states thereof, including
the District of Columbia (or a domestic branch of a foreign bank), which at all
times (a) has (i) a long-term unsecured debt rating of A2 or better by Moody's
and (ii) a certificate of deposit rating of P-1 by Moody's and (b) has (i) in
the case of the Collection Account, if such depository institution is an
Affiliate of Citicorp, a certificate of deposit rating of A-1 or better by
Standard & Poor's or (ii) for any other depository institution (or for any
Affiliate of Citicorp, in the case of any Series Account), either (x) a
long-term unsecured debt rating of AAA by Standard & Poor's or (y) a certificate
of deposit rating of A-1+ by Standard & Poor's; provided, however, that
"Eligible Institution" as such term is applied to a separate L/C Funding Account
established exclusively for the deposit of a drawing of the Initial Class X X/C
Amount pursuant to Section 4.11(b) shall have the meaning stated above except
that such institution is required, with respect to Standard & Poor's, to have
either a long-term unsecured debt rating of at least A or a certificate of
deposit rating of at least A-1. However, any deposit account established
exclusively for the deposit of all or a portion of the Initial Class X X/C
Amount shall not otherwise be considered to be separate from the deposit account
containing the related amount of the Initial Shared L/C Amount and the two
together shall constitute one L/C Funding Account for the purposes of this
Supplement.
Section 2.02. Amendment to Definition of "Series Adjusted
Invested Amount". (a) Notwithstanding any provision of the Agreement or this
Series Supplement, the term "Series Adjusted Invested Amount" or "Adjusted
Invested Amount", when used in the Agreement or this Series Supplement with
respect to Series 1999-2, shall mean, for any Due Period, the initial principal
amount of the Series 1999-2 Certificates (including the initial principal amount
of any Additional Investor Certificates issued through such Due Period) after
subtracting therefrom the excess, if any, of the cumulative amount of Investor
Charge-Offs as of the last day of the immediately preceding Due Period over the
aggregate reimbursement of Investor Charge-Offs as of such last day.
(b) Each of the Sellers hereby represents and warrants to the
Trustee as of the date of this Series Supplement that, on or prior to the date
of this Series Supplement, the conditions set forth in Section 13.01(a) of the
Agreement have been satisfied with respect to the amendment set forth in Section
2.02(a).
ARTICLE III
22
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 any Due Period (or portion thereof) occurring
prior to the earlier of the first Distribution Date following the Termination
Date and the first Distribution Date on which the Invested Amount and the L/C
Invested Amount, if any, are 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 1999-2 Certificateholders
with respect to such Due Period.
The share of the Servicing Fee allocable to the Class A
Certificateholders (after giving effect to the distribution of Servicer
Interchange, if any, to the Servicer) with respect to any Distribution Date (the
"Class A Monthly Servicing Fee") shall be equal to one-twelfth of the product of
(a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the L/C
Invested Amount, if any, as of the last day of the Due Period second preceding
such Distribution Date and (c) the Class A Invested Percentage with respect to
such Distribution Date; provided, however, with respect to the first
Distribution Date, the Class A Monthly Servicing Fee shall be equal to the
Servicing Fee accrued on the Class A Initial Invested Amount at the Net
Servicing Fee Rate for the period from the Closing Date to but excluding the
first Distribution Date, calculated on the basis of a 360-day year of twelve
30-day months and provided further, that with respect to the first Distribution
Date of the related Due Period in which an Additional Issuance Date occurs the
Class A Monthly Servicing Fee shall be increased by an amount equal to the
product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of
which is 30 minus the actual number of days in the period from and including the
tenth day of the calendar month in which such Additional Issuance Date occurs to
but excluding such Additional Issuance Date and the denominator of which is 360,
times (c) the increase in the Invested Amount after giving effect to the related
Additional Issuance and (d) the Class A Invested Percentage with respect to such
Distribution Date. The share of the Servicing Fee allocable to the Class B
23
Certificateholders (after giving effect to the distribution of Servicer
Interchange, if any, to the Servicer) with respect to any Distribution Date (the
"Class B Monthly Servicing Fee") shall be equal to one-twelfth of the product of
(a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the L/C
Invested Amount, if any, as of the last day of the Due Period second preceding
such Distribution Date and (c) the Class B Invested Percentage with respect to
such Distribution Date; provided, however, with respect to the first
Distribution Date, the Class B Monthly Servicing Fee shall be equal to the
Servicing Fee accrued on the Class B Initial Invested Amount at the Net
Servicing Fee Rate for the period from the Closing Date to but excluding the
first Distribution Date, calculated on the basis of a 360-day year of twelve
30-day months and provided further, that with respect to the first Distribution
Date of the related Due Period in which an Additional Issuance Date occurs, the
Class B Monthly Servicing Fee shall be increased by an amount equal to the
product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of
which is 30 minus the actual number of days in the period from and including the
tenth day of the calendar month in which such Additional Issuance Date occurs to
but excluding such Additional Issuance Date and the denominator of which is 360,
times (c) the increase in the Invested Amount after giving effect to the related
Additional Issuance and (d) the Class B Invested Percentage with respect to such
Distribution Date. The share of the Servicing Fee allocable to the L/C Issuer
(after giving effect to the distribution of Servicer Interchange, if any, to the
Servicer) with respect to any Distribution Date relating to the Early
Amortization Period, following the Distribution Date on which the Class A
Invested Amount and the Class B Invested Amount are paid in full (the "L/C
Monthly Servicing Fee"), shall be equal to one-twelfth of the product of (a) the
Net Servicing Fee Rate and (b) the L/C Invested Amount, if any, as of the last
day of the Due Period second preceding such Distribution Date.
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 1999-2
Allocation Percentage for the related Due Period. In no event shall the Trust,
the Trustee, the Series 1999-2 Certificateholders or the L/C Issuer be liable
for the share of the Servicing Fee to be paid by the Sellers.
The (i) Class A Monthly Servicing Fee shall be payable to the
Servicer solely to the extent amounts are available for distribution pursuant to
Section 4.06(a)(iii) or (c)(iii), as the case may be, (ii) Class B Monthly
Servicing Fee shall be payable to the Servicer solely to the extent amounts are
available for distribution pursuant to Section 4.06(b)(ii) or (d)(ii), as the
case may be, and (iii) L/C Monthly Servicing Fee shall be payable to the
Servicer solely to the extent amounts are available for distribution pursuant to
Section 4.09(e).
24
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 1999-2; 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 1999-2.
ARTICLE IV
Rights of Series 1999-2 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 1999-2 pursuant to Article IV of the
Agreement (and, as described herein, Collections of Finance Charge Receivables
reallocated from other Series in Group One) shall be allocated and distributed
or reallocated as set forth in this Article.
(b) Payments to Sellers. The Servicer shall withdraw from the
Collection Account and pay to the Sellers on the dates set forth below the
following amounts:
(i) on Deposit Dates with respect to the Revolving Period and
the Early Amortization Period:
(A) an amount equal to the Sellers' Percentage for
the related Due Period of Allocable Finance Charge
Collections, minus, 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 Distribution Date); and
(B) an amount equal to the Sellers' Percentage for
the related Due Period of Allocable Principal Collections, if
the Sellers' Participation Amount (determined after giving
effect to any Principal Receivables transferred to the Trust
on such Deposit Date) exceeds zero; and
(ii) on Deposit Dates with respect to any Monthly Period:
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(A) an amount equal to the Sellers' Allocable Share
for the related Distribution Date, minus, 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 Distribution
Date); and
(B) an amount equal to the Sellers' Percentage for
the related Due Period of Allocable Principal Collections, if
the Sellers' Participation Amount (determined after giving
effect to any Principal Receivables transferred to the Trust
on such Deposit Date) exceeds zero.
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 1999-2 Certificateholders' Interest pursuant to
Section 7.01 of this Series Supplement and proceeds from the sale, disposition
or liquidation of Receivables pursuant to Section 9.02 or 12.02 of the
Agreement.
Section 4.02. Determination of Monthly Interest. (a) The
amount of monthly interest ("Class A Monthly Interest") distributable from the
Collection Account with respect to the Class A Certificates on any Distribution
Date shall be an amount equal to one-twelfth of the product of (i) the Class A
Certificate Rate and (ii) the outstanding principal balance of the Class A
Certificates as of the close of business on the preceding Distribution Date
(after giving effect to any distribution of Class A Monthly Principal on such
preceding Distribution Date), minus, for each Distribution Date with respect to
the Accumulation Period, the aggregate amount of all deposits of Class A Monthly
Principal previously made to the Class A Principal Funding Account; provided,
however, that (i) with respect to the first Distribution Date, Class A Monthly
Interest shall be equal to $5,507,812.50; and (ii) with respect to the first
Distribution Date of the related Due Period in which an Additional Issuance Date
occurs, Class A Monthly Interest shall be increased by the amount of interest
accrued and payable at the Class A Certificate Rate on the principal amount of
Additional Class A Certificates through but excluding such Distribution Date.
Class A Monthly Interest shall be calculated on the basis of a 360-day year of
twelve 30-day months.
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On the Determination Date preceding each Payment Date, the
Servicer shall determine the excess, if any (the "Class A Interest Shortfall")
of (x) the aggregate Class A Monthly Interest plus the aggregate Class A Covered
Amount for the Interest Period applicable to such Payment Date over (y) the
amount which will be on deposit in the Class A Interest Funding Account on such
Payment Date. If the Class A Interest Shortfall with respect to any Payment Date
is greater than zero, an additional amount ("Class A Additional Interest") equal
to one-twelfth of the product of (i) the Class A Certificate Rate and (ii) such
Class A Interest Shortfall (or the portion thereof which has not been paid to
Class A Certificateholders) shall be payable as provided herein with respect to
the Class A Certificates on each Distribution Date following such Payment Date
to and including the Payment Date on which such Class A Interest Shortfall is
paid to Class A Certificateholders. Notwithstanding anything to the contrary
herein, Class A Additional Interest shall be payable or distributed to Class A
Certificateholders only to the extent permitted by applicable law.
(b) The amount of monthly interest ("Class B Monthly
Interest") distributable from the Collection Account with respect to the Class B
Certificates on any Distribution Date shall be an amount equal to one-twelfth of
the product of (i) the Class B Certificate Rate and (ii) the Class B Invested
Amount as of the close of business on the preceding Distribution Date (after
giving effect to any increase or decrease of the Class B Invested Amount on such
preceding Distribution Date); provided, however, that (i) with respect to the
first Distribution Date, Class B Monthly Interest shall be equal to $369,000.00;
and (ii) with respect to the first Distribution Date of the related Due Period
in which an Additional Issuance Date occurs, Class B Monthly Interest shall be
increased by the amount of interest accrued and payable at the Class B
Certificate Rate on the principal amount of Additional Class B Certificates
through but excluding such Distribution Date. Class B Monthly Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months.
On the Determination Date preceding each Payment Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
of (x) the aggregate Class B Monthly Interest for the Interest Period applicable
to such Payment Date over (y) the amount which will be on deposit in the Class B
Interest Funding Account on such Payment Date. If the Class B Interest Shortfall
with respect to any Payment Date is greater than zero, an additional amount
("Class B Additional Interest") equal to one-twelfth of the product of (i) the
Class B Certificate Rate and (ii) such Class B Interest Shortfall (or the
portion thereof which has not been paid to Class B Certificateholders) shall be
27
payable as provided herein with respect to the Class B Certificates on each
Distribution Date following such Payment Date to and including the Payment Date
on which such Class B Interest Shortfall is paid to Class B Certificateholders.
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be payable or distributed to Class B Certificateholders only to the extent
permitted by applicable law.
Section 4.03. Determination of Monthly Principal. (a) The
amount of monthly principal ("Class A Monthly Principal") distributable from the
Collection Account with respect to the Class A Certificates on each Distribution
Date beginning with the first to occur of (i) the first Special Payment Date, if
any, and (ii) the first Distribution Date to occur with respect to the
Accumulation Period, shall be equal to the Available Investor Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date; provided, however, that for each Distribution Date with
respect to any Monthly Period, Class A Monthly Principal shall not exceed the
Controlled Distribution Amount for such Distribution Date; and provided further
that Class A Monthly Principal shall not exceed the Class A Invested Amount.
(b) The amount of monthly principal ("Class B Monthly
Principal") distributable from the Collection Account with respect to the Class
B Certificates on each Distribution Date beginning with the Class B Principal
Commencement Date, shall be equal to the Available Investor Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date (minus the portion of such Available Investor Principal
Collections applied to Class A Monthly Principal on such Distribution Date);
provided, however, that Class B Monthly Principal shall not exceed the Class B
Invested Amount.
Section 4.04. Establishment of Funding Accounts. (a) (i) The
Servicer, for the benefit of the Class A Certificateholders, shall establish and
maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit
Account (the "Class A Interest Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Class A Certificateholders. The Class A Interest Funding Account shall initially
be established with Citibank, N.A.
(ii) The Servicer, for the benefit of the Class B
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Class B Interest Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Class B Certificateholders. The Class B
Interest Funding Account shall initially be established with Citibank, N.A.
28
(iii) Funds on deposit in the Interest Funding Accounts shall
be invested by the Servicer on behalf of the Trustee in Eligible Investments
selected by the Servicer. All such Eligible Investments shall be held by the
Trustee for the benefit of the Class A Certificateholders or the Class B
Certificateholders, as applicable; provided that on each Distribution Date, all
interest and other investment earnings (net of losses and investment expenses)
on funds on deposit in the Interest Funding Accounts shall be paid to the
Sellers. Funds deposited in the Interest Funding Accounts on any Distribution
Date (which are not distributed to Class A Certificateholders or Class B
Certificateholders, as applicable, pursuant to Section 4.07 on such Distribution
Date) shall be invested in Eligible Investments that will mature so that such
funds will be available at the close of business on the Transfer Date preceding
the following Distribution Date. Funds deposited in either Interest Funding
Account on a Transfer Date (which immediately precedes a Payment Date) upon the
maturity of any Eligible Investments are not required to be invested overnight.
(b) (i) The Servicer, for the benefit of the Class A
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Class A Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Class A Certificateholders. The Class A
Principal Funding Account shall initially be established with Citibank, N.A.
(ii) Funds on deposit in the Class A Principal Funding Account
shall be invested by the Servicer on behalf of the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Trustee for the benefit of the Class A Certificateholders; provided
that on each Distribution Date all interest and other investment income (net of
investment expenses) on funds on deposit therein shall be applied as set forth
in clause (iii) below. Funds on deposit in the Class A Principal Funding Account
shall be invested in Eligible Investments that will mature so that such funds
will be available at the close of business on the Transfer Date preceding the
following Distribution Date. Funds deposited in the Class A Principal Funding
Account on a Transfer Date (which immediately precedes a Payment Date) upon the
maturity of any Eligible Investments are not required to be invested overnight.
(iii) On each Distribution Date with respect to the
Accumulation Period, the Servicer shall withdraw from the Class A Principal
Funding Account and deposit in the Class A Interest Funding Account all interest
and other investment income (net of investment expenses) on funds then on
deposit in the Class A Principal Funding Account; provided, however, that Class
A Excess Investment Proceeds, if any, with respect to any Distribution Date,
shall be deposited in the Collection Account and treated as a portion of the
Gross Amount.
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(iv) Reinvested interest and other investment income on funds
deposited in the Class A Principal Funding Account shall not be considered to be
principal amounts on deposit therein for purposes of this Series Supplement.
(c) (i) The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Interest Funding
Accounts and the Class A Principal Funding Account (collectively, the "Series
1999-2 Accounts") and in all proceeds thereof. The Series 1999-2 Accounts shall
be under the sole dominion and control of the Trustee for the benefit of the
Class A Certificateholders, Class B Certificateholders or the L/C Issuer, as the
case may be. If, at any time, any of the Series 1999-2 Accounts ceases to be an
Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall
within 10 Business Days (or such longer period, not to exceed 30 calendar days,
as to which each Rating Agency may consent) establish a new Series 1999-2
Account meeting the conditions specified in paragraph (a)(i) or (ii) or (b)(i)
above, as applicable, as an Eligible Deposit Account and shall transfer any cash
and/or any investments to such new Series 1999-2 Account.
(ii) Pursuant to the authority granted to the Servicer in
Section 3.01(b) of the Agreement, the Servicer shall have the power, revocable
by the Trustee, to make withdrawals and payments or to instruct the Trustee to
make withdrawals and payments from the Series 1999-2 Accounts for the purposes
of carrying out the Servicer's or Trustee's duties hereunder. Pursuant to the
authority granted to the Paying Agent in Section 5.01 of this Series Supplement
and Section 6.07 of the Agreement, the Paying Agent shall have the power,
revocable by the Trustee, to withdraw funds from the Series 1999-2 Accounts for
the purpose of making distributions to the Series 1999-2 Certificateholders.
Section 4.05. Required Amount. With respect to each
Distribution Date, on the related Determination Date, the Servicer shall
determine the amount (the "Required Amount"), if any, by which (a) the sum of
(i) Class A Monthly Interest for such Distribution Date, (ii) any Class A
Monthly Interest previously due but not deposited in the Class A Interest
Funding Account on a prior Distribution Date, (iii) Class A Additional Interest,
if any, for such Distribution Date and any Class A Additional Interest
previously due but not deposited into the Class A Interest Funding Account on a
prior Distribution Date (but not including any amount relating to any Class A
Funding Account Shortfall), (iv) at such time as Citibank (South Dakota) or an
Affiliate of Citibank (South Dakota) is no longer the Servicer, the Class A
Monthly Servicing Fee for such Distribution Date and (v) the Class A Investor
Default Amount, if any, for such Distribution Date exceeds (b)(i) the product of
(x) Reallocated Investor Finance Charge Collections for such Distribution Date
and (y) the Class A Invested Percentage for such Distribution Date, minus (ii)
if Citibank (South Dakota) or an Affiliate of Citibank (South Dakota) is the
Servicer, the portion of the Class A Monthly Servicing Fee for such Distribution
30
Date that will be paid on such Distribution Date pursuant to Section
4.06(a)(iii) or (c)(iii), as the case may be, out of funds on deposit in the
Collection Account available therefor. The Servicer will give the Trustee notice
of the Required Amount on any Determination Date on which the Servicer
determines that the Required Amount is greater than zero.
Section 4.06. Application of Reallocated Investor Finance
Charge Collections and Available Investor Principal Collections. The Servicer
shall apply (if Citibank (South Dakota) is the Servicer and the Collection
Account is maintained with Citibank (South Dakota)) or shall cause the Trustee
to apply, on each Distribution Date, Allocable Finance Charge Collections (other
than any portion thereof reallocated to other Series in Group One), Collections
of Finance Charge Receivables reallocated to Series 1999-2 from other Series in
Group One and Available Investor Principal Collections on deposit in the
Collection Account with respect to such Distribution Date, to make the following
distributions:
(a) Subject to Section 4.06(c), on each Distribution Date, an
amount equal to the product of (x) Reallocated Investor Finance Charge
Collections with respect to such Distribution Date and (y) the Class A Invested
Percentage for such Distribution Date, will be distributed in the following
priority; provided, however, that if such funds on deposit in the Collection
Account available therefor are less than the sum of the amounts specified in
paragraphs (i), (ii) and (iii) below, such funds shall be allocated among such
paragraphs in proportion to the respective amounts specified in each such
paragraph; and provided further that funds allocated to the Class A
Certificateholders pursuant to paragraphs (i) and (ii) below will be applied
first to the amount specified under paragraph (i) below and second to the amount
specified under paragraph (ii) below:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not deposited into the Class A Interest Funding
Account on a prior Distribution Date, plus the amount of any Class A
Additional Interest for such Distribution Date and any Class A
Additional Interest previously due but not deposited into the Class A
Interest Funding Account on a prior Distribution Date, plus the amount
of any Class A Funding Account Shortfall previously due but not
deposited into the Class A Interest Funding Account on a prior
Distribution Date shall be deposited by the Servicer or the Trustee
into the Class A Interest Funding Account;
(ii) an amount equal to the Class A Investor Default Amount
for such Distribution Date shall be treated as a portion of Investor
Principal Collections for such Distribution Date;
31
(iii) an amount equal to the Class A Monthly Servicing Fee for
such Distribution Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection
Account);
(iv) on each Distribution Date beginning with the April 2008
Distribution Date to but excluding the Distribution Date with respect
to the first Monthly Period, an amount equal to the Class A Investment
Fee, if any, for such Distribution Date shall be distributed to the
Sellers (unless such amount has been netted against deposits to the
Collection Account); and
(v) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth
in Section 4.09.
(b) Subject to Section 4.06(d), on each Distribution Date, an
amount equal to the product of (x) Reallocated Investor Finance Charge
Collections with respect to such Distribution Date and (y) the Class B Invested
Percentage for such Distribution Date, will be distributed in the following
priority; provided, however, that if such funds on deposit in the Collection
Account available therefor are less than the sum of the amounts specified in
paragraphs (i) and (ii) below, such funds shall be allocated between such
paragraphs in proportion to the respective amounts specified in each such
paragraph:
(i) an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not deposited into the Class B Interest Funding
Account on a prior Distribution Date, plus the amount of any Class B
Additional Interest for such Distribution Date and any Class B
Additional Interest previously due but not deposited into the Class B
Interest Funding Account on a prior Distribution Date, shall be
deposited by the Servicer or the Trustee into the Class B Interest
Funding Account;
(ii) an amount equal to the Class B Monthly Servicing Fee for
such Distribution Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection
Account); and
(iii) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth
in Section 4.09.
32
(c) On each Distribution Date with respect to a Monthly
Period, an amount equal to the Class A Allocable Share with respect to such
Distribution Date will be distributed in the following priority; provided,
however, that if such funds on deposit in the Collection Account available
therefor are less than the sum of the amounts specified in paragraphs (i), (ii)
and (iii) below, such funds shall be allocated among such paragraphs in
proportion to the respective amounts specified in each such paragraph; and
provided further that funds allocated to the Class A Certificateholders pursuant
to paragraphs (i) and (ii) below will be applied first to the amount specified
under paragraph (i) below and second to the amount specified under paragraph
(ii) below:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not deposited into the Class A Interest Funding
Account on a prior Distribution Date, plus (without duplication) the
amount of any Class A Funding Account Shortfall for such Distribution
Date and the amount of any Class A Funding Account Shortfall previously
due but not deposited into the Class A Interest Funding Account on a
prior Distribution Date, plus the amount of any Class A Additional
Interest for such Distribution Date and any Class A Additional Interest
previously due but not deposited into the Class A Interest Funding
Account on a prior Distribution Date, shall be deposited by the
Servicer or the Trustee into the Class A Interest Funding Account;
(ii) an amount equal to the Class A Investor Default Amount
for such Distribution Date shall be treated as a portion of Investor
Principal Collections for such Distribution Date;
(iii) an amount equal to the Class A Monthly Servicing Fee for
such Distribution Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection
Account);
(iv) prior to and including the Distribution Date immediately
preceding the Class A Expected Final Payment Date, an amount equal to
the Class A Investment Fee, if any, for such Distribution Date shall be
distributed to the Sellers (unless such amount has been netted against
deposits to the Collection Account); and
(v) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth
in Section 4.09.
33
(d) On each Distribution Date with respect to a Monthly
Period, an amount equal to the Class B Allocable Share with respect to such
Distribution Date will be distributed in the following priority; provided,
however, that if such funds on deposit in the Collection Account available
therefor are less than the sum of the amounts specified in paragraphs (i) and
(ii) below, such funds shall be allocated between such paragraphs in proportion
to the respective amounts specified in each such paragraph:
(i) an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not deposited into the Class B Interest Funding
Account on a prior Distribution Date, plus the amount of any Class B
Additional Interest for such Distribution Date and any Class B
Additional Interest previously due but not deposited into the Class B
Interest Funding Account on a prior Distribution Date, shall be
deposited by the Servicer or the Trustee into the Class B Interest
Funding Account;
(ii) an amount equal to the Class B Monthly Servicing Fee for
such Distribution Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection
Account); and
(iii) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth
in Section 4.09.
(e) On each Distribution Date with respect to the Revolving
Period, an amount equal to the Available Investor Principal Collections
deposited in the Collection Account for the related Due Period shall be treated
as Excess Principal Collections and applied in accordance with Section 4.04 of
the Agreement.
(f) On each Distribution Date with respect to the Accumulation
Period or the Early Amortization Period an amount equal to Available Investor
Principal Collections deposited in the Collection Account for the related Due
Period will be distributed in the following priority:
(i) an amount equal to Class A Monthly Principal for such
Distribution Date, up to the Class A Invested Amount, shall be
deposited by the Servicer or the Trustee into the Class A Principal
Funding Account;
(ii) for each Distribution Date with respect to the
Accumulation Period prior to the Class B Principal Commencement Date,
unless an Amortization Event has occurred, after giving effect to the
distribution referred to in clause (i) above, 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;
34
(iii) for each Distribution Date, beginning with the Class B
Principal Commencement Date, after giving effect to the distribution
referred to in clause (i) above, an amount equal to the balance, if
any, of such Available Investor Principal Collections then on deposit
in the Collection Account, to the extent of Class B Monthly Principal,
shall be distributed by the Servicer or the Trustee to the Class B
Certificateholders;
(iv) for each Distribution Date with respect to the Early
Amortization Period, beginning with the Distribution Date on which the
Class A Invested Amount and the Class B Invested Amount are paid in
full, after giving effect to the distributions referred to above, an
amount equal to the balance, if any, of such Available Investor
Principal Collections then on deposit in the Collection Account, to the
extent of L/C Monthly Principal, if any, shall be distributed by the
Servicer or the Trustee to the L/C Issuer, in accordance with the L/C
Reimbursement Agreement; and
(v) for each Distribution Date, after giving effect to the
distributions referred to above, an amount equal to the balance, if
any, of such Available Investor Principal Collections then on deposit
in the Collection Account shall be treated as Excess Principal
Collections and applied in accordance with Section 4.04 of the
Agreement.
Section 4.07. Distributions to Series 1999-2
Certificateholders. (a) The Servicer shall make (if Citibank (South Dakota) is
the Servicer and the Collection Account is maintained with Citibank (South
Dakota)) or shall cause the Trustee to make the following distributions at the
following times from the Class A Interest Funding Account and the Class A
Principal Funding Account:
(i) on each Payment Date, all amounts on deposit in the Class
A Interest Funding Account shall be distributed to the Paying Agent for
payment to the Class A Certificateholders; and
(ii) on each Special Payment Date and on the Class A Expected
Final Payment Date, all amounts on deposit in the Class A Principal
Funding Account, to the extent of the Class A Invested Amount, shall be
distributed to the Paying Agent for payment to the Class A
Certificateholders.
(b) The Servicer shall make (if Citibank (South Dakota) is the
Servicer and the Collection Account is maintained with Citibank (South Dakota))
or shall cause the Trustee to make the following distributions at the following
times from the Class B Interest Funding Account and the Collection Account:
35
(i) on each Payment Date, all amounts on deposit in the Class
B Interest Funding Account shall be distributed to the Paying Agent for
payment to the Class B Certificateholders; and
(ii) on each Special Payment Date and on the Class B Expected
Final Payment Date, all amounts on deposit in the Collection Account
which are to be distributed to the Class B Certificateholders pursuant
to this Series Supplement, to the extent of the principal amount of the
Class B Certificates, shall be distributed to the Paying Agent for
payment to the Class B Certificateholders.
(c) The distributions to be made pursuant to this Section are
subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Series Supplement.
Section 4.08. Investor Charge-Offs. (a) If on any Distribution
Date the Required Amount for such Distribution Date exceeds the sum of (x) the
amount of Subordinated Principal Collections with respect to such Distribution
Date, (y) the amount of Excess Finance Charge Collections with respect to such
Distribution Date and (z) the Available Shared Enhancement Amount with respect
to such Distribution Date, the L/C Invested Amount shall be reduced by the
amount of such excess, but not by more than the Class A Investor Default Amount
for such Distribution Date. In the event that such reduction would cause the L/C
Invested Amount to be a negative number (but for the proviso in the definition
of L/C Invested Amount), the L/C Invested Amount shall be reduced to zero, and
the Class B Invested Amount shall be reduced by the amount by which the L/C
Invested Amount would have been reduced below zero, but not by more than the
excess, if any, of the Class A Investor Default Amount for such Distribution
Date over the amount of such reduction, if any, of the L/C Invested Amount. In
the event that such reduction would cause the Class B Invested Amount to be a
negative number (but for the proviso in the definition of Class B Invested
Amount), the Class B Invested Amount shall be reduced to zero, and the Class A
Invested Amount will be reduced by the amount by which the Class B Invested
Amount would have been reduced below zero, but not by more than the excess, if
any, of the Class A Investor Default Amount for such Distribution Date over the
aggregate amount of the reductions, if any, of the L/C Invested Amount and the
Class B Invested Amount for such Distribution Date pursuant to this Section
4.08(a) (a "Class A Investor Charge-Off"). Class A Investor Charge-Offs shall
thereafter be reimbursed and the Class A Invested Amount increased (but not by
an amount in excess of the aggregate Class A Investor Charge-Offs) on any
Distribution Date by the sum of (i) Allocable Miscellaneous Payments with
respect to such Distribution Date and (ii) the amount of Excess Finance Charge
Collections allocated and available for that purpose pursuant to Section
4.09(b).
36
(b) If on any Distribution Date the Class B Investor Default
Amount for such Distribution Date exceeds the sum of (x) the amount of Excess
Finance Charge Collections with respect to such Distribution Date which are
allocated and available to pay the Class B Investor Default Amount pursuant to
Section 4.09(d) and (y) the portion, if any, of the Available Shared Enhancement
Amount with respect to such Distribution Date (after giving effect to any draw
under the L/C (or any withdrawal from the L/C Funding Account) to fund the
Required Draw Amount with respect to such Distribution Date), then the L/C
Invested Amount shall be reduced by the amount of such excess. In the event that
such reduction would cause the L/C Invested Amount to be a negative number (but
for the proviso in the definition of L/C Invested Amount), the L/C Invested
Amount shall be reduced to zero, and the Class B Invested Amount shall be
reduced by the amount by which the L/C Invested Amount would have been reduced
below zero (a "Class B Investor Charge-Off"). Class B Investor Charge-Offs shall
thereafter be reimbursed and the Class B Invested Amount increased (but not by
an amount in excess of the aggregate Class B Investor Charge-Offs) on any
Distribution Date by the sum of (i) Allocable Miscellaneous Payments with
respect to such Distribution Date (but only to the extent such amount is not
required to reimburse Class A Investor Charge-Offs pursuant to paragraph (a)
above) and (ii) the amount of Excess Finance Charge Collections allocated and
available for that purpose pursuant to Section 4.09(f).
(c) If on any Distribution Date Subordinated Principal
Collections for such Distribution Date are allocated pursuant to Section
4.10(a), the L/C Invested Amount shall be reduced by the amount of such
allocated Subordinated Principal Collections. In the event that such reduction
would cause the L/C Invested Amount to be a negative number (but for the proviso
of the definition of L/C Invested Amount), the L/C Invested Amount shall be
reduced to zero, and the Class B Invested Amount shall be reduced by the amount
by which the L/C Invested Amount would have been reduced below zero.
(d) If on any Distribution Date the L/C Default Amount for
such Distribution Date exceeds the amount of Excess Finance Charge Collections
with respect to such Distribution Date which are allocated and available to pay
the L/C Default Amount pursuant to Section 4.09(h), then the L/C Invested Amount
shall be reduced by the amount of such excess (an "L/C Charge-Off"). L/C
Charge-Offs shall thereafter be reimbursed and the L/C Invested Amount increased
(but not by an amount in excess of the sum of (x) the aggregate L/C Charge-Offs
and (y) the aggregate amount by which the L/C Invested Amount has been reduced
pursuant to Sections 4.08(a),(b) or (c), which in either case have not been
previously reimbursed), on any Distribution Date by the sum of (i) Allocable
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Miscellaneous Payments with respect to such Distribution Date (but only to the
extent such amount is not required to reimburse Class A Investor Charge-Offs or
Class B Investor Charge-Offs pursuant to paragraph (a) or (b) above) and (ii)
the amount of Excess Finance Charge Collections allocated and available for that
purpose pursuant to Section 4.09(i).
Section 4.09. Excess Finance Charge Collections. The Servicer
shall apply (if Citibank (South Dakota) is the Servicer and the Collection
Account is maintained with Citibank (South Dakota)) or shall cause the Trustee
to apply, on each Distribution Date (or on the related Transfer Date, if so
specified), Excess Finance Charge Collections with respect to such Distribution
Date, to make the following distributions in the following priority:
(a) an amount equal to the Required Amount, if any, with
respect to such Distribution Date shall be distributed first to fund
any deficiency pursuant to Section 4.06(a)(i) or (c)(i) (but not
including any amount relating to any Class A Funding Account Shortfall)
and second to pay the Class A Investor Default Amount, if any, for such
Distribution Date pursuant to Section 4.06(a)(ii) or (c)(ii), as the
case may be; provided, however, that at such time as Citibank (South
Dakota) or an Affiliate of Citibank (South Dakota) is no longer the
Servicer, such Excess Finance Charge Collections shall be distributed
second to fund any deficiency in the Class A Monthly Servicing Fee for
such Distribution Date and third to pay the Class A Investor Default
Amount, if any, for such Distribution Date;
(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed (after
giving effect to the allocation on such Distribution Date of any amount
for that purpose pursuant to Section 4.08(a)(i)) shall be treated as a
portion of Investor Principal Collections with respect to such
Distribution Date;
(c) an amount equal to (i) Class B Monthly Interest due but
not deposited into the Class B Interest Funding Account on such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not deposited into the Class B Interest Funding
Account on a prior Distribution Date, (ii) the Cumulative Excess
Interest Amount for such Distribution Date and (iii) the amount of any
Class B Additional Interest due but not deposited into the Class B
Interest Funding Account on such Distribution Date and any Class B
Additional Interest previously due but not deposited into the Class B
Interest Funding Account on a prior Distribution Date, shall be
deposited into the Class B Interest Funding Account;
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(d) an amount equal to the Class B Investor Default Amount for
such Distribution Date shall be treated as a portion of Investor
Principal Collections with respect to such Distribution Date;
(e) with respect to each Distribution Date following the
Distribution Date on which the Class A Invested Amount and the Class B
Invested Amount are paid in full, provided an Economic Special Payment
Date has occurred, an amount equal to the L/C Monthly Servicing Fee for
such Distribution Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection
Account);
(f) an amount equal to the aggregate amount by which the Class
B Invested Amount has been reduced pursuant to clauses (c), (d) and (e)
of the definition of "Class B Invested Amount" (but not in excess of
the aggregate amount of such reductions which have not been previously
reimbursed) shall be treated as a portion of Investor Principal
Collections with respect to such Distribution Date;
(g) an amount equal to the "L/C Fee" (as defined in the L/C
Reimbursement Agreement) for such Distribution Date shall be
distributed to the L/C Issuer in accordance with the provisions of the
L/C Reimbursement Agreement;
(h) an amount equal to the L/C Default Amount for such
Distribution Date shall be treated as a portion of Investor Principal
Collections with respect to such Distribution Date;
(i) an amount equal to the aggregate amount by which the L/C
Invested Amount has been reduced pursuant to clauses (c), (d) and (e)
of the definition of "L/C Invested Amount" (but not in excess of the
aggregate amount of such reductions which have not been previously
reimbursed) shall be treated as a portion of Investor Principal
Collections with respect to such Distribution Date;
(j) with respect to each Distribution Date prior to the
occurrence of an Economic Amortization Event, an amount equal to the
lesser of (i) the balance of such Excess Finance Charge Collections and
(ii) the excess, if any, of the Initial Available L/C Amount over the
Available Enhancement Amount
(A) if before the L/C Funding Date, shall be paid to
the L/C Issuer on the related Distribution Date for
application in accordance with the L/C Reimbursement
Agreement, or
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(B) if on or after the L/C Funding Date, shall be
deposited into the L/C Funding Account on the related Transfer
Date for application in accordance with the L/C Reimbursement
Agreement; and
(k) the balance, if any, shall be distributed to the L/C
Issuer on such Distribution Date for application in accordance with the
L/C Reimbursement Agreement.
Section 4.10. Subordinated Principal Collections. The Servicer
shall apply (if Citibank (South Dakota) is the Servicer and the Collection
Account is maintained with Citibank (South Dakota)) or shall cause the Trustee
to apply, on each Distribution Date, Subordinated Principal Collections with
respect to such Distribution Date to make the following distributions in the
following priority:
(a) an amount equal to the excess, if any, of (i) the Required
Amount, if any, with respect to such Distribution Date over (ii) the
sum of (x) the amount of Excess Finance Charge Collections with respect
to such Distribution Date and (y) the Available Shared Enhancement
Amount with respect to such Distribution Date, shall be distributed by
the Servicer or the Trustee to fund any deficiency pursuant to Section
4.06(a)(i) and (a)(ii) or Section 4.06(c)(i) and (c)(ii), as the case
may be (but not including any amount relating to any Class A Funding
Account Shortfall), and, if Citibank (South Dakota) or an Affiliate of
Citibank (South Dakota) is no longer the Servicer, Section 4.06(a)(iii)
or (c)(iii), as the case may be; provided, however, that in the event
the Required Amount for such Distribution Date exceeds the sum of the
Available Shared Enhancement Amount for such Distribution Date and the
amount of Excess Finance Charge Collections and Subordinated Principal
Collections with respect to such Distribution Date, the amount drawn
under the L/C (or withdrawn from the L/C Funding Account) with respect
to such Required Amount and such Excess Finance Charge Collections and
Subordinated Principal Collections shall be applied first to pay
amounts due with respect to such Distribution Date pursuant to Section
4.06(a)(i) or (c)(i), as the case may be (but not including any amount
relating to any Class A Funding Account Shortfall), and second to pay
the Class A Investor Default Amount, if any, for such Distribution Date
pursuant to Section 4.06(a)(ii) or (c)(ii), as the case may be;
provided further that at such time as Citibank (South Dakota) or an
Affiliate of Citibank (South Dakota) is no longer the Servicer, the
amount drawn under the L/C (or withdrawn from the L/C Funding Account)
with respect to such Required Amount and such Excess Finance Charge
Collections and Subordinated Principal Collections shall be applied
second to fund any deficiency in the Class A Monthly Servicing Fee for
such Distribution Date and third to pay the Class A Investor Default
Amount, if any, for such Distribution Date; and
40
(b) the balance, if any, shall be treated as a portion of
Investor Principal Collections with respect to such Distribution Date.
Section 4.11. Credit Enhancement. (a) The Servicer hereby
represents that it has obtained the L/C in favor of the Trustee solely for the
benefit of the Series 1999-2 Certificateholders. The L/C shall permit the
Trustee (or the Servicer on its behalf) to make drawings from time to time in an
amount up to the Available L/C Amount at such time for the purposes set forth in
Section 4.11(k). The Available L/C Amount will be reduced by the amount of each
such drawing as provided in the definition thereof set forth in Section 2.01(a).
The L/C Issuer shall not be entitled to reimbursement for any draws, interest or
fees with respect to the L/C from the Trust Assets except as specifically
provided herein and in the L/C Reimbursement Agreement.
(b) In the event at any time the short-term debt obligations
of the L/C Issuer are rated below A-1+ by Standard & Poor's or the long-term
debt obligations of the L/C Issuer are rated below Aa3 by Moody's (such event
being referred to as an "L/C Issuer Downgrade") then the Servicer will, within
30 days following such L/C Issuer Downgrade, either
(i) replace the L/C with (x) an irrevocable letter of credit
with a stated amount not less than the then Available L/C Amount and
issued by a successor L/C Issuer, or (y) any other arrangement;
provided, however, that in either case the Rating Agency Condition
shall have been satisfied; or
(ii) cause a draw to be made under the L/C in an amount equal
to the Available L/C Amount and deposit such amount into the L/C
Funding Account;
provided, however, in the event at any time the short-term debt obligations of
the L/C Issuer are rated below A-2 by Standard & Poor's or the long-term debt
obligations of the L/C Issuer are rated below Al by Moody's, the Servicer will
promptly cause a draw to be made under the L/C in an amount equal to the
Available L/C Amount and deposit such amount into the L/C Funding Account.
(c) Before the L/C Funding Date, the Servicer shall establish
and maintain, in the name of the Trustee, on behalf of the Trust, for the
benefit of the Series 1999-2 Certificateholders and the L/C Issuer, as their
interests appear herein, one or more Eligible Deposit Accounts (collectively,
the "L/C Funding Account"), each of which bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series 1999-2
Certificateholders and the L/C Issuer. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the L/C Funding
Account and in all proceeds thereof. The L/C Funding Account shall be under the
sole dominion and control of the Trustee for the benefit of the Series 1999-2
Certificateholders and the L/C Issuer. The interest of the L/C Issuer in the L/C
Funding Account shall be subordinated to the interests of the Series 1999-2
Certificateholders as provided herein and in the L/C Reimbursement Agreement. If
41
at any time any account constituting the L/C Funding Account ceases to be an
Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall
within 10 Business Days (or such longer period, not to exceed 30 calendar days,
as to which each Rating Agency may consent) establish a new Eligible Deposit
Account meeting the conditions specified above, and shall transfer any affected
cash and/or any investments to such new L/C Funding Account. The Trustee, at the
direction of the Servicer, shall (i) on the date on which a draw is made under
the L/C pursuant to Section 4.11(b) (the "L/C Funding Date"), deposit the amount
of such draw in the L/C Funding Account, (ii) from and after the L/C Funding
Date, make withdrawals from the L/C Funding Account from time to time in an
amount up to the Available L/C Funding Amount at such time, for the purposes set
forth in Sections 4.11(k), 4.11(l) and 4.11(m), and (iii) on each Distribution
Date from and after the L/C Funding Date, make a deposit into the L/C Funding
Account in the amount specified in Section 4.09(j) in lieu of paying such amount
to the L/C Issuer. All withdrawals from the L/C Funding Account shall be made in
the priority set forth in this Section 4.11. The L/C Issuer shall not be
entitled to reimbursement from the Trust Assets for any withdrawals from the L/C
Funding Account except as specifically provided herein and in the L/C
Reimbursement Agreement.
(d) Notwithstanding any provision of the Agreement or this
Series Supplement, from and after the L/C Funding Date, the L/C Funding Account
shall replace the L/C for all purposes of this Series Supplement. As a result,
unless the context requires otherwise, any reference in this Series Supplement
to a draw under the L/C (including, without limitation, in Section 4.11(k))
shall be deemed to refer to a withdrawal from the L/C Funding Account; provided,
however, that from and after the L/C Funding Date the L/C Issuer shall still be
entitled to receive distributions pursuant to Sections 4.09(g) and (k).
(d.1) Funds on deposit in the L/C Funding Account shall be
invested at the direction of the Servicer (or the L/C Issuer, as provided in the
L/C Reimbursement Agreement) by the Trustee in L/C Funding Account Investments.
Funds on deposit in the L/C Funding Account on any Transfer Date, after giving
effect to any withdrawals from the L/C Funding Account on such Transfer Date,
shall be invested in such investments that will mature so that such funds will
be available for withdrawal on or prior to the following Transfer Date. The
proceeds of any such investments shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or prior to the
Transfer Date immediately following the date of such investment. The Trustee
shall maintain for the benefit of the Series 1999-2 Certificateholders and the
L/C Issuer possession of the negotiable instruments or securities, if any,
evidencing the L/C Funding Account Investments. On each Transfer Date, all
interest and earnings (net of losses and investment expenses) accrued since the
42
preceding Transfer Date on funds on deposit in the L/C Funding Account shall be
paid to the L/C Issuer for application in accordance with the L/C Reimbursement
Agreement. For purposes of determining the availability of funds or the balances
in the L/C Funding Account for any reason under this Series Supplement, all
investment earnings on such funds shall be deemed not to be available or on
deposit.
(e) On each Determination Date, the Servicer shall calculate
the amount (the "Required Draw Amount") (determined after giving effect to any
distribution to be made pursuant to Section 4.06(a)(i) or (c)(i), as the case
may be, and Section 4.06(a)(ii) or (c)(ii), as the case may be, on the related
Distribution Date) equal to the excess, if any, of (i) the Required Amount, if
any, with respect to such Distribution Date over (ii) the amount of Excess
Finance Charge Collections to be allocated and available pursuant to Section
4.09(a) to fund such Required Amount on such Distribution Date.
(f) On each Determination Date, the Servicer shall calculate
the amount (the "Interest Draw Amount") (determined after giving effect to any
distribution to be made pursuant to Section 4.06(b)(i) or (d)(i), as the case
may be, and Section 4.09(c) on the related Distribution Date) of (i) any Class B
Monthly Interest due but not to be deposited into the Class B Interest Funding
Account on such Distribution Date pursuant to Section 4.06(b)(i) or (d)(i), as
the case may be, or Section 4.09(c), (ii) any Class B Monthly Interest
previously due but not deposited into the Class B Interest Funding Account on a
prior Distribution Date pursuant to Section 4.06(b)(i) or (d)(i), as the case
may be, or Section 4.09(c) or this paragraph (f), (iii) any Class B Additional
Interest due but not to be deposited into the Class B Interest Funding Account
on such Distribution Date and any Class B Additional Interest previously due but
not deposited into the Class B Interest Funding Account on a prior Distribution
Date pursuant to Section 4.06(b)(i) or (d)(i), as the case may be, or Section
4.09(c) or this paragraph (f) and (iv) any Cumulative Excess Interest Amount due
but not to be deposited into the Class B Interest Funding Account on such
Distribution Date pursuant to Section 4.09(c).
(g) On each Determination Date, the Servicer shall calculate
the amount (the "Default Draw Amount") equal to the excess, if any, of (i) the
Class B Investor Default Amount for the related Distribution Date over (ii) the
amount of Excess Finance Charge Collections to be allocated and available
pursuant to Section 4.09(d) to fund such Class B Investor Default Amount on such
Distribution Date.
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(h) On each Determination Date (commencing with the
Determination Date preceding the Class B Principal Commencement Date), the
Servicer shall calculate the amount (the "Reimbursement Draw Amount") equal to
the excess, if any, of (i) the Class B Initial Invested Amount minus the sum of
the aggregate amount of principal payments previously distributed to Class B
Certificateholders over (ii) the Class B Invested Amount on the last day of the
related Due Period (determined after giving effect to any change to be made in
the Class B Invested Amount pursuant to paragraph (c), (d), (e) or (f) of the
definition of "Class B Invested Amount" on the following Distribution Date).
(i) Notwithstanding Section 4.11(h), if either (i) the
Certificateholders' Interest in the Receivables is reassigned to the Sellers
pursuant to Section 2.06 of the Agreement, (ii) Receivables are sold, disposed
of or otherwise liquidated pursuant to Section 9.02 or Section 12.02(c) of the
Agreement or (iii) the Certificateholders' Interest in the Receivables is
purchased by the Sellers pursuant to Section 10.01 of the Agreement or the
Series 1999-2 Certificateholders' Interest is purchased by the Sellers pursuant
to Section 7.01 of this Series Supplement, the Servicer shall not calculate the
Reimbursement Draw Amount with respect to the relevant Distribution Date, but
shall calculate the amount (the "Special Draw Amount") equal to the aggregate
amount of all reductions of the Class B Invested Amount occurring under clauses
(c), (d) or (e) of the definition of "Class B Invested Amount" which have not
been reimbursed prior to such Distribution Date under clause (f) thereof.
(j) Notwithstanding Section 4.11(h) and (i), on the
Determination Date preceding the Economic Special Payment Date, the Servicer
shall not calculate the Reimbursement Draw Amount or the Special Draw Amount
with respect to such Special Payment Date, but shall calculate (i) the amount
(the "Class A Principal Draw Amount") (determined after giving effect to any
distribution to be made pursuant to Section 4.06(f)(i) and 4.07(a)(ii) on such
Special Payment Date) equal to the outstanding principal amount of the Class A
Certificates and (ii) the amount (the "Class B Principal Draw Amount")
(determined after giving effect to any distribution to be made pursuant to
Section 4.06(f)(iii) and 4.07(b)(ii) on such Special Payment Date) equal to the
outstanding principal amount of the Class B Certificates.
(k) In the event that for any Distribution Date, the sum of
any Required Draw Amount, Interest Draw Amount, Default Draw Amount,
Reimbursement Draw Amount, Special Draw Amount, Class A Principal Draw Amount
and Class B Principal Draw Amount (such sum being referred to as the "Total Draw
Amount"), is greater than zero, the Servicer shall give written notice to the
Trustee and the L/C Issuer in substantially the form of Exhibit B of such
44
positive Total Draw Amount on the related Determination Date (with a copy to the
Rating Agencies). On the related Transfer Date, draws will be made under the L/C
(or withdrawals will be made from the L/C Funding Account, as the case may be)
as follows:
(A) the portion of the Total Draw Amount allocable to the
Required Draw Amount, if any, up to the Available Shared Enhancement
Amount, shall be drawn under the L/C (or withdrawn from the L/C Funding
Account, as the case may be) on the related Transfer Date and
distributed first to fund any deficiency pursuant to Section 4.06(a)(i)
or (c)(i) (but not including any amount relating to any Class A Funding
Account Shortfall) and second to pay the Class A Investor Default
Amount, if any, for such Distribution Date pursuant to Section
4.06(a)(ii) or (c)(ii), as the case may be; provided, however, that at
such time as Citibank (South Dakota) or an Affiliate of Citibank (South
Dakota) is no longer the Servicer, the amount of such draw under the
L/C (or withdrawal from the L/C Funding Account) shall be applied in
accordance with and in the priority set forth in Section 4.10(a);
(B) the portion of the Total Draw Amount allocable to the
Interest Draw Amount, if any, up to the Available Shared Enhancement
Amount (determined after giving effect to any draw (or withdrawal)
pursuant to clause (A)), shall be drawn under the L/C (or withdrawn
from the L/C Funding Account, as the case may be) on the related
Transfer Date and immediately deposited by the Trustee into the Class B
Interest Funding Account;
(C) the portion of the Total Draw Amount allocable to the
Default Draw Amount, if any, up to the Available Shared Enhancement
Amount (determined after giving effect to any draw or withdrawal
pursuant to clauses (A) and (B)), shall be drawn under the L/C (or
withdrawn from the L/C Funding Account, as the case may be) on the
related Transfer Date and used to pay the Class B Investor Default
Amount for such Distribution Date pursuant to Section 4.09(d);
(D) the portion of the Total Draw Amount allocable to the
Class A Principal Draw Amount, if any, up to the Available Shared
Enhancement Amount (determined after giving effect to any draw or
withdrawal pursuant to clauses (A), (B) and (C)), shall be drawn under
the L/C (or withdrawn from the L/C Funding Account, as the case may be)
on the related Transfer Date and immediately deposited by the Trustee
into the Class A Principal Funding Account; and
45
(E) the remainder of the Total Draw Amount, if any, up to the
Available Enhancement Amount (determined after giving effect to any
draw or withdrawal pursuant to clauses (A) through (D)), shall be drawn
under the L/C (or withdrawn from the L/C Funding Account, as the case
may be) on the related Transfer Date and immediately deposited by the
Trustee into the Collection Account for distribution to the Class B
Certificateholders on such Distribution Date.
Notwithstanding anything to the contrary in this Series Supplement or in the
Agreement, no draw may be made under the L/C (or withdrawal may be made from the
L/C Funding Account) to fund any Class A Funding Account Shortfall.
(l) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) the Termination Date, (iii)
the day on which the Class A Invested Amount and the Class B Invested Amount are
paid in full to the Class A Certificateholders and the Class B
Certificateholders and (iv) all draws to be made under the L/C or all
withdrawals from the L/C Funding Account pursuant to Section 4.11(k) with
respect to the Economic Special Payment Date having been made, the Trustee,
acting in accordance with the instructions of the Servicer, after the prior
payment of all amounts owing to the Class A Certificateholders and the Class B
Certificateholders which are payable by draws under the L/C or withdrawals from
the L/C Funding Account as provided herein, (A) shall terminate the L/C and the
L/C shall be deemed to have been terminated for all purposes of this Series
Supplement, or (B) shall withdraw from the L/C Funding Account for application
in accordance with the L/C Reimbursement Agreement all amounts, if any, on
deposit in the L/C Funding Account, and the L/C Funding Account shall be deemed
to have terminated for purposes of this Series Supplement.
(m) If the L/C Funding Account Surplus on any Distribution
Date, after giving effect to all deposits to and withdrawals from the L/C
Funding Account with respect to such Distribution Date, is greater than zero,
the Paying Agent on behalf of the Trustee, acting in accordance with the
instructions of the Servicer, shall withdraw from the L/C Funding Account and
apply in accordance with the L/C Reimbursement Agreement, an amount equal to
such L/C Funding Account Surplus.
(n) In each case in which a draw is to be made under the L/C
pursuant to Section 4.11(k), the Trustee (or the Servicer as agent of the
Trustee) shall present to the L/C Issuer a drawing certificate in respect of
such draw at or before 11:00 a.m. on the Business Day preceding the Transfer
Date on which such drawing is to be made.
Section 4.12. Reallocated Investor Finance Charge Collections.
(a) That portion of Group One Investor Finance Charge Collections for any
Distribution Date equal to the amount of Reallocated Investor Finance Charge
Collections for such Distribution Date will be allocated to Series 1999-2 and
will be distributed as set forth in this Series Supplement.
46
(b) Reallocated Investor Finance Charge Collections, with
respect to any Distribution Date, shall equal the sum of (i) the aggregate
amount of Series 1999-2 Monthly Interest, Series 1999-2 Default Amount, Series
1999-2 Monthly Fees and Series 1999-2 Additional Amounts for such Distribution
Date and (ii) that portion of excess Group One Investor Finance Charge
Collections to be included in Reallocated Investor Finance Charge Collections
pursuant to Section 4.12(c); provided, however, that if the amount of Group One
Investor Finance Charge Collections for such Distribution Date is less than the
sum of (w) Group One Investor Monthly Interest, (x) Group One Investor Default
Amount, (y) Group One Investor Monthly Fees and (z) Group One Investor
Additional Amounts, then Reallocated Investor Finance Charge Collections shall
equal the sum of the following amounts for such Distribution Date:
(A) the product of (I) Group One Investor Finance Charge
Collections (up to the amount of Group One Investor Monthly Interest)
and (II) a fraction, the numerator of which is Series 1999-2 Monthly
Interest and the denominator of which is Group One Investor Monthly
Interest;
(B) the product of (I) Group One Investor Finance Charge
Collections less the amount of Group One Investor Monthly Interest (up
to the Group One Investor Default Amount) and (II) a fraction, the
numerator of which is the Series 1999-2 Default Amount and the
denominator of which is the Group One Investor Default Amount;
(C) the product of (I) Group One Investor Finance Charge
Collections less the amount of Group One Investor Monthly Interest and
the Group One Investor Default Amount (up to Group One Investor Monthly
Fees) and (II) a fraction, the numerator of which is Series 1999-2
Monthly Fees and the denominator of which is Group One Investor Monthly
Fees; and
(D) the product of (I) Group One Investor Finance Charge
Collections less the sum of (i) Group One Investor Monthly Interest,
(ii) the Group One Investor Default Amount and (iii) Group One Investor
Monthly Fees and (II) a fraction, the numerator of which is Series
1999-2 Additional Amounts and the denominator of which is Group One
Investor Additional Amounts.
(c) If the amount of Group One Investor Finance Charge
Collections for such Distribution Date exceeds the sum of (i) Group One Investor
Monthly Interest, (ii) Group One Investor Default Amount, (iii) Group One
Investor Monthly Fees and (iv) Group One Investor Additional Amounts, then
Reallocated Investor Finance Charge Collections for such Distribution Date shall
include an amount equal to the product of (x) the amount of such excess and (y)
47
a fraction, the numerator of which is the Invested Amount as of the last day of
the second preceding Due Period and the denominator of which is the sum of such
Invested Amount and the aggregate invested amounts for all other Series included
in Group One as of such last day.
Section 4.13. Excess Principal Collections. (a) That portion
of Excess Principal Collections for any Distribution Date equal to the amount of
Series 1999-2 Excess Principal Collections for such Distribution Date will be
allocated to Series 1999-2 and will be distributed as set forth in this Series
Supplement.
(b) Series 1999-2 Excess Principal Collections, for any
Distribution Date with respect to the Accumulation Period or the Early
Amortization Period, shall mean an amount equal to the Series 1999-2 Principal
Shortfall for such Distribution Date; provided, however, that if the aggregate
amount of Excess Principal Collections for all Series for such Distribution Date
is less than the aggregate amount of Principal Shortfalls for all Series for
such Distribution Date, then Series 1999-2 Excess Principal Collections for such
Distribution Date shall equal the product of (x) Excess Principal Collections
for all Series for such Distribution Date and (y) a fraction, the numerator of
which is the Series 1999-2 Principal Shortfall for such Distribution Date and
the denominator of which is the aggregate amount of Principal Shortfalls for all
Series for such Distribution Date. The "Series 1999-2 Principal Shortfall" for
any Distribution Date shall equal the excess of (i) (x) for any Distribution
Date with respect to the Accumulation Period, (A) the Controlled Distribution
Amount and (B) if such Distribution Date is also the Class B Expected Final
Payment Date, the Class B Invested Amount or (y) for any Distribution Date with
respect to the Early Amortization Period, the sum of the Invested Amount and the
L/C Invested Amount, if any, over (ii) Available Investor Principal Collections
for such Distribution Date (excluding any portion thereof attributable to Series
1999-2 Excess Principal Collections).
ARTICLE V
Distributions and Reports to
Series 1999-2 Certificateholders
Section 5.01. Distributions. (a) On each Payment Date, the
Paying Agent shall distribute to each Class A Certificateholder of record on the
related Record Date (other than as provided in Section 12.02 of the Agreement)
such Investor Certificateholder's pro rata share of the amounts on deposit in
the Class A Interest Funding Account.
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(b) On each Special Payment Date and on the Class A Expected
Final Payment Date, the Paying Agent shall distribute to each Class A
Certificateholder of record on the related Record Date (other than as provided
in Section 12.02 of the Agreement) such Investor Certificateholder's pro rata
share of the amounts on deposit in the Class A Principal Funding Account that
are payable to the Class A Certificateholders pursuant to Section 4.07(a)(ii).
(c) On each Payment Date, the Paying Agent shall distribute to
each Class B Certificateholder of record on the related Record Date (other than
as provided in Section 12.02 of the Agreement) such Investor Certificateholder's
pro rata share of the amounts on deposit in the Class B Interest Funding
Account.
(d) On each Special Payment Date and on the Class B Expected
Final Payment Date, the Paying Agent shall distribute to each Class B
Certificateholder of record on the related Record Date (other than as provided
in Section 12.02 of the Agreement) such Investor Certificateholder's pro rata
share of the amounts on deposit in the Collection Account that are payable to
Class B Certificateholders pursuant to Section 4.07(b)(ii).
(e) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series 1999-2
Certificateholders hereunder shall be made by check mailed to each Series 1999-2
Certificateholder at such Certificateholder's address appearing in the
Certificate Register without presentation or surrender of any Series 1999-2
Certificate or the making of any notation thereon; provided, however, that with
respect to Series 1999-2 Certificates registered in the name of a Clearing
Agency, such distributions shall be made to such Clearing Agency in immediately
available funds.
Section 5.02. Reports and Statements to Series 1999-2
Certificateholders. (a) On each Distribution Date, the Paying Agent, on behalf
of the Trustee, shall forward to each Series 1999-2 Certificateholder a
statement substantially in the form of Exhibit C prepared by the Servicer. If
and so long as the Series 1999-2 Certificates are listed on the Luxembourg Stock
Exchange and the rules of such exchange shall so require, within two Business
Days following each Payment Date, the Servicer shall publish or cause to be
published in an Authorized Newspaper of general circulation in Luxembourg a
notice to the effect that the information set forth in the statement forwarded
by the Paying Agent to Series 1999-2 Certificateholders with respect to such
Payment Date will be available for review at the Luxembourg Stock Exchange and
at the main office of the listing agent in Luxembourg, Banque Internationale a
Luxembourg S.A.
49
(b) Not later than the fourth Business Day preceding each
Distribution Date, the Servicer shall deliver to the Trustee, the Paying Agent,
each Rating Agency and the L/C Issuer (i) a statement substantially in the form
of Exhibit C prepared by the Servicer and (ii) a certificate of a Servicing
Officer substantially in the form of Exhibit D.
(c) A copy of each statement or certificate provided pursuant
to paragraph (a) or (b) may be obtained by any Series 1999-2 Certificateholder
or Certificate Owner by a request in writing to the Servicer.
(d) On or before January 31 of each calendar year, beginning
with calendar year 2000, the Paying Agent, on behalf of the Trustee, shall
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 1999-2 Certificateholder, a statement
prepared by the Servicer containing the information which is required to be
contained in the statement to Series 1999-2 Certificateholders, as set forth in
paragraph (a) above, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 1999-2 Certificateholder, together
with other information as is required to be provided by an issuer of
indebtedness under the Internal Revenue Code and such other customary
information as is necessary to enable the Series 1999-2 Certificateholders to
prepare their tax returns. Such obligation of the Servicer shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Paying Agent pursuant to any requirements of the
Internal Revenue Code as from time to time in effect.
ARTICLE VI
Amortization Events
Section 6.01. Additional Amortization Events. The occurrence
of any of the following events shall, immediately upon the occurrence thereof
without notice or other action on the part of the Trustee or the Series 1999-2
Certificateholders, be deemed to be an Amortization Event solely with respect to
Series 1999-2:
(a) on any Determination Date, the Class B Invested Amount on
the related Distribution Date will be reduced to less than 1% of the
Initial Invested Amount;
(b) on the last day of any Due Period during the Accumulation
Period the product of (i) the total amount of Principal Receivables as
of such last day, (ii) the Series 1999-2 Allocation Percentage
(expressed as a decimal) for such Due Period and (iii) the excess
(expressed as a decimal) of 100% over the Floating Allocation
Percentage for such Due Period, shall fail to equal at least 100% of
the Class A Principal Funding Account Balance on such day;
50
(c) the Portfolio Yield for any Due Period during the
Accumulation Period shall be less than the weighted average of the
Certificate Rates for all outstanding Series included in Group One as
of the last day of such Due Period;
(d) the Class A Invested Amount shall not be paid in full on
the Class A Expected Final Payment Date or the Class B Invested Amount
shall not be paid in full on the Class B Expected Final Payment Date;
(e) the amount of Surplus Finance Charge Collections averaged
over any three consecutive Due Periods shall be less than the Required
Surplus Finance Charge Amount for the last of such three consecutive
Due Periods; or
(f) the failure of the L/C Issuer to make any payment under
the L/C within five calendar days of the date on which such payment was
due under the L/C;
The Amortization Events contained in this Section are in addition to the
Amortization Events set forth in Section 9.01 of the Agreement.
ARTICLE VII
Optional Repurchase; Additional Issuances;
Accumulation Period
Section 7.01. Optional Repurchase. (a) On the Distribution
Date occurring on or after the date on which the Invested Amount is reduced to
5% of the Initial Invested Amount or less, the Sellers shall have the option to
purchase the Series 1999-2 Certificateholders' Interest, at a purchase price
equal to the Reassignment Amount for such Distribution Date.
(b) The Sellers shall give the Servicer and the Trustee at
least 30 days prior written notice of the date on which the Sellers intend to
exercise such purchase option. Not later than 12:00 noon, New York City time, on
such Distribution Date the Sellers shall deposit the Reassignment Amount into
the Collection Account in immediately available funds. Such purchase option is
subject to payment in full of the Reassignment Amount. The Reassignment Amount
shall be distributed as set forth in Section 8.01(b).
51
(c) If the L/C Reimbursement Agreement so provides, in the
event the Sellers exercise such purchase option, notwithstanding anything to the
contrary contained in the Agreement or in this Series Supplement, the Series
1999-2 Certificates shall be deemed to remain outstanding as if such purchase
option were not exercised and the terms of the Agreement and this Series
Supplement (other than Section 4.11(e) through (l) of this Series Supplement and
Section 12.02(c) of the Agreement) shall otherwise remain in effect until the
earliest of (i) one year and one day following the Termination Date, (ii) the
date on which the Trust terminates and (iii) the date on which the Class A
Invested Amount, the Class B Invested Amount and the L/C Invested Amount, if
any, would have been paid in full had such purchase option not been exercised;
provided that distributions which would otherwise have been made to the Series
1999-2 Certificateholders shall be made to the Sellers.
Section 7.02. Additional Issuances of Series 1999-2
Certificates. (a) Subject to Sections 7.02(b) and (c) of this Series Supplement,
the Banks may at any time, or from time to time, during the Revolving Period
direct the Trustee, on behalf of the Trust, to authenticate additional Class A
Certificates (the "Additional Class A Certificates") and additional Class B
Certificates (the "Additional Class B Certificates") on the first day of any Due
Period (each such day, an "Additional Issuance Date"). Any such issuance of
Additional Investor Certificates is referred to herein as an "Additional
Issuance". The outstanding Investor Certificates of each class and the
Additional Investor Certificates of that class shall be equally and ratably
entitled as provided herein to the benefits of the Agreement and this Series
Supplement without preference, priority or distinction, all in accordance with
the terms and provisions of the Agreement and this Series Supplement.
(b) The obligation of the Trustee to authenticate Additional
Investor Certificates is subject to the satisfaction of the following
conditions:
(i) on or before the fifth Business Day immediately preceding
the Additional Issuance Date, the Sellers shall have given the Trustee,
the Servicer, each Rating Agency and the L/C Issuer written notice of
such Additional Issuance and the Additional Issuance Date;
(ii) the Sellers shall have delivered to the Trustee an
amended Series Supplement, in form satisfactory to the Trustee,
executed by each party hereto other than the Trustee;
(iii) after giving effect to the Additional Issuance, the
total amount of Principal Receivables shall be equal to, or greater
than, the Required Minimum Principal Balance;
(iv) the Sellers, the Trustee and the L/C Issuer shall have
entered into an amendment to the L/C Reimbursement Agreement;
(v) the Sellers shall have delivered to the Trustee, each
Rating Agency and the L/C Issuer a Tax Opinion dated the Additional
Issuance Date, with respect to such Additional Issuance;
52
(vi) the Sellers shall have delivered to each Rating Agency
(A) Opinion(s) of Counsel with respect to the enforceability of such
amended L/C Reimbursement Agreement or the additional enhancement
agreement referred to in clause (xiii) below, as the case may be, (B)
an Opinion of Counsel to the effect that such Additional Issuance will
not violate applicable Federal securities laws and (C) such other
documents as the Rating Agencies may request;
(vii) the Rating Agency Condition shall have been satisfied
with respect to such Additional Issuance;
(viii) such Additional Issuance shall not have an Adverse
Effect and is not reasonably expected to have an Adverse Effect at any
time in the future;
(ix) as of the Additional Issuance Date all amounts due and
owing to the Series 1999-2 Certificateholders on or prior to such date
shall have been paid to such Certificateholders and there shall not be
any unreimbursed Investor Charge-Offs;
(x) the excess of the principal amount of the Additional
Investor Certificates over the issue price of the Additional Investor
Certificates shall not exceed the maximum amount permitted under the
Internal Revenue Code without the creation of original issue discount
(assuming that there is no original issue discount on the Additional
Investor Certificates for any other reason);
(xi) the Banks' Interest shall not be less than 2% of the
total amount of Principal Receivables, in each case as of the
Additional Issuance Date, after giving effect to such Additional
Issuance;
(xii) the ratio of the Controlled Amortization Amount (after
giving effect to such Additional Issuance) to the Invested Amount
(after giving effect to such Additional Issuance) shall be equal to the
ratio of the Controlled Amortization Amount (before giving effect to
such Additional Issuance) to the Invested Amount (before giving effect
to such Additional Issuance);
(xiii) the Sellers shall cause additional credit enhancement
to be provided by the L/C Issuer or any additional Series Enhancer for
the exclusive benefit of the Investor Certificateholders; provided that
the ratio of the Available Enhancement Amount (after giving effect to
such increase) to the Invested Amount (after giving effect to such
Additional Issuance) shall be greater than or equal to the ratio of the
Available Enhancement Amount (before giving effect to such increase) to
the Invested Amount (before giving effect to such Additional Issuance);
53
(xiv) the ratio of the sum of the increase in the Class A
Investment Fees (as a result of such Additional Issuance) to the
increase in the Invested Amount (as a result of such Additional
Issuance) shall be less than or equal to 150% of the ratio of the sum
of the Class A Investment Fees (as of the Closing Date) to the Invested
Amount (as of the Closing Date); and
(xv) the Sellers shall have delivered to the Trustee an
Officer's Certificate, dated the Additional Issuance Date, confirming
that the conditions referred to above have been satisfied.
Upon satisfaction of the above conditions, the Trustee shall authenticate the
Additional Investor Certificates upon execution thereof by the Sellers.
(c) Notwithstanding any provision of the Agreement or this
Series Supplement, this Series Supplement may be amended by the Servicer, the
Sellers and the Trustee, without the consent of any of the Certificateholders,
to provide for an Additional Issuance and to provide additional Series
Enhancement for the benefit of the Investor Certificateholders in lieu of (or in
addition to) the L/C and the L/C Funding Account in connection with the
Additional Issuance, provided that the conditions set forth in Section 7.02(b)
have been satisfied.
Section 7.03. Accumulation Period Postponement. The
Accumulation Period is scheduled to commence at the close of business on the
fourth-to-last Business Day of February 2008; provided, however, that if the
Accumulation Period Length (determined as described below) is less than twelve
months, upon notice to the Trustee, the Sellers, the Rating Agency and the L/C
Issuer, the Servicer, at its option, may elect to postpone the date on which the
Accumulation Period actually commences to the fourth-to-last Business Day of any
month that precedes the month that is the number of months prior to the Class A
Expected Final Payment Date, equal to the Accumulation Period Length such that
the number of Monthly Periods in the Accumulation Period will equal or exceed
the Accumulation Period Length. On the Determination Date immediately preceding
the February 2008 Distribution Date, the Servicer will determine the
"Accumulation Period Length" which will equal the number of months such that the
sum of the Accumulation Period Amounts for each Monthly Period, beginning with
(and assigning the largest Accumulation Period Amount to) the Monthly Period
that ends on the day preceding the Class A Expected Final Payment Date, when
aggregated with the Accumulation Period Amounts for each preceding Monthly
Period will equal or exceed the Initial Invested Amount. If the Servicer elects
54
to postpone the commencement of the Accumulation Period pursuant to this Section
7.03, then on each Determination Date thereafter until the date the Accumulation
Period commences, the Servicer will recalculate the Accumulation Period Length;
provided, however, that (i) the length of the Accumulation Period shall not be
shorter than the period determined as of the first date of determination unless
an additional Series, other than an Excluded Series, shall have been issued
since such date and such Series is in its revolving period; (ii) the length of
the Accumulation Period will not be less than one month; and (iii) no election
to postpone, or further postpone, the commencement of the Accumulation Period
shall be made after an economic amortization event (as defined in the related
Supplement) shall have occurred and is continuing with respect to any other
Series. If the Accumulation Period Length as recalculated on any such
Determination Date exceeds the number of Monthly Periods then scheduled to be
included in the Accumulation Period, the commencement date of the Accumulation
Period will be changed to the later of (x) such Determination Date and (y) the
fourth-to-last Business Day of a month such that the number of Monthly Periods
in the Accumulation Period will equal the recalculated Accumulation Period
Length. Any notice by the Servicer electing to postpone (or further postpone)
the commencement of the Accumulation Period pursuant to this Section 7.03 shall
specify (i) the Accumulation Period Length, (ii) the commencement date of the
Accumulation Period and (iii) the Controlled Amortization Amount with respect to
each Monthly Period.
ARTICLE VIII
Final Distributions
Section 8.01. Sale of Certificateholders' Interest Pursuant to
Section 2.06 or 10.01 of the Agreement. (a) Purchase Price. (i) The amount to be
paid by the Sellers with respect to Series 1999-2 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.
(ii) The amount to be paid by the Sellers with respect to
Series 1999-2 in connection with a repurchase of the Certificateholders'
Interest pursuant to Section 10.01 of the Agreement shall equal the sum of (x)
the Reassignment Amount for the Distribution Date of such repurchase and (y) the
sum of (A) the excess, if any, of (I) a price equivalent to the average of bids
quoted on the Record Date preceding the date of repurchase or, if not a Business
Day, on the next succeeding Business Day by at least two recognized dealers
selected by the Trustee (which may be selected from the list attached as
Schedule 1), for the purchase by such dealers of a security which is similar to
55
the Class A Certificates with a remaining maturity approximately equal to the
remaining maturity of the Class A Certificates and rated by each Rating Agency
in the rating category originally assigned to the Class A Certificates over (II)
the portion of the Reassignment Amount attributable to the Class A Certificates
and (B) the excess, if any, of (I) a price equivalent to the average of bids
quoted on such Record Date or, if not a Business Day, on the next succeeding
Business Day by at least two recognized dealers selected by the Trustee (which
may be selected from the list attached as Schedule 1), for the purchase by such
dealers of a security which is similar to the Class B Certificates with a
remaining maturity approximately equal to the remaining maturity of the Class B
Certificates and rated by each Rating Agency in the rating category originally
assigned to the Class B Certificates over (II) the portion of the Reassignment
Amount attributable to the Class B Certificates.
(b) Distributions Pursuant to Section 7.01 of this Series
Supplement and Sections 2.06, 10.01 or 12.02(c) of the Agreement. With respect
to the Reassignment Amount deposited into the Collection Account pursuant to
Section 7.01 or 8.01 or any Termination Proceeds from the sale of Receivables
(or interests therein) allocable to the Series 1999-2 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 the following amounts
(in the priority set forth below and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such date) in immediately
available funds: (i)(x) the Class A Invested Amount on such date will be
deposited into the Class A Principal Funding Account and (y) the amount of
accrued and unpaid interest on the unpaid balance of the Class A Certificates,
plus the amount of Class A Additional Interest, if any, for such Distribution
Date and any Class A Additional Interest previously due but not deposited into
the Class A Interest Funding Account on any prior Distribution Date, will be
deposited into the Class A Interest Funding Account, (ii)(x) the Class B
Invested Amount on such date will be retained in the Collection Account for
distribution to the Class B Certificateholders and (y) the amount of accrued and
unpaid interest on the unpaid balance of the Class B Certificates, plus the
amount of Class B Additional Interest, if any, for such Distribution Date and
any Class B Additional Interest previously due but not deposited into the Class
B Interest Funding Account on a prior Distribution Date, will be deposited into
the Class B Interest Funding Account, and (iii) the L/C Invested Amount, if any,
56
on such date will be distributed, to the L/C Issuer for application in
accordance with the L/C Reimbursement Agreement. Notwithstanding anything to the
contrary contained in this Series Supplement or the Agreement, the amount of any
excess determined pursuant to paragraph (a)(ii)(y)(A) shall be distributed to
the Class A Certificateholders and the amount of any excess determined pursuant
to paragraph (a)(ii)(y)(B) shall be distributed to the Class B
Certificateholders. The remainder of any Termination Proceeds shall be
distributed, to the L/C Issuer for application in accordance with the L/C
Reimbursement Agreement.
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the Class A
Principal Funding Account and the Interest Funding Accounts and the amount
retained in the Collection Account for distribution to the Class B
Certificateholders pursuant to Section 7.01 or 8.01 and all other amounts on
deposit therein for distribution to the Series 1999-2 Certificateholders shall
be distributed in full to the Series 1999-2 Certificateholders on such date and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.
Section 8.02. 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 the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
shall (in the following priority and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such Distribution Date) (i)
deduct an amount equal to the Class A Invested Amount on such Distribution Date
from the portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and deposit such amount in the Class A Principal Funding Account,
provided that the amount of such deposit 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, (ii) deduct an amount equal to the Class B Invested Amount on such
Distribution Date from the portion of the Insolvency Proceeds allocated to
Allocable Principal Collections and retain such amount in the Collection Account
for distribution to the Class B Certificateholders, provided that such amount
shall not exceed (x) the product of the portion of the Insolvency Proceeds
allocated to Allocable Principal Collections and the Principal Allocation
Percentage with respect to such Due Period, minus (y) the amount deposited into
the Class A Principal Funding Account pursuant to clause (a)(i) of this
57
sentence, and (iii) deduct an amount equal to the L/C Invested Amount, if any,
on such Distribution Date from the portion of the Insolvency Proceeds allocated
to Allocable Principal Collections and distribute such amount to the L/C Issuer
for application in accordance with the L/C Reimbursement Agreement, provided
that the amount of such distribution shall not exceed (x) the product of the
portion of the Insolvency Proceeds allocated to Allocable Principal Collections
and the Principal Allocation Percentage with respect to such Due Period minus
(y) the amount deposited in the Class A Principal Funding Account pursuant to
clause (a)(i) of this sentence and the amount retained in the Collection Account
pursuant to clause (a)(ii) of this sentence. 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
on such Distribution Date) (i) deduct an amount equal to the sum of (w) Class A
Monthly Interest for such Distribution Date, (x) any Class A Monthly Interest
previously due but not deposited into Class A Interest Funding Account on a
prior Distribution Date, (y) the amount of Class A Additional Interest, if any,
for such Distribution Date and any Class A Additional Interest previously due
but not deposited into the Class A Interest Funding Account on a prior
Distribution Date, and (z) the amount of the Class A Funding Account Shortfall
for such Distribution Date and any Class A Funding Account Shortfall previously
due but not deposited into the Class A Interest Funding Account on a prior
Distribution Date, from the portion of the Insolvency Proceeds allocated to
Allocable Finance Charge Collections and deposit such amount in the Class A
Interest Funding Account, provided that the amount of such deposit shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Allocable Finance Charge Collections, (y) the Floating Allocation Percentage
with respect to such Due Period and (z) a fraction, the numerator of which is
the Class A Invested Amount with respect to such Distribution Date and the
denominator of which is the Invested Amount with respect to such Distribution
Date and (ii) deduct an amount equal to the sum of (w) Class B Monthly Interest
for such Distribution Date, (x) any Class B Monthly Interest previously due but
not deposited into the Class B Interest Funding Account on a prior Distribution
Date, (y) the Cumulative Excess Interest Amount with respect to such
Distribution Date, and (z) the amount of Class B Additional Interest, if any,
for such Distribution Date and any Class B Additional Interest previously due
but not deposited into the Class B Interest Funding Account on a prior
Distribution Date, from the portion of the Insolvency Proceeds allocated to
Allocable Finance Charge Collections and deposit such amount into the Class B
Interest Funding Account, provided that the amount of such deposit shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Allocable Finance Charge Collections, (y) the Floating Allocation Percentage
with respect to such Due Period and (z) a fraction, the numerator of which is
the Class B Invested Amount with respect to such Distribution Date and the
denominator of which is the Invested Amount with respect to such Distribution
Date. The remainder of the Insolvency Proceeds allocated to Allocable Finance
Charge Collections shall be distributed, to the L/C Issuer for application in
accordance with the provisions of the L/C Reimbursement Agreement.
58
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the Class A
Principal Funding Account and the Interest Funding Accounts and the amount
retained in the Collection Account for distribution to the Class B
Certificateholders pursuant to this Section and all other amounts on deposit
therein for distribution to the Series 1999-2 Certificateholders shall be
distributed in full to the Series 1999-2 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 1999-2 Certificates shall not be deemed to have disapproved a
liquidation of the Receivables following an Insolvency Event with respect to any
of the Sellers unless (i) holders of more than 50% of the aggregate unpaid
principal amount of each of the Class A Certificates and the Class B
Certificates and (ii) the L/C Issuer shall have disapproved of such liquidation.
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 the occurrence of an Amortization Event described in Section
6.01(e), 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 the weighted average of the Certificate Rates of each
outstanding Series as of such last day and 6%.
ARTICLE X
Miscellaneous Provisions
Section 10.01. 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 10.02. 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.
59
Section 10.03. Governing Law. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
Section 10.04. 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 (a) the Investor Certificateholders
and (b) the L/C Issuer.
60
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/ Xxxxxx X. Xxxxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
CITIBANK (NEVADA), NATIONAL
ASSOCIATION, Seller,
by /s/ Xxxxxx X. Xxxxx
--------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
BANKERS TRUST COMPANY, Trustee,
by /s/ Xxxxxxx X. Xxxx
--------------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Treasurer
EXHIBIT A-1
REGISTERED $____________*
No. R- CUSIP NO. 17303C BM2
Unless this Class A Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1999-2
5.875% CLASS A CREDIT CARD PARTICIPATION CERTIFICATE
Class A Expected Final Payment Date:
The March 2009 Distribution Date
Each $1,000 minimum denomination 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)
--------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
This certifies that Cede & Co. (the "Class A 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 1999-2 Supplement dated as of February 25, 1999 (as amended and
supplemented, the "Series Supplement"), among Citibank (South Dakota), N.A., a
national banking association, as Seller and Servicer, Citibank (Nevada),
National Association, a national banking association, as Seller, and Bankers
Trust Company, a New York banking corporation, as trustee (the "Trustee"). The
corpus of the Trust consists of (i) a portfolio of all receivables (the
"Receivables") existing in the revolving credit card accounts identified under
the Agreement from time to time (the "Accounts"), (ii) all Receivables generated
under the Accounts from time to time thereafter, (iii) funds collected or to be
collected from cardholders in respect of the Receivables, (iv) all funds which
are from time to time on deposit in the Collection Account and in the Series
Accounts, (v) the benefits of the L/C and the L/C Funding Account (if any) and
(vi) all other assets and interests constituting the Trust. The Holder of this
Certificate is entitled to the benefit of the L/C and funds on deposit in the
L/C Funding Account (if any) to the extent provided in the Series Supplement.
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 Class A Certificate does not
purport to summarize the Agreement and the Series Supplement and reference is
made to the Agreement and the Series Supplement for information with respect to
the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of the
Agreement and the Series Supplement (without schedules) may be requested from
the Trustee by writing to the Trustee at the Corporate Trust Office. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Agreement or the Series Supplement, as applicable.
This Class A 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 Class A Certificateholder by virtue of the acceptance hereof
assents and is bound.
It is the intent of the Sellers and the Investor
Certificateholders that, for Federal, state and local income and franchise tax
purposes only, the Investor Certificates will qualify as indebtedness of the
Sellers secured by the Receivables. The Class A Certificateholder, by the
acceptance of this Class A Certificate, agrees to treat this Class A Certificate
for Federal, state and local income and franchise tax purposes as indebtedness
of the Sellers.
2
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Class A Expected
Final Payment Date is the March 2009 Distribution Date, but principal with
respect to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. If for one
or more months during the Accumulation Period there are not sufficient funds to
pay the Controlled Amortization Amount, then to the extent that excess funds are
not available on subsequent Distribution Dates with respect to the Accumulation
Period to make up for such shortfalls, the final payment of principal of the
Class A Certificates will occur later than the Class A Expected Final Payment
Date. If the principal of the Class A Certificates and the Class B Certificates
is not paid in full on or prior to 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 Invested Amount as of such Termination Date, subject to certain
limitations, and shall immediately deposit the Termination Proceeds allocable to
the Series 1999-2 Certificateholders' Interest in the Collection Account. The
Termination Proceeds shall be allocated and distributed to the Class A
Certificateholders and the Class B 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
Class A Certificate shall not
3
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 Class A
Certificate to be duly executed.
CITIBANK (SOUTH DAKOTA), N.A.,
by: __________________________
Name:
Title:
CITIBANK (NEVADA),
NATIONAL ASSOCIATION,
by: _________________________
Name:
Title:
Dated:
4
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the within-mentioned
Agreement and Series Supplement.
BANKERS TRUST COMPANY, as Trustee,
by: _________________________
Name:
Title: Authorized Officer
or
CITIBANK, N.A.,
as Authenticating Agent
for the Trustee,
by: _________________________
Name:
Title: Authorized Officer
5
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1999-2
5.875% CLASS A 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 Class A
Certificate is one of a series of Certificates entitled Citibank Credit Card
Master Trust I, Series 1999-2 (the "Series 1999-2 Certificates"), and one of a
class thereof entitled 5.875% Class A Credit Card Participation Certificates,
Series 1999-2 (the "Class A 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 Class A Certificates at any time in the
Principal Receivables in the Trust shall not exceed an amount equal to the Class
A Invested Amount at such time. The Class A Initial Invested Amount is
$750,000,000. The Class A Invested Amount on any date will be an amount equal to
(a) the Class A Initial Invested Amount, minus (b) the aggregate amount of
principal payments made to Class A Certificateholders prior to such date, minus
(c) the Class A Principal Funding Account Balance as of such date and minus (d)
the excess, if any, of the aggregate amount of Class A Investor Charge-Offs over
Class A Investor Charge-Offs reimbursed pursuant to Section 4.08 of the Series
Supplement prior to such date. In addition to the Class A Certificates, a class
of the Series 1999-2 Certificates entitled 6.150% Class B Credit Card
Participation Certificates, Series 1999-2 (the "Class B Certificates") will be
issued. Also, 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.
6
On each Payment Date, the Paying Agent shall distribute to
each Class A Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Class A Certificateholder's pro rata
share of such amounts on deposit in the Class A Interest Funding Account or the
Class A Principal Funding Account as are payable to the Class A
Certificateholders pursuant to the Agreement and the Series Supplement.
Distributions with respect to this Class A Certificate will be made by the
Paying Agent by check mailed to the address of the Class A Certificateholder of
record appearing in the Certificate Register without the presentation or
surrender of this Class A Certificate or the making of any notation thereon
(except for the final distribution in respect of this Class A Certificate)
except that with respect to Class A Certificates registered in the name of Cede
& Co., the nominee for The Depository Trust Company, distributions will be made
in the form of immediately available funds. Final payment of this Class A
Certificate will be made only upon presentation and surrender of this Class A
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Class A Certificateholders in
accordance with the Agreement and the Series Supplement.
On the Distribution Date occurring on or after the date on
which the Invested Amount is reduced to 5% of the Initial Invested Amount or
less, the Sellers have the option to repurchase the Series 1999-2
Certificateholders' Interest in the Trust. The repurchase price (determined
after giving effect to any payment of principal and interest on such
Distribution Date) will be equal to the Reassignment Amount for such
Distribution Date.
This Class A Certificate does not represent an obligation of,
or an interest in, the Sellers, the Servicer or any affiliate of any of them and
is not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality. This Class A 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.
7
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 or the amount
available under any Series Enhancement 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.
The Class A Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The transfer of this
Class A Certificate shall be registered in the Certificate Register upon
surrender of this Class A 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 Class A Certificateholder or
such Class A Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, and thereupon one or more new Class A 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 Series Supplement, the Banks may, from time
to time, during the Revolving Period, subject to certain conditions set forth in
the Series Supplement, cause the Trustee to issue Additional Class A
Certificates. When issued, the Additional Class A Certificates will be identical
in all respects to the other outstanding Class A Certificates and will be
equally and ratably entitled to the benefits of the Agreement and the Series
Supplement without preference, priority or distinction.
As provided in the Agreement and subject to certain
limitations therein set forth, Class A Certificates are exchangeable for new
Class A Certificates evidencing like aggregate fractional undivided interests as
requested by the Class A Certificateholder surrendering such Class A
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.
8
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 Class A 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 CLASS A 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.
9
ASSIGNMENT
Social Security or other identifying number of assignee
-------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ______________ ........ _____________________*
Signature Guaranteed:
---------------------
-------------------------
(*) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
10
EXHIBIT A-2
REGISTERED $__________*
No. R- CUSIP NO. 17303C BN0
Unless this Class B Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1999-2
6.150% CLASS B CREDIT CARD PARTICIPATION CERTIFICATE
Class B Expected Final Payment Date:
The March 2009 Distribution Date
Each $1,000 minimum denomination 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)
--------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
This certifies that Cede & Co. (the "Class B 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 1999-2 Supplement dated as of February 25, 1999 (as amended and
supplemented, the "Series Supplement"), among Citibank (South Dakota), N.A., a
national banking association, as Seller and Servicer, Citibank (Nevada),
National Association, a national banking association, as Seller, and Bankers
Trust Company, a New York banking corporation, as trustee (the "Trustee"). The
corpus of the Trust consists of (i) a portfolio of all receivables (the
"Receivables") existing in the revolving credit card accounts identified under
the Agreement from time to time (the "Accounts"), (ii) all Receivables generated
under the Accounts from time to time thereafter, (iii) funds collected or to be
collected from cardholders in respect of the Receivables, (iv) all funds which
are from time to time on deposit in the Collection Account and in the Series
Accounts, (v) the benefits of the L/C and the L/C Funding Account (if any) and
(vi) all other assets and interests constituting the Trust. The Holder of this
Certificate is entitled to the benefit of the L/C and the funds on deposit in
the L/C Funding Account, if any, to the extent provided in the Series
Supplement. 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 Class B Certificate does not
purport to summarize the Agreement and the Series Supplement and reference is
made to the Agreement and the Series Supplement for information with respect to
the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of the
Agreement and the Series Supplement (without schedules) may be requested from
the Trustee by writing to the Trustee at the Corporate Trust Office. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Agreement or the Series Supplement, as applicable.
This Class B 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 Class B Certificateholder by virtue of the acceptance hereof
assents and is bound.
It is the intent of the Sellers and the Investor
Certificateholders that, for Federal, state and local income and franchise tax
purposes only, the Investor Certificates will qualify as indebtedness of the
Sellers secured by the Receivables. The Class B Certificateholder, by the
acceptance of this Class B Certificate, agrees to treat this Class B Certificate
for Federal, state and local income and franchise tax purposes as indebtedness
of the Sellers.
2
In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less than
the unpaid principal balance of the Class B Certificates, except that principal
payments may be made in excess of the Class B Invested Amount to the extent
amounts are available for that purpose under the L/C and in the L/C Funding
Account. The Class B Expected Final Payment Date is the March 2009 Distribution
Date, but principal with respect to the Class B Certificates may be paid earlier
or later under certain circumstances described in the Agreement and the Series
Supplement. Principal payments with respect to the Class B Certificates will not
commence until the Class A Invested Amount is paid in full. In addition, the
final payment of principal of the Class B Certificates will occur later than the
Class B Expected Final Payment Date if Collections of Receivables allocable to
pay principal of the Class B Certificates are insufficient to pay the Class B
Invested Amount on or prior to such Distribution Date. If the principal of the
Class A Certificates and the Class B Certificates is not paid in full on or
prior to 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 Invested
Amount as of such Termination Date, subject to certain limitations, and shall
immediately deposit the Termination Proceeds allocable to the Series 1999-2
Certificateholders' Interest in the Collection Account. The Termination Proceeds
shall be allocated and distributed to the Class A Certificateholders and the
Class B 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
Class B Certificate shall not
3
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 Class B
Certificate to be duly executed.
CITIBANK (SOUTH DAKOTA), N.A.,
by: __________________________
Name:
Title:
CITIBANK (NEVADA),
NATIONAL ASSOCIATION,
by: _________________________
Name:
Title:
Dated:
4
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates described in the within-mentioned
Agreement and Series Supplement.
BANKERS TRUST COMPANY, as Trustee,
by: _________________________
Name:
Title: Authorized Officer
or
CITIBANK, N.A.,
as Authenticating Agent
for the Trustee,
by: _________________________
Name:
Title: Authorized Officer
5
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1999-2
6.150% CLASS B 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 generally
arise from Periodic Rate Finance Charges, Cash Advance Fees, Late Payment Fees
and annual membership fees with respect to the Accounts. This Class B
Certificate is one of a series of Certificates entitled Citibank Credit Card
Master Trust I, Series 1999-2 (the "Series 1999-2 Certificates"), and one of a
class thereof entitled 6.150% Class B Credit Card Participation Certificates,
Series 1999-2 (the "Class B 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 Class B Certificates at any time in the
Principal Receivables in the Trust shall not exceed an amount equal to the Class
B Invested Amount at such time. The Class B Initial Invested Amount is
$48,000,000. The Class B Invested Amount on any date will be an amount equal to
(a) the Class B Initial Invested Amount, minus (b) the aggregate amount of
principal payments made to Class B Certificateholders prior to such date (other
than any principal payments made to Class B Certificateholders from the proceeds
of a Reimbursement Draw Amount pursuant to Section 4.11(h) of the Series
Supplement), minus (c) the aggregate amount of Class B Investor Charge-Offs for
all prior Distribution Dates pursuant to Section 4.08(b) of the Series
Supplement, minus (d) the aggregate amount of Subordinated Principal Collections
allocated on all prior Distribution Dates pursuant to Section 4.10(a) of the
Series Supplement (excluding any Subordinated Principal Collections that have
resulted in a reduction in the L/C Invested Amount pursuant to Section 4.08(c)
of the Series Supplement), minus (e) an amount equal to the amount by which the
Class B Invested Amount has been reduced on all prior Distribution Dates
pursuant to Section 4.08(a) of the Series Supplement, and plus (f) the sum of
(i) the aggregate amount of any Allocable Miscellaneous Payments allocated and
available on all prior Distribution Dates pursuant to Section 4.08(b)(i) of the
Series Supplement and (ii) the amount of Excess Finance Charge Collections
allocated and available on all prior Distribution Dates pursuant to Section
4.09(f) of the Series Supplement for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e). In addition to the Class B
Certificates, a class of the Series 1999-2 Certificates entitled 5.875% Class A
Credit Card Participation Certificates, Series 1999-2 (the "Class A
Certificates") will be issued. Also, a Sellers' Certificate has been issued to
the Sellers pursuant to the Agreement which represents the Sellers' Interest.
6
Subject to the terms and conditions of the Agreement, the
Sellers may from time to time direct the Trustee, on behalf of the Trust, to
issue one or more new Series of Investor Certificates, which will represent
fractional undivided interests in certain of the Trust Assets.
On each Payment Date, the Paying Agent shall distribute to
each Class B Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Class B Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Class B Interest
Funding Account or the Collection Account) as are payable to the Class B
Certificateholders pursuant to the Agreement and the Series Supplement.
Distributions with respect to this Class B Certificate will be made by the
Paying Agent by check mailed to the address of the Class B Certificateholder of
record appearing in the Certificate Register without the presentation or
surrender of this Class B Certificate or the making of any notation thereon
(except for the final distribution in respect of this Class B Certificate)
except that with respect to Class B Certificates registered in the name of Cede
& Co., the nominee for the Depository Trust Company, distributions will be made
in the form of immediately available funds. Final payment of this Class B
Certificate will be made only upon presentation and surrender of this Class B
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Class B Certificateholders in
accordance with the Agreement and the Series Supplement.
On the Distribution Date occurring on or after the date on
which the Invested Amount is reduced to 5% of the Initial Invested Amount or
less, the Sellers have the option to repurchase the Series 1999-2
Certificateholders' Interest in the Trust. The repurchase price (determined
after giving effect to any payment of principal and interest on such
Distribution Date) will be equal to the Reassignment Amount for such
Distribution Date.
7
This Class B Certificate does not represent an obligation of,
or an interest in, the Sellers, the Servicer or any affiliate of any of them and
is not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality. This Class B 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 or the amount
available under any Series Enhancement 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.
The Class B Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The transfer of this
Class B Certificate shall be registered in the Certificate Register upon
surrender of this Class B 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 Class B Certificateholder or
such Class B Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
8
As provided in the Series Supplement, the Banks may, from time
to time, during the Revolving Period, subject to certain conditions set forth in
the Series Supplement, cause the Trustee to issue Additional Class B
Certificates. When issued, the Additional Class B Certificates will be identical
in all respects to the other outstanding Class B Certificates and will be
equally and ratably entitled to the benefits of the Agreement and the Series
Supplement without preference, priority or distinction.
As provided in the Agreement and subject to certain
limitations therein set forth, Class B Certificates are exchangeable for new
Class B Certificates evidencing like aggregate fractional undivided interests as
requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar and any agent of any of them, may treat the person in whose
name this Class B 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 CLASS B 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.
9
ASSIGNMENT
Social Security or other identifying number of assignee
-------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
-------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ______________ _______________________*
Signature Guaranteed:
-----------------------
-------------------------
(*) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
10
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE AND
THE L/C ISSUER*
----------------------------------------
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1999-2
The undersigned, a duly authorized representative of Citibank
(South Dakota), N.A. ("Citibank (South Dakota)"), as Servicer pursuant to the
Pooling and Servicing Agreement dated as of May 29, 1991 (as amended and
supplemented, the "Pooling and Servicing Agreement"), among Citibank (South
Dakota), Citibank (Nevada), National Association ("Citibank (Nevada)") and
Bankers Trust Company, as trustee (the "Trustee"), does hereby certify as
follows:
1. Capitalized terms used in this Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement or
the Series 1999-2 Supplement dated as of February 25, 1999, among
Citibank (South Dakota), Citibank (Nevada) and the Trustee (as amended
and supplemented, the "Series Supplement"), as applicable. This
Certificate is delivered pursuant to Section 4.11(k) of the Series
Supplement.
2. Citibank (South Dakota) is the Servicer.
3. The undersigned is a Servicing Officer.
NOTIFICATION TO DRAW
UNDER THE L/C AND/OR MAKE WITHDRAWALS
FROM THE L/C FUNDING ACCOUNT
--------
* To be delivered not later than the Determination date.
Pursuant to Sections 4.11(e) through (k) of the Series
Supplement, the Servicer does hereby instruct the Trustee (i) to draw under the
L/C or make a withdrawal from the L/C Funding Account on [ ], 199[ ]/200[ ],
which date is a Transfer Date, in an aggregate amount as set forth below in
respect of the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Section 4.11(k) of the Series Supplement:
1. Pursuant to Section 4.11(e):
Required Draw Amount in respect of the
preceding Due Period ...........................................$______
2. Pursuant to Section 4.11(f):
Interest Draw Amount in respect of the
preceding Due Period ...........................................$______
3. Pursuant to Section 4.11(g):
Default Draw Amount in respect of the
preceding Due Period ...........................................$______
4. Pursuant to Section 4.11(h):
Reimbursement Draw Amount in respect of the
preceding Due Period ...........................................$______
5. Pursuant to Section 4.11(i):
Special Draw Amount in respect of the
preceding Due Period ...........................................$______
6. Pursuant to Section 4.11(j):
Class A Principal Draw Amount in respect of
the preceding Due Period .......................................$______
Class B Principal Draw Amount in respect of
the preceding Due Period .......................................$______
7. Pursuant to Section 4.11(k):
Total Draw Amount in respect of the
preceding Due Period ...........................................$______
Total $______
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this ___ day of --------------, ----.
2
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer,
by
-------------------------
Name:
Title:
3
EXHIBIT C
FORM OF MONTHLY STATEMENT
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
-----------------------------------------------------------
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1999-2
-----------------------------------------------------------
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 1999-2 Supplement
(as amended and supplemented, the "Series Supplement"), among Citibank (South
Dakota), Seller and Servicer, Citibank (Nevada), National Association, Seller,
and Bankers Trust Company, as Trustee, does hereby certify the information set
forth below. Capitalized terms used in this Certificate have their respective
meanings as set forth in the Agreement or Series Supplement, as applicable.
This Certificate relates to the Due Period ending on
and the related Distribution Date.
A. Information Regarding the Portfolio
1. Portfolio Yield ......................................................_____%
Yield component [Finance Charge Receivables collected during the Due
Period / Principal Receivables in the Trust on the last
day of the prior Due Period] ...................................._____%
Credit loss component [net charged-off Principal Receivables during the
Due Period / Principal Receivables in the Trust on the last
day of the prior Due Period] ...................................._____%
2. New purchase rate [aggregate purchases of merchandise and services
during the Due Period / Receivables in the Trust on the last day
of the prior Due Period] ........................................_____%
3. Total payment rate [aggregate Collections during the Due Period /
Receivables in the Trust on the last day of
the prior Due Period] ..........................................._____%
4. Principal payment rate [aggregate collections with respect to Principal
Receivables during the Due Period / Principal Receivables in the Trust
on the last day of the prior Due Period] ........................_____%
5. Aggregate amount of Principal Receivables in the Trust:
Beginning of Due Period .........................................$_____
Average .........................................................$_____
End of Due Period ...............................................$_____
6. Delinquencies (Aggregate outstanding balances in the Accounts that were
delinquent by the time periods listed below as of the close of business
of the month preceding the Distribution Date, as a percentage of
aggregate Receivables as of the last day of the Due Period):
Current ........................................................._____%
5-34 days delinquent ............................................_____%
35-64 days delinquent ..........................................._____%
65-94 days delinquent ..........................................._____%
95-124 days delinquent .........................................._____%
125-154 days delinquent ........................................._____%
155-184 days delinquent ........................................._____%
B. Information Regarding Group One (Percentage Basis)
1. Group One weighted average Certificate
Rate ............................................................_____%
2. Weighted average rate of Group One Investor
Monthly Fees ...................................................._____%
3. Group One Surplus Finance Charge Collections / the Invested Amount as
of the last day of the prior Due Period ........................._____%
4. Group One Required Surplus Finance Charge
Amount / the Invested Amount as of the last day
of the prior Due Period ........................................._____%
2
5. Group One Surplus Finance Charge Collections
minus Group One Required Surplus Finance Charge
Amount / the Invested Amount as of the last day
of the prior Due Period ........................................._____%
C. Information Regarding Group One (Dollar Basis)
1. Group One Total Investor Collections ............................$_____
Group One Investor
Principal Collections ...........................................$_____
Group One Investor Finance
Charge Collections ..............................................$_____
2. Group One Investor Default Amount ...............................$_____
3. Group One Investor Monthly Interest .............................$_____
4. Group One Investor Monthly Fees .................................$_____
5. Group One Surplus Finance Charge
Collections .....................................................$_____
6. Group One Required Surplus Finance Charge
Amount ..........................................................$_____
7. Group One Surplus Finance Charge Collections
minus Group One Required Surplus Finance Charge
Amount ..........................................................$_____
D. Information Regarding Series 1999-2
1.(a) Class A Invested Amount ...........................................$_____
(b) Class B Invested Amount ...........................................$_____
2.(a) Class A Monthly Interest ..........................................$_____
(b) Class B Monthly Interest ..........................................$_____
3.(a) Balance in the Class A Interest
Funding Account ...............................................$_____
(b) Balance in the Class B Interest
Funding Account ..............................................$_____
4.(a) Available Enhancement Amount ....................................$_____
(b) Available L/C Amount.............................................$
(c) Available L/C Funding Amount.....................................$
3
(d) % of Class B Invested Amount ...................................._____%
5.(a) Class A Investor Charge-offs ......................................$_____
(b) Class B Investor Charge-offs ......................................$_____
6. Required Amount ......................................................$_____
7. Draw under L/C or withdrawal from L/C Funding Account
pursuant to Section 4.11(k)...........................................$_____
8. Draw on L/C pursuant to Section 4.11(b)...............................$
9.(a) Class A Monthly Principal for the
Distribution Date*....................................$_____
(b) Class B Monthly Principal for the
Distribution Date* ...................................$_____
10. Balance in the Class A Principal
Funding Account*........................................$_____
E. Information regarding Additional Investor Certificates**
1. Additional Issuance Date................................ _____
2. Invested Amount of Additional Class A
Certificates............................................$_____
3. Invested Amount of Additional Class B
Certificates............................................$_____
F. Information Regarding the Accumulation Period***
1. Date on which the Accumulation Period will
commence................................................ _____
2. Controlled Amortization Amount for each
Monthly Period
(a) [ ],199[ ]/200[ ] Monthly Period...................$_____
--------
* Applicable during the Accumulation Period and any Early Amortization
Period.
** Applicable after issuance of Additional Investor Certificates.
*** Applicable only if the Revolving Period has been extended.
4
(b) [ ],199[ ]/200[ ] Monthly Period...................$_____
G. Information Regarding Distributions, Certificateholders and
Charge-offs*
1.(a) The total amount of the distribution
to Class A Certificateholders on the
Payment Date .........................................$
(b) The total amount of the distribution
to Class B Certificateholders on the
Payment Date .........................................$
2.(a) The amount of the distribution set forth
in item 1(a) above in respect of
principal on the Class A Certificates ................$
(b) The amount of the distribution set forth
in item 1(b) above in respect of
principal on the Class B Certificates ................$
3.(a) The amount of the distribution set forth
in item 1(a) above in respect of
interest on the Class A Certificates .................$
(b) The amount of the distribution set forth
in item 1(b) above in respect of
interest on the Class B Certificates .................$
4.(a) The amount, if any, by which the outstanding principal
balance of the Class A Certificates exceeds the Class A
Invested Amount as of the end of the Record Date with
respect to the
Payment Date .........................................$
(b) The amount, if any, by which the outstanding principal
balance of the Class B Certificates exceeds the Class B
Invested Amount as of the end of the Record Date with
respect to the
Payment Date .........................................$
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer,
by:
Name:
Title:
--------
* The following information, as applicable, is to be included only on
Payment Dates.
5
EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1999-2
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 1999-2 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, does hereby certify as follows:
1. Capitalized terms used in this Certificate have their
respective meanings as set forth in the Agreement or Series Supplement,
as applicable.
2. Citibank (South Dakota) is, as of the date hereof, the
Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring
on .
5. As of the date hereof, to the best knowledge of the
undersigned, the Servicer has performed in all material respects all
its obligations under the Agreement through the Due Period preceding
such Distribution Date [or, if there has been a default in the
performance of any such obligation, set forth in detail the (i) nature
of such default, (ii) the action taken by the Sellers and Servicer, if
any, to remedy such default and (iii) the current status of each such
default; if applicable, insert "None"].
6. As of the date hereof, to the best knowledge of the
undersigned, no Amortization Event has been deemed to have occurred on
or prior to such Distribution Date.
7. As of the date hereof, to the best knowledge of the
undersigned, no Lien has been placed on any of the Receivables other
than pursuant to the Agreement (or, if there is a Lien, such Lien
consists of_________).
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this day of , .
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer,
by:
Name:
Title:
2
EXHIBIT E
IRREVOCABLE LETTER OF CREDIT NO. [ ]
[date]
Bankers Trust Company
Four Albany Street
Mail Stop 5101
Xxx Xxxx, XX 00000
Dear Sirs:
We, State Street Bank and Trust Company (the "L/C Issuer"),
hereby establish in your favor our Irrevocable Letter of Credit No. [ ] whereby
we irrevocably authorize you, as trustee for Citibank Credit Card Master Trust
I, under the Pooling and Servicing Agreement dated as of May 29, 1991 (as
amended from time to time, the "Pooling Agreement"), as supplemented by the
Series Supplement relating to the Series 1999-2 Certificates dated as of the
date hereof (the "Series Supplement"), each among Citibank (South Dakota), N.A.,
a national banking association ("CSD"), Citibank (Nevada), National Association,
a national banking association ("CNV"), and you, as Trustee (the "Trustee") to
draw hereunder from time to time pursuant to Section 4.11 of the Series
Supplement, from and after the date hereof to and including 3:00 p.m., Boston
time, on March 10, 2011 (or such other time as this Letter of Credit shall
earlier terminate by its terms) (the "L/C Expiration Date"), a maximum aggregate
amount up to but not exceeding the lesser of (a) the Available L/C Amount on the
date of any drawing, and (b) $47,880,000.00 (the "Stated L/C Amount"), available
against the following documents presented by facsimile transmission at 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Officer in Charge,
Letter of Credit Department:
A. A drawing certificate in the form of Annex A attached
hereto, which certificate shall be on your letterhead, have all blanks
appropriately filled in and shall be signed by your authorized officer, with an
accompanying signature authentication signed by another of your authorized
officers; or
B. A drawing certificate of the Servicer appointed in
accordance with the Pooling Agreement or any Successor Servicer thereto (the
"Servicer"), as your drawing agent (in such capacity, the "Drawing Agent"), in
the form of Annex B attached hereto, which certificate shall have all blanks
appropriately filled in and shall be signed by one who states therein that such
person is a Servicing Officer of the Servicer, provided that the Servicer is
appointed Drawing Agent as evidenced by a "Notice of Appointment of Drawing
Agent" in the form of Annex C attached hereto with its blanks appropriately
filled in and signed by a duly authorized officer of the Trustee and such Notice
of Appointment of Drawing Agent shall be delivered with such drawing certificate
or shall have been delivered previously and a certificate revoking such
appointment of the Drawing Agent shall not have been received prior to receipt
of such drawing certificate. The L/C Issuer acknowledges receipt from the
Trustee on the date hereof of a Notice of Appointment of Drawing Agent
appointing CSD, as Servicer under the Pooling Agreement, as its Drawing Agent.
Only one drawing may be made hereunder with respect to any
Distribution Date, whether such drawing is made by you or the Servicer acting on
your behalf. In the event that we receive duly executed drawing documents from
both you and the Servicer at the same time, we shall be obligated to honor only
the drawing by you, and if we receive drawing documents which comply with the
requirements hereof from both you and the Servicer at different times with
respect to the same Distribution Date, we shall be obligated to honor only one
such drawing; provided, that the foregoing shall not be deemed to preclude you
or the Servicer acting on your behalf from making a second drawing with respect
to any Distribution Date to correct any error in any prior drawing with respect
to such Distribution Date.
If demand for payment is made on a Business Day in strict
conformity with the terms and conditions hereof and is received by us prior to
11:00 a.m., Boston time, then payment shall be made to you prior to 12:00 noon,
Boston time, on the next succeeding Business Day. If any such demand for payment
is received by us at or after 11:00 a.m., Boston time, such demand shall be
deemed to have been received prior to 11:00 a.m. on the next Business Day.
Drawings made under and in compliance with the terms of this
Letter of Credit will be duly honored upon presentation of facsimile
documentation (Telecopy No. (000) 000-0000) (or such other number as the L/C
Issuer shall designate in writing from time to time). Any such facsimile
documentation shall be followed by original documentation by mail within two
Business Days. Payment under this Letter of Credit will be made by the L/C
Issuer from its own funds by wire transfer of immediately available funds in
United States dollars to the account specified in the related drawing
certificate. Upon payment pursuant to the terms hereof of the amount specified
in a drawing certificate presented hereunder, we shall be fully discharged of
our obligation under this Letter of Credit with respect to, and to the extent of
the amount of, such drawing certificate.
For purposes of this Letter of Credit:
"Available L/C Amount" shall mean, as of any date of
determination, the amount available to be drawn under the Letter of Credit from
time to time, which on any date of determination shall be equal to the Stated
L/C Amount minus (i) the amount of all drawings under the Letter of Credit made
prior to such date of determination (other than pursuant to Section 4.11(b) of
the Series Supplement), plus (ii) the amount of all payments made to the L/C
Issuer pursuant to Section 4.09(j) of the Series Supplement prior to such date
of determination.
2
provided that, with respect to the initial Distribution Date, the Available L/C
Amount shall be the Stated L/C Amount; provided, further, however, that (x)
after the Economic Special Payment Date and the draw on this Letter of Credit
pursuant to subsection 4.11(k) of the Series Supplement or (y) a draw on this
Letter of Credit pursuant to subsection 4.11(b) of the Series Supplement, the
Available L/C Amount shall equal zero.
"Business Day" shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions in New York, New York, Sioux
Falls, South Dakota, Las Vegas, Nevada or Boston, Massachusetts are authorized
or obligated by law or executive order to be closed.
"Distribution Date" shall mean, initially, April 12, 1999 and,
thereafter, the tenth day of each calendar month, or, if such tenth day
is not a Business Day, the next succeeding Business Day.
Any capitalized term used herein without definition shall have
the meaning set forth or referred to in the Pooling Agreement and the Series
Supplement.
This Letter of Credit is not transferable except to a
successor trustee under the Pooling Agreement. Such transfer shall be effective
upon receipt by us of the original transfer form effecting such transfer signed
by the transferor and by the transferee in the form of Annex D hereto (which
shall be conclusive evidence of such transfer), and, in such case, the
transferee instead of the transferor shall, without the necessity of further
action, be entitled to all the benefits of and rights under this Letter of
Credit in the transferor's place; provided, that in such case any drawing
certificate presented hereunder shall be a drawing certificate of the transferee
and shall be signed by one who states therein that she or he is a duly
authorized officer of the transferee or a duly authorized officer of the
Servicer acting on behalf of the transferee; provided, further, that this Letter
of Credit shall have been presented to us for an appropriate endorsement of
transfer.
To the extent not inconsistent with the express terms hereof,
this Letter of Credit shall be governed by, and construed in accordance with,
the terms of the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce, Publication No. 500, except for
Article 41 and the first sentence of Article 48(g) thereof, and to the extent
not governed thereby, shall be governed by and construed in accordance with the
laws of the State of New York, including without limitation, Article 5 of the
New York Uniform Commercial Code.
This Letter of Credit sets forth in full our undertaking, and
except as specifically set forth herein such undertaking shall not in any way be
modified, amended, amplified or limited by reference to any other document,
instrument or agreement whatsoever.
Our obligations under this Letter of Credit are primary,
absolute and unconditional (except as expressly provided herein), and neither
the failure of you or any successor trustee under the Pooling Agreement or the
Series Supplement, the Servicer or any Successor Servicer to perform any
covenant or obligation, nor the commencement of any bankruptcy, insolvency or
other proceedings by or against you or any successor trustee under the Pooling
Agreement or the Series Supplement or the Servicer or any Successor Servicer
shall in any way affect or limit our unconditional obligations under this Letter
of Credit.
3
We agree to honor and pay in immediately available funds the
amount of any drawing certificate if presented as required by and otherwise in
compliance with all of the terms of this Letter of Credit. Upon the earlier of
(i) the receipt by us of written notice, substantially in the form of Annex E
hereto, stating that the Series 1999-2 Certificateholders have been paid in full
or the Trust has been terminated pursuant to the Pooling Agreement or the Series
Supplement (which notice shall be conclusive evidence thereof), signed by you or
a successor trustee under the Pooling Agreement and Series Supplement, as
appropriate and (ii) the L/C Expiration Date, this Letter of Credit shall
automatically terminate.
Very truly yours,
STATE STREET BANK AND TRUST COMPANY
By:
Name:
Title:
By:
Name:
Title:
4
ANNEX A TO
STATE STREET BANK AND TRUST COMPANY
IRREVOCABLE LETTER OF CREDIT NO. _____________
[Letterhead of Trustee]
[Date]
State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Officer in Charge, Letter of Credit Department
Re: Drawing Certificate
Ladies and Gentlemen:
Bankers Trust Company (the "Trustee") hereby certifies to
State Street Bank and Trust Company (the "L/C Issuer") with reference to
Irrevocable Letter of Credit No. _______________ (the "Letter of Credit";
capitalized terms contained herein and not otherwise defined herein are used
herein as defined in or pursuant to the Letter of Credit) that:
1. The Trustee is the Trustee or a successor trustee under the
Pooling Agreement.
2. The Trustee is making a demand for payment under the Letter
of Credit in the amount of U.S.$___________________.
3. The amount demanded has been computed in accordance with
the terms and conditions of the Series Supplement and the Letter of Credit, is
made in accordance with the Series Supplement and the Letter of Credit, and is
to be paid in immediately available funds on _______ ___, 199_ to the following
account:
U.S.$____________ to Account No. ____________at
________________ pursuant to [subsection 4.11(b)] [subsection 4.11(k)] of
the Series Supplement.
4. The Available L/C Amount prior to the drawing requested
pursuant to this drawing certificate is U.S.$_______________. The Available L/C
Amount after the drawing requested pursuant to this drawing certificate will be
U.S.$_____________. The amount hereby demanded does not exceed the Available L/C
Amount. The Available L/C Amount has been computed in strict conformity with the
terms and conditions of the Series Supplement and the Letter of Credit. [This
certificate relates to the [insert date] Distribution Date.]
IN WITNESS WHEREOF, the Trustee has executed and delivered
this Certificate as of the ________ day of ___________, _____.
BANKERS TRUST COMPANY, as Trustee
By:
Name:
Title:
SIGNATURE AUTHENTICATION
By:
Name:
Title:
2
ANNEX B TO
STATE STREET BANK AND TRUST COMPANY
IRREVOCABLE LETTER OF CREDIT NO. _________________
[Letterhead of Servicer]
[Date]
State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Officer in Charge,
Letter of Credit Department
Re: Servicer's Drawing Certificate
Ladies and Gentlemen:
Citibank (South Dakota), N.A. (the "Servicer"), as Drawing
Agent for Bankers Trust Company (the "Trustee") hereby certifies to State Street
Bank and Trust Company (the "L/C Issuer") with reference to Irrevocable Letter
of Credit No.____________ (the "Letter of Credit"; capitalized terms contained
herein and not otherwise defined herein are used herein as defined in or
pursuant to the Letter of Credit) that:
1. The Servicer is the Servicer under the Pooling Agreement
and is the Drawing Agent of the Trustee thereunder pursuant to a Notice of
Appointment of Drawing Agent a copy of which is presented herewith or has
previously been delivered to the L/C Issuer and has not been revoked. The
undersigned is a Servicing Officer of the Servicer.
2. The Servicer as the Drawing Agent for the Trustee is
entitled to make a drawing under the Letter of Credit pursuant to the Series
Supplement.
3. The Servicer as the Drawing Agent for the Trustee is making
a demand for payment under the Letter of Credit in the amount of
U.S.$_________________.
4. The amount demanded has been computed in accordance with
the terms and conditions of the Series Supplement and the Letter of Credit, is
made in accordance with the Series Supplement and the Letter of Credit, and is
to be paid in immediately available funds on [insert date] to the following
account:
U.S.$____________ to Account No. _____________ at
____________ pursuant to [subsection 4.11(b)] [subsection 4.11(k)] of the
Series Supplement.
5. The Available L/C Amount prior to the drawing requested
pursuant to this drawing certificate is U.S.$_____________. The Available L/C
Amount after the drawing requested pursuant to this drawing certificate will be
U.S.$_____________. The amount hereby demanded does not exceed the Available L/C
Amount. The Available L/C Amount had been computed in accordance with the terms
and conditions of the Letter of Credit. [This certificate relates to the
[insert date] Distribution Date.]
IN WITNESS WHEREOF, this Certificate has been executed this
_____ day of ________, ____.
CITIBANK (SOUTH DAKOTA), N.A., as
Servicer and Drawing Agent for the Trustee
By
Authorized Officer
SIGNATURE AUTHENTICATION
By:
Name:
Title:
0
XXXXX X XX
XXXXX XXXXXX BANK AND TRUST COMPANY
IRREVOCABLE LETTER OF CREDIT NO. ______________
NOTICE OF APPOINTMENT OF DRAWING AGENT
Bankers Trust Company (the "Trustee") hereby appoints Citibank
(South Dakota), N.A. (the "Servicer") so long as it is Servicer under the
Pooling Agreement as its drawing agent (in such capacity, the "Drawing Agent")
to execute on its behalf with respect to any drawing any drawing certificate for
presentation to State Street Bank and Trust Company (the "L/C Issuer") under
that certain Irrevocable Letter of Credit No._____________ dated [date] (the
"Letter of Credit").
As between the Trustee and the Servicer, this Notice of
Appointment of Drawing Agent is declared to be subject in all respects to each
and every term, condition, covenant and agreement contained in the Pooling and
Servicing Agreement dated as of May 29, 1991, among Citibank (South Dakota),
N.A., a national banking association, as Seller and Servicer ("CSD"), Citibank
(Nevada), National Association, a national banking association, as Seller
("CNV"), and Bankers Trust Company, as Trustee (the "Trustee") for Citibank
Credit Card Master Trust I (the "Trust"), and the Series Supplement with respect
to the Series 1999-2 Certificates dated as of February 25, 1999, among CSD, as a
Seller and the Servicer, CNV, as a Seller and the Trustee, and in the event of
any conflict, the terms of the Pooling Agreement shall prevail. The L/C Issuer
shall be entitled to rely upon this Notice of Appointment of Drawing Agent and
upon the authority given herein without reference to the Pooling Agreement,
until such time as the L/C Issuer shall receive a Certificate of Revocation of
Appointment of Drawing Agent in the form of Annex F to the Letter of Credit.
The rights, powers and authority of said Drawing Agent herein
granted shall commence and be in full force and effect on the date of execution
hereof and shall expire, and be of no further force or effect, on and after the
earlier of 3:00 P.M. Boston time or upon the receipt by the L/C Issuer of a
Certificate of Revocation of Drawing Agent in the form of Annex F to the Letter
of Credit from the Trustee.
IN WITNESS WHEREOF, Bankers Trust Company has caused this
instrument to be executed this _________ day of _______________, _____.
BANKERS TRUST COMPANY, as Trustee
By:
Name:
Title:
ANNEX D TO
STATE STREET BANK AND TRUST COMPANY
IRREVOCABLE LETTER OF CREDIT NO. ______________
[Letterhead of Trustee]
[Date]
State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Officer in Charge,
Letter of Credit Department
Re: State Street Bank and Trust Company;
Irrevocable Letter of Credit No. ________________
Ladies and Gentlemen:
For value received, the undersigned beneficiary hereby
irrevocably transfers to:
---------------------------------
(Name of Transferee)
---------------------------------
(Address)
as successor trustee under the Pooling Agreement (as defined in the
above-referenced Letter of Credit) all rights of the undersigned beneficiary to
draw under the above Letter of Credit.
By this transfer, all rights of the undersigned beneficiary in
such Letter of Credit are transferred to the undersigned transferee and the
undersigned transferee shall have the sole rights as beneficiary thereof
including sole rights relating to any amendments, whether increases or
extensions or other amendments and whether now existing or hereafter made. All
amendments are to be advised directly to the undersigned transferee without
necessity of any consent of or notice to the undersigned beneficiary.
The original Letter of Credit (and any amendments thereto) is
returned herewith, and we ask you to endorse the transfer on the reverse
thereof, and forward it directly to the undersigned transferee with your
customary notice of transfer.
Very truly yours,
SIGNATURE AUTHENTICATION [Name of Transferor]
[Name of Bank]
By: By:
Name: (Authorized Officer)
Title:
SIGNATURE AUTHENTICATION [Name of Transferee]
[Name of Bank]
By: By:
Name: (Authorized Officer)
Title:
2
ANNEX E TO
STATE STREET BANK AND TRUST COMPANY
IRREVOCABLE LETTER OF CREDIT NO. _____________
[Letterhead of Trustee]
[Date]
State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Officer in Charge
Letter of Credit Department
Re: State Street Bank and Trust Company;
Irrevocable Letter of Credit No. ________________
Ladies and Gentlemen:
The undersigned, a duly authorized officer of Bankers Trust
Company (the "Trustee"), hereby certifies to State Street Bank and Trust Company
(the "L/C Issuer") with reference to Irrevocable Letter of Credit No.___________
(the "Letter of Credit"; capitalized terms contained herein and not otherwise
defined herein are used herein as defined in or pursuant to the Letter of
Credit) that:
1. The Trustee is the Trustee or a successor trustee under the
Pooling Agreement.
2. The Series 1999-2 Certificateholders have been paid in full
or the Trust has been terminated pursuant to the Pooling Agreement. The Letter
of Credit, which accompanies this Certificate, is hereby surrendered for
cancellation.
IN WITNESS WHEREOF, the Trustee has executed and delivered
this Certificate this ___________ day of ___________, _____.
BANKERS TRUST COMPANY, as Trustee
By:
Name:
Title:
SIGNATURE AUTHENTICATION
By:
Name:
Title:
ANNEX F TO
STATE STREET BANK AND TRUST COMPANY
IRREVOCABLE LETTER OF CREDIT NO. _______________
CERTIFICATE OF REVOCATION OF APPOINTMENT OF DRAWING AGENT
Bankers Trust Company (the "Trustee") hereby revokes the
appointment of Citibank (South Dakota), N.A. (the "Servicer") as its drawing
agent (in such capacity, the "Drawing Agent") under that certain Irrevocable
Letter of Credit No. ____________, dated [date] (the "Letter of Credit").
As between the Trustee and the Servicer, this Certificate of
Revocation of Appointment of Drawing Agent is declared to be subject in all
respects to each and every term, condition, covenant and agreement contained in
the Pooling and Servicing Agreement dated as of May 29, 1991 among Citibank
(South Dakota), N.A., a national banking association, as Seller and Servicer
("CSD"), Citibank (Nevada), National Association, a national banking association
("CNV") and Bankers Trust Company, as trustee (the "Trustee"), in its capacity
as trustee of Citibank Credit Card Master Trust I (the "Trust"), and the Series
Supplement with respect to the Series 1999-2 Certificates dated as of February
25, 1999 among CSD, as Seller and Servicer, CNV, as Seller and Bankers Trust
Company, as Trustee, and in the event of any conflict, the terms of the Pooling
Agreement shall prevail. State Street Bank and Trust Company (the "L/C Issuer")
shall be entitled to rely upon this Certificate of Revocation of Appointment of
Drawing Agent without reference to the Pooling Agreement.
IN WITNESS WHEREOF, Bankers Trust Company has caused this
instrument to be executed this _____ day of _________ , ____.
BANKERS TRUST COMPANY, as Trustee
By:
Name:
Title:
SCHEDULE I
LIST OF DEALERS
Class A Certificates
Xxxxxxx Xxxxx Xxxxxx Inc.
Xxxxx Securities Inc.
Xxxxxxx, Sachs & Co.
Xxxxxx Brothers Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Class B Certificates
Xxxxxxx Xxxxx Barney Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
