-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LW+Bi1YFHn8jG1Fpv3slz5kQ5PM44KQrk+/E03Lz9yPg9OpQMlnYOsMH504yVDSB LxRpDFTfwVXoptgBMeF9Vw== 0000950157-99-000685.txt : 19991221 0000950157-99-000685.hdr.sgml : 19991221 ACCESSION NUMBER: 0000950157-99-000685 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIBANK SOUTH DAKOTA N A CENTRAL INDEX KEY: 0000839947 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 460358360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-80743 FILM NUMBER: 99777711 BUSINESS ADDRESS: STREET 1: 701 E 60TH ST N CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 6053312626 MAIL ADDRESS: STREET 1: CITIBANK N A LEGAL AFFAIRS OFFICE STREET 2: 425 PARK AVENUE 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10043 S-3/A 1 AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on December 20, 1999 REGISTRATION NO. 333-80743 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- CITIBANK CREDIT CARD ISSUANCE TRUST (Issuer of the Offered Securities) CITIBANK (SOUTH DAKOTA), N.A. CITIBANK (NEVADA), NATIONAL ASSOCIATION (Originators of Citibank Credit Card Issuance Trust and Citibank Credit Card Master Trust I) (Exact Name of Registrants as Specified in Their Charters)
United States of America 46-0358360 United States of America 88-0202961 (State or Other Jurisdiction (I.R.S. Employer) (State or Other Jurisdiction of (I.R.S. Employer of Organization) Identification Number) Organization Identification Number) 701 East 60th Street, North 8725 West Sahara Avenue Sioux Falls, South Dakota 57117 Las Vegas, Nevada 89163 (605) 331-2626 (702) 797-4444
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Each Registrant's Principal Executive Offices) STEPHANIE B. MUDICK, ESQ. General Counsel - Corporate Law CITIGROUP INC. 153 East 53rd Street New York, New York 10043 (212) 559-1000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies To: DAVID L. ZIMBECK, ESQ. STEVEN J. GAROFALO GREGORY M. SHAW, ESQ. General Counsel President Cravath, Swaine & Moore Citibank (South Dakota), N.A. Citibank (Nevada), Worldwide Plaza 701 East 60th Street, North National Association 825 Eighth Avenue Sioux Falls, S.D. 57117 8725 West Sahara Avenue New York, NY 10019 (605) 331-2626 Las Vegas, Nevada 89163 (212) 474-1000 (702) 797-4444 Approximate date of commencement of proposed sale to the public: As soon as practicable on or after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------- Title of securities Amount to be Proposed Proposed to be registered registered maximum aggregate maximum aggregate amount of registration (a)(b)(c) price per Note(d) offering price(d) fee (e) - ----------------------------------------------------------------------------------------------------------------- Notes $1,000,000 100% $1,000,000 $278 - ----------------------------------------------------------------------------------------------------------------- Collateral Certificate (f) $1,000,000 -- -- --
(a) With respect to any securities issued with original issue discount, the amount to be registered is calculated based on the initial public offering price thereof. (b) With respect to any securities denominated in any foreign currency, the amount to be registered shall be the U.S. dollar equivalent thereof based on the prevailing exchange rate at the time such security is first offered. (c) Includes an indeterminate amount of securities that are to be offered or sold in connection with market-making activities by affiliates of the Registrants, including Salomon Smith Barney Inc. (d) Estimated solely for the purpose of calculating the registration fee. (e) Previously paid. (f) No additional consideration will be paid by the purchasers of the Notes for the Collateral Certificate, which is pledged as security for the Notes. The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. INTRODUCTORY NOTE This Registration Statement includes: o a form of base prospectus relating to asset-backed notes of Citibank Credit Card Issuance Trust; o a form of prospectus supplement to the base prospectus relating to the offering by Citibank Credit Card Issuance Trust of a subclass of asset-backed notes of a multiple issuance series; and o a form of prospectus supplement to the base prospectus relating to the offering by Citibank Credit Card Issuance Trust of a single issuance series of asset-backed notes. [FLAG] THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. Subject to Completion, dated December 20, 1999 Prospectus Dated __________, _____ CITIBANK CREDIT CARD ISSUANCE TRUST Class A Notes Class B Notes Class C Notes CITIBANK (SOUTH DAKOTA), N.A. CITIBANK (NEVADA), NATIONAL ASSOCIATION Originators of the Trust We will provide the specific terms of these Notes in supplements to this prospectus. You should read this prospectus and the applicable supplements to this prospectus carefully before you invest. Principal payments on the Class B Notes of a series are subordinated to payments on the Class A Notes of that series. Principal payments on the Class C Notes of a series are subordinated to payments on the Class A and Class B Notes of that series. YOU SHOULD REVIEW AND CONSIDER THE DISCUSSION UNDER "RISK FACTORS" BEGINNING ON PAGE 13 OF THIS PROSPECTUS BEFORE YOU PURCHASE ANY NOTES. Neither the Securities and Exchange Commission nor any state securities commission has approved the Notes or determined that this prospectus or any applicable supplement to this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Notes are obligations of Citibank Credit Card Issuance Trust only and are not obligations of any other person. Each class of Notes is secured by only some of the assets of Citibank Credit Card Issuance Trust. Noteholders will have no recourse to any other assets of Citibank Credit Card Issuance Trust for the payment of the Notes. The Notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. TABLE OF CONTENTS Page PROSPECTUS SUMMARY........................................................ 4 RISK FACTORS.............................................................. 13 Only some of the assets of the Issuer are available for payments on any class of Notes.................................................... 13 Cardholder payment patterns and credit card usage may affect the timing and amount of payments to you.................................. 13 You may receive principal payments earlier or later than the expected principal payment date ............................................... 14 Allocations of charged-off receivables in the Master Trust could reduce payments to you....................................................... 14 Reset of interest rate on credit card receivables in the Master Trust may reduce the amount of finance charge collections available for interest payments on the Notes........................................ 14 Citibank (South Dakota)'s ability to change terms of the credit card accounts could alter payment patterns................................. 15 Addition of accounts to the Master Trust may affect credit quality and lessen the Issuer's ability to make payments to you................... 15 Citibank (South Dakota) and Citibank (Nevada) may not be able to designate new accounts to the Master Trust when required by the pooling and servicing agreement....................................... 16 Class B Notes and Class C Notes bear losses before Class A Notes........ 16 You may not be able to reinvest any early redemption proceeds in a comparable security................................................... 17 Your ability to resell Notes may be limited............................. 17 If the ratings of the Notes are lowered or withdrawn, their market value could decrease.................................................. 17 Issuance of additional Notes may affect the timing and amount of payments to you....................................................... 18 Certain legal aspects could affect the timing and amount of payments to you................................................................ 18 Competition in the credit card industry could affect the timing and amount of payments to you............................................. 20 You may have limited control of certain actions under the indenture..... 21 Your remedies upon default may be limited.............................. 21 WHERE YOU CAN FIND ADDITIONAL INFORMATION................................. 22 THE ISSUER................................................................ 23 The Owners.............................................................. 23 USE OF PROCEEDS........................................................... 24 THE NOTES................................................................. 24 Interest................................................................ 25 1 Principal............................................................... 26 Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes........................................... 26 Subordination of Principal.............................................. 30 Redemption and Early Redemption of Notes................................ 31 Issuances of new series and classes of Notes............................ 32 Required Subordinated Amount............................................ 35 Payments on Notes; Paying Agent......................................... 35 Denominations........................................................... 36 Record Date............................................................. 36 Governing Law........................................................... 36 Form, Exchange, and Registration and Transfer of Notes.................. 36 Book-Entry Notes........................................................ 37 Replacement of Notes ................................................... 42 Acquisition and cancelation of Notes by the Issuer and the Banks....... 42 SOURCES OF FUNDS TO PAY THE NOTES......................................... 43 The Collateral Certificate............................................. 43 Derivative Agreements................................................... 45 The Trust Accounts ..................................................... 45 Limited recourse to the Issuer; Security for the Notes.................. 47 The Indenture Trustee................................................... 47 DEPOSIT AND APPLICATION OF FUNDS.......................................... 48 Allocation of finance charge collections to accounts ................... 48 Allocation of principal collections to accounts......................... 48 Targeted deposits of finance charge collections and reallocated principal collections to the interest funding account........................... 49 Payments received from derivative counterparties for interest........... 51 Deposit of principal funding subaccount earnings in interest funding subaccounts; Principal funding subaccount earnings shortfall.......... 51 Allocation to interest funding subaccounts.............................. 51 Withdrawals from interest funding account............................... 52 Targeted deposits of principal collections to the principal funding account............................................................... 53 Payments received from derivative counterparties for principal.......... 55 Allocation of funds on deposit in the principal funding subaccounts..... 55 Withdrawals from principal funding account.............................. 56 Limit on reallocations of principal collections taken to benefit senior classes of single issuance series..................................... 57 Limit on reallocations of principal collections taken to benefit senior classes of multiple issuance series................................... 57 Limit on repayments of subordinated classes of single issuance series... 59 Limit on repayments of subordinated classes of multiple issuance series................................................................ 60 Limit on allocations of principal collections of all classes or subclasses of Notes................................................... 61 Targeted deposits to the Class C reserve account........................ 61 Withdrawals from the Class C reserve account............................ 62 Pro Rata Payments within a Class or Subclass............................ 62 Targeted reinvestment in the Collateral Certificate .................... 62 Final Payment of the Notes.............................................. 62 2 COVENANTS, EVENTS OF DEFAULT AND EARLY REDEMPTION EVENTS................................................... 63 Issuer Covenants........................................................ 63 Events of Default....................................................... 63 Early Redemption Events................................................. 66 MEETINGS, VOTING AND AMENDMENTS........................................... 67 Meetings................................................................ 68 Amendments to the Pooling and Servicing Agreement....................... 68 Amendments to the Indenture............................................ 69 Amendments to the Trust Agreement....................................... 70 Tax Opinions for Amendments............................................. 70 NOTICES AND REPORTS....................................................... 71 Addresses for Notices................................................... 71 Issuer's Annual Compliance Statement.................................... 71 Indenture Trustee's Annual Report....................................... 71 List of Noteholders..................................................... 71 Reports................................................................. 72 THE MASTER TRUST.......................................................... 72 Master Trust Assets..................................................... 72 The Servicer............................................................ 75 Master Trust Issuances.................................................. 76 Allocation of Collections, Losses and Fees.............................. 76 Early Amortization Events............................................... 77 Optional Termination; Final Payment of Investor Certificates............ 78 TAX MATTERS............................................................... 78 Tax Characterization of the Notes....................................... 79 Tax Characterization of the Issuer...................................... 79 U.S. and non-U.S. Noteholders........................................... 80 Tax Consequences to U.S. Noteholders.................................... 80 Tax Consequences to Non-U.S. Noteholders................................ 82 BENEFIT PLAN INVESTORS.................................................... 84 Prohibited Transactions................................................. 85 Potential Prohibited Transactions from Investment in Notes.............. 85 Investment by Benefit Plan Investors.................................... 86 Tax Consequences to Benefit Plans....................................... 86 PLAN OF DISTRIBUTION...................................................... 87 LEGAL MATTERS............................................................. 88 GLOSSARY OF DEFINED TERMS ................................................ 89 ANNEX I THE CREDIT CARD BUSINESS OF CITIBANK (SOUTH DAKOTA)....................... A-1 3 PROSPECTUS SUMMARY This summary does not contain all the information you may need to make an informed investment decision. You should read the entire prospectus and any supplement to this prospectus before you purchase any Notes. The accompanying supplement to this prospectus may update or modify this prospectus. If the terms of the Notes differ between this prospectus and any supplement to this prospectus, you should rely on the information in the supplement. There is a glossary beginning on page 84 where you will find the definitions of certain terms -- including terms that are not capitalized -- used in this prospectus. SECURITIES The Issuer is offering Class A Notes, Class OFFERED B Notes and Class C Notes. The Notes will be issued pursuant to an indenture between the Issuer and Bankers Trust Company, as trustee. The Notes will be issued in series. Each series of Notes is expected to consist of three classes: Class A, Class B and Class C. Each class may have subclasses, if we so specify in a supplement to this prospectus. The classes of a series may be issued at the same time or at different times, but no Class A or Class B Notes of a series may be issued unless sufficient subordinated Class B Notes and/or Class C Notes of that series are outstanding. See "The Notes-- Issuances of new series and classes of Notes." ISSUER Citibank Credit Card Issuance Trust, a Delaware statutory business trust, is the issuer of the Notes. The Issuer's principal place of business is located at __________. Its phone number is _____________. INDENTURE Bankers Trust Company, a New York banking TRUSTEE corporation, is the trustee under the indenture. INTEREST Each class of Notes, other than zero-coupon PAYMENTS discount Notes, will bear interest from the date and at the rate set forth or as determined in a supplement to this prospectus. Interest on the Notes will be paid on the interest payment dates specified in a supplement to this prospectus. PRINCIPAL The Issuer expects to pay the stated PAYMENTS principal amount of each Note in one payment on that Note's expected principal payment date, and the Issuer is obligated to do so if funds are available for that purpose. The expected principal payment date of a Note is two years before its legal maturity date. The legal maturity date is the date on which a Note is legally required to be fully paid. The expected principal payment date and legal maturity date for a Note will be specified in a supplement to this prospectus. 4 STATED PRINCIPAL AMOUNT, OUTSTANDING DOLLAR PRINCIPAL AMOUNT AND NOMINAL LIQUIDATION AMOUNT OF NOTES Each Note has a stated principal amount, an outstanding dollar principal amount and a nominal liquidation amount. o Stated Principal Amount. The stated principal amount of a Note is the amount that is stated on the face of the Note to be payable to the holder. It can be denominated in U.S. dollars or a foreign currency. o Outstanding Dollar Principal Amount. For most Notes, the outstanding dollar principal amount will be the same as the stated principal amount, less principal payments to Noteholders. However, for discount Notes or foreign currency Notes, the outstanding dollar principal amount will be an amount stated in, or determined by a formula described in, the applicable supplement to this prospectus. o Nominal Liquidation Amount. The nominal liquidation amount of a Note is a U.S. dollar amount based on the outstanding dollar principal amount of the Note, but after deducting all reallocations of principal of that Note to pay interest on senior classes of Notes of that series, allocations of that Note's proportionate share of the charge-offs to the principal receivables held in the Master Trust, all payments of principal of that Note, and amounts on deposit in the applicable principal funding subaccount, and adding all reimbursements of those deductions from excess finance charge collections allocated to that Note. See "The Notes--Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes." REDUCTION OF ALLOCATIONS OF PRINCIPAL COLLECTIONS OR FINANCE CHARGE COLLECTIONS IF THE NOMINAL LIQUIDATION AMOUNT IS REDUCED The nominal liquidation amount of a class of Notes will be reduced as principal of that class is accumulated in the principal funding account or paid to Noteholders. However, reductions in the nominal liquidation amount of a class of Notes can also result from reallocations of principal of that class to pay interest on a senior class, and as a result of charge-offs to the principal receivables held in the Master Trust. See "Risk Factors--Allocations of charged-off receivables in the Master Trust could reduce payments to you" and "The Notes--Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount." 5 Any reduction in the nominal liquidation amount of a class of Notes results in a corresponding reduction in the finance charge collections allocated to the Collateral Certificate, and consequently a reduction in the funds available to pay interest on the Notes and to reimburse reductions in the nominal liquidation amount of the Notes. Any reduction in the nominal liquidation amount of a class of Notes also results in a corresponding reduction in the principal collections allocated to pay principal of that class of Notes. No principal collections will be allocated to a class of Notes if the nominal liquidation amount of that class is zero, even if the stated principal amount of that class of Notes has not been paid in full, but any funds in the applicable principal funding subaccount that are not reallocated to other classes of that series, any funds in the applicable interest funding subaccount, and in the case of Class C Notes, any funds in the applicable Class C reserve account, will still be available to pay principal of and interest on classes of Notes with a nominal liquidation amount of zero. In addition, if excess finance charge collections are available, they can be applied to reimburse reductions in the nominal liquidation amount of a class of Notes resulting from reallocations of principal collections to pay interest on senior classes of Notes, and from charge-offs to the principal receivables held in the Master Trust. SUBORDINATION OF PRINCIPAL Principal payments on the Class B Notes of a series are subordinated to payments on the Class A Notes of that series. Principal payments on the Class C Notes of a series are subordinated to payments on the Class A Notes and Class B Notes of that series. See "The Notes--Subordination of Principal" and "Deposit and Application of Funds." SOURCES OF FUNDS TO PAY THE NOTES The Issuer will have the following sources of funds available to pay principal and interest on the Notes: o The Collateral Certificate issued by Citibank Credit Card Master Trust I. The Collateral Certificate is an investor certificate issued by the Master Trust to the Issuer. It represents an undivided interest in the assets of the Master Trust. The Master Trust owns primarily credit card receivables arising in selected MasterCard and VISA revolving credit card accounts. Citibank (South Dakota) and Citibank (Nevada) have transferred the credit card receivables to the Master Trust in accordance with the terms of a pooling and servicing agreement among Citibank (South Dakota), Citibank (Nevada) and Bankers Trust Company, as trustee. Both principal collections and finance charge collections on the receivables will, in general, be allocated pro rata among holders of interests in 6 the Master Trust based on the investment in credit card receivables of each interest in the Master Trust. If collections of receivables allocable to the Collateral Certificate are less than expected, payments of principal of and interest on the Notes could be delayed or remain unpaid. o Derivative Agreements. Some Notes may have the benefit of one or more derivative agreements, including interest rate or currency swaps, caps, collars, guaranteed investment contracts or other similar agreements with various counterparties to manage interest rate or currency risk relating to those Notes. Citibank (South Dakota), Citibank (Nevada) or any of their affiliates may be counterparties to a derivative agreement. A description of the specific terms of each derivative agreement and each counterparty to a derivative agreement will be included in the applicable supplement to this prospectus. o The Trust Accounts. The Issuer has established a collection account for the purpose of receiving payments of finance charge collections and principal collections from the Master Trust payable under the Collateral Certificate. The Issuer has also established a principal funding account and an interest funding account, which will have subaccounts for each class and subclass of Notes of a series, and a Class C reserve account, which will have subaccounts for each class and subclass of Class C Notes of a series. If specified in a supplement to this prospectus, the Issuer may establish supplemental accounts for any series, class or subclass of Notes. Each month, all distributions on the Collateral Certificate will be deposited into the collection account, and then reallocated to the principal funding account, the interest funding account, the Class C reserve account, any supplemental account, to payments under any applicable derivative agreements, and to the other purposes as specified in "Deposit and Application of Funds " or in a supplement to this prospectus. Funds on deposit in the principal funding account and the interest funding account will be used to make payments of principal of and interest on the Notes. The Issuer will be required to fund the Class C reserve account if the finance charge collections generated by the Master Trust fall below a level specified in the applicable supplement to this prospectus. The Class C reserve account would be funded from monthly finance charge collections from the Collateral Certificate after 7 payment of fees and expenses of the Indenture Trustee, required interest deposits and other payments described under "Deposit and Application of Funds--Targeted deposits to the Class C reserve account." A supplement to this prospectus relating to Class C Notes will include provisions for funding the Class C reserve account. Funds on deposit in the Class C reserve account will be available to holders of Class C Notes to cover shortfalls of interest payable on interest payment dates. Funds on deposit in the Class C reserve account will also be available to holders of Class C Notes on any day when principal is payable, but only to the extent that the nominal liquidation amount of the Class C Notes plus funds on deposit in the Class C principal funding account is less than the outstanding dollar principal amount of the Class C Notes. Only the holders of Class C Notes will have the benefit of the Class C reserve account. See "Deposit and Application of Funds--Withdrawals from the Class C reserve account." LIMITED RECOURSE TO THE ISSUER Only the portion of the principal collections and finance charge collections received by the Issuer under the Collateral Certificate and allocated to a class of Notes, funds in the applicable trust accounts, and payments received under any applicable derivative agreement provide the source of payment for principal of or interest on that class of Notes. Noteholders will have no recourse to any other assets of the Issuer or any other person or entity for the payment of principal of or interest on the Notes. SECURITY FOR THE NOTES The Notes of all series are secured by a shared security interest in the Collateral Certificate and the collection account, and each class of Notes is secured by a security interest in the applicable principal funding subaccount, interest funding subaccount, the Class C reserve subaccount for classes of Class C Notes, any applicable supplemental account, and by a security interest in any applicable derivative agreement. REDEMPTION AND EARLY REDEMPTION OF NOTES If we specify in a supplement to this prospectus, the Issuer or a Noteholder may, at its option, redeem the Notes of any series or class before its expected principal payment date. The supplement will indicate who will have that right of redemption, at what times that right may be exercised, if that redemption may be made in whole or in part and any other terms of the redemption. 8 In addition, the Issuer is required to redeem any Note upon the occurrence of an early redemption event with respect to that Note, but only to the extent the funds have been allocated to the Collateral Certificate and to the class of Notes to be redeemed. It is not an event of default if the Issuer fails to redeem a Note because it does not have sufficient funds available. Early redemption events include the following: o for any Note, the occurrence of the expected principal payment date of that Note; o each of the early amortization events applicable to the Collateral Certificate, as described under "The Master Trust--Early Amortization Events"; o certain events relating to the performance of the credit card receivables owned by the Master Trust as described under "Covenants, Events of Default and Early Redemption Events--Early Redemption Events"; and o any additional early redemption events specified in a supplement to this prospectus. This list summarizes only some of the early redemption events. See "Covenants, Events of Default and Early Redemption Events--Early Redemption Events" for a description of the early redemption events and their consequences to holders of Notes. EVENTS OF DEFAULT The documents that govern the terms and conditions of the Notes include a list of adverse events known as "events of default." Some events of default result in an automatic acceleration of the affected Notes, and others result in the right of the holders of affected Notes to demand acceleration after an affirmative vote by holders of 25% of the affected Notes. Events of default include the following: o the Issuer fails to pay interest on any Note within five business days of its due date; o the Issuer fails to pay in full principal on any Note on its legal maturity date; o the Issuer defaults on any covenant or breaches any agreement under the indenture after applicable notice and cure periods, and the default or breach is materially adverse to Noteholders; 9 o the occurrence of certain events of bankruptcy, insolvency or reorganization relating to the Issuer; or o any additional events of default specified in a supplement to this prospectus. This list summarizes only some of the events of default. See "Covenants, Events of Default and Early Redemption Events --Events of Default" for a description of the events of default and their consequences to holders of Notes. It is not an event of default if the stated principal amount of a Note is not paid on its expected principal payment date. EVENT OF DEFAULT After an event of default and the acceleration of a REMEDIES series or class of Notes, funds on deposit in the principal funding account and the interest funding account for that series or class will be applied to pay principal of and interest on the affected Notes. After an event of default, until the affected Notes are paid in full, principal collections and finance charge collections allocated to those Notes will be applied to make monthly principal and interest payments on those Notes until the earlier of the date those Notes are paid in full or the legal maturity date of those Notes. If your Notes are Class B Notes or Class C Notes, you will receive payment of principal on those Notes only if and to the extent that, after giving effect to that payment, the required subordinated amount will be maintained for the senior classes of Notes in that series. See "Deposit and Application of Funds--Limit on repayments of subordinated classes of single issuance series" and "--Limit on repayments of subordinated classes of multiple issuance series." In the case of an accelerated class of Class C Notes, the Indenture Trustee may, and at the direction of the majority of the Class C Noteholders of that class will, cause the sale of credit card receivables by the Master Trust in an amount of up to 110% of the nominal liquidation amount of the accelerated class of Class C Notes, so long as the conditions specified in "Covenants, Events of Default and Early Redemption Events --Events of Default" are satisfied. The proceeds of a sale of credit card receivables will be deposited directly to the principal funding subaccount for the accelerated class of Notes. Upon the deposit of those proceeds to the principal funding subaccount for the accelerated Class C Notes, the nominal liquidation amount of that class will be reduced to zero. The proceeds of the sale of credit card receivables will be retained in the principal funding subaccount for the accelerated Class C Notes to the extent and for so long as they 10 are required to provide the required subordinated amount for the outstanding Class A Notes and Class B Notes of that series, but the proceeds may be reallocated to the principal funding subaccounts of senior classes of Notes of that series. Accumulation of principal collections in the principal funding subaccounts for the Class A Notes and Class B Notes of that series will begin and will continue as long as necessary to permit funds in the principal funding subaccount for the affected Class C Notes to be released to Class C Noteholders. Holders of Class A Notes and Class B Notes will not have the ability to cause the sale of receivables by the Master Trust, even if an event of default and acceleration of those Notes occurs, until the applicable legal maturity date. See "Deposits and Allocations of Funds--Final Payment of Notes." REGISTRATION, CLEARANCE AND SETTLEMENT The Notes offered by this prospectus will be registered in the name of The Depository Trust Company or its nominee, and purchasers of Notes will not be entitled to receive a definitive certificate except under limited circumstances. Owners of Notes may elect to hold their Notes through The Depository Trust Company in the United States or through Cedelbank, societe anonyme or the Euroclear System in Europe. Transfers will be made in accordance with the rules and operating procedures of those clearing systems. See "The Notes--Book-Entry Notes." ERISA ELIGIBILITY The indenture permits benefit plans to purchase Notes of every class. A fiduciary of a benefit plan should consult its counsel as to whether a purchase of Notes by the plan is permitted by ERISA and the Internal Revenue Code. TAX STATUS In the opinion of Cravath, Swaine & Moore, special tax counsel to the Issuer, for United States federal income tax purposes (1) the Notes will be treated as indebtedness and (2) the Issuer will not be an association or a publicly traded partnership taxable as a corporation. In addition, Noteholders will agree, by acquiring Notes, to treat the Notes as debt of Citibank (South Dakota) and Citibank (Nevada) for federal, state and local income and franchise tax purposes. DENOMINATIONS The Notes offered by this prospectus will be issued in denominations of $1,000 and multiples of $1,000 in excess of that amount. RECORD DATE The record date for payment of the Notes will be the last day of the month before the related payment date. RATINGS It is a condition to the issuance of the Notes that they are rated no lower than the following rating categories by at least one nationally recognized rating agency: 11 NOTE RATING ---- ------ Class A AAA Class B A Class C BBB If a class of Notes has subclasses, each subclass will have the same rating requirement as the class of Notes of which it is a part. See "Risk Factors-- If the ratings of the Notes are lowered or withdrawn, their market value could decrease." 12 RISK FACTORS The following is a summary of the material risks that apply to an investment in the Notes. The remainder of this prospectus and the attached supplement provide much more detailed information about these risks. You should consider the following risk factors in deciding whether to purchase the Notes. There is a glossary beginning on page 85 where you will find the definitions of certain terms -- including terms that are not capitalized -- used in this prospectus. ONLY SOME OF THE ASSETS OF THE ISSUER ARE AVAILABLE FOR PAYMENTS ON ANY CLASS OF NOTES The assets of the Issuer consist primarily of: o the Collateral Certificate; o derivative agreements that the Issuer has entered into to manage interest rate or currency risk relating to some of the Notes; and o the trust accounts. The Issuer does not expect to have any other significant assets. Only the portion of the principal collections and finance charge collections received by the Issuer under the Collateral Certificate and allocated to the Notes, the applicable trust accounts, and payments received under any applicable derivative agreement provide the source of payment for principal of or interest on any class of the Notes. As a result, you must rely only on the particular allocated assets as security for your Notes for repayment of the principal of and interest on your Notes. You will not have recourse to any other assets of the Issuer or any other person for payment of your Notes. See "Sources of Funds to Pay the Notes." CARDHOLDER PAYMENT PATTERNS AND CREDIT CARD USAGE MAY AFFECT THE TIMING AND AMOUNT OF PAYMENTS TO YOU The amount of principal collections available to pay your Notes on any principal payment date or to make deposits into the principal funding account will depend on many factors, including: o the rate of repayment of credit card balances by cardholders, which may be earlier or later than expected; o the extent of credit card usage by cardholders, and the creation of additional receivables in the accounts designated to the Master Trust; and o the rate of default by cardholders, which means that receivables may not be paid at all. Changes in payment patterns and credit card usage result from a variety of economic, social and legal factors. Economic factors include the rate of inflation, unemployment levels and relative interest rates. Social factors include consumer confidence levels and the public's attitude about incurring debt and the stigma of personal bankruptcy. For 13 some of the legal factors, see "--Certain legal aspects could affect the timing and amount of payments to you" below. The availability of incentive or other award programs may also affect cardholders' actions. We cannot predict how these or other factors will affect repayment patterns or card use and, consequently, the timing and amount of payments on your Notes. YOU MAY RECEIVE PRINCIPAL PAYMENTS EARLIER OR LATER THAN THE EXPECTED PRINCIPAL PAYMENT DATE There is no assurance that the stated principal amount of your Notes will be paid on its expected principal payment date. The effective yield on the credit card receivables owned by the Master Trust could decrease due to, among other things, a change in periodic finance charges on the accounts, an increase in the level of delinquencies or increased convenience use of the card whereby cardholders pay their credit card balance in full each month and incur no finance charges. A significant decrease in the amount of credit card receivables in the Master Trust for any reason could result in an early redemption event and could result in early payment of your Notes as well as decreased protection to you against defaults on the accounts. If surplus finance charge collections calculated using a three-month moving average decreases below the required surplus finance charge amount, an early redemption event will occur and could result in an early payment of your Notes. See "Covenants, Events of Default and Early Redemption Events --Early Redemption Events." If, for any reason, cardholders make payments on their credit card accounts later than expected or default on the payments on their credit card accounts the allocations of principal collections to the Collateral Certificate and to the Notes may be reduced, and the principal of the Notes may be paid later than expected or not paid at all. ALLOCATIONS OF CHARGED-OFF RECEIVABLES IN THE MASTER TRUST COULD REDUCE PAYMENTS TO YOU Citibank (South Dakota), as servicer of the Master Trust, will write off the receivables arising in the accounts in the Master Trust portfolio if the receivables become uncollectible or are otherwise more than 184 days delinquent. The Collateral Certificate will be allocated a portion of these charged-off receivables. If the amount of charged-off receivables allocated to the Collateral Certificate exceeds the amount of funds available for reimbursement of those charge-offs, the Issuer, as the holder of the Collateral Certificate, may not receive a sufficient amount under the Collateral Certificate to pay the full stated principal amount of your Notes. See "The Master Trust Receivables and Accounts--Loss and Delinquency Experience" in Annex I to the supplement to this prospectus, "Sources of Funds to Pay the Notes--The Collateral Certificate," "Deposit and Application of Funds--Allocation of principal collections to accounts," "--Targeted deposits of principal collections to the principal funding account," and "--Allocation to principal funding subaccounts." RESET OF INTEREST RATE ON CREDIT CARD RECEIVABLES IN THE MASTER TRUST MAY REDUCE THE AMOUNT OF FINANCE CHARGE COLLECTIONS AVAILABLE FOR INTEREST PAYMENTS ON THE NOTES A majority of the credit card receivables in the Master Trust bear interest at the prime 14 rate plus a margin. The Notes generally bear interest at a fixed or floating rate. If the prime rate declines, the amount of collections of finance charge receivables on the accounts in the Master Trust may be reduced while the interest payments on fixed rate Notes required to be funded out of those collections will remain constant. Changes in the interest rate indices applicable to floating rate Notes might not be reflected in the prime rate, resulting in an increase or decrease in the difference between the amount of collections of finance charge receivables on the accounts in the Master Trust and the amount of interest payable on the floating rate Notes. In addition, a decrease in the difference between collections of finance charge receivables and those collections allocated to make interest payments on the Notes could cause an early redemption event which could result in early payment of your Notes. See "Covenants, Events of Default and Early Redemption Events--Early Redemption Events." CITIBANK (SOUTH DAKOTA)'S ABILITY TO CHANGE TERMS OF THE CREDIT CARD ACCOUNTS COULD ALTER PAYMENT PATTERNS The Master Trust owns the credit card receivables generated in designated credit card accounts, but Citibank (South Dakota) continues to own the accounts themselves. Citibank (South Dakota) thus has the right to determine the fees, periodic finance charges including the interest rate index used to compute periodic finance charges, and other charges that will apply to the credit card accounts. Citibank (South Dakota) may also change the minimum monthly payment or other terms of the accounts. A decrease in the effective yield on the credit card receivables could cause an early redemption event, resulting in an early payment of the Notes. Also, changes in account terms could affect payment patterns on the credit card receivables, which could cause principal on the Notes to be paid earlier or later than anticipated. Citibank (South Dakota) has agreed generally to avoid taking actions that would o reduce the portfolio yield of the receivables in the Master Trust below specified levels; o change the terms of the credit card accounts designated to the Master Trust, unless it is changing the terms of all similar accounts in its portfolio; or o decrease the finance charges on the credit card accounts designated to the Master Trust below a specified level after an early amortization event under the pooling and servicing agreement has occurred. There are no other restrictions on Citibank (South Dakota)'s ability to change the terms of the credit card accounts designated to the Master Trust, and we cannot guarantee that finance charges or other fees will not be reduced. ADDITION OF ACCOUNTS TO THE MASTER TRUST MAY AFFECT CREDIT QUALITY AND LESSEN THE ISSUER'S ABILITY TO MAKE PAYMENTS TO YOU The assets of the Master Trust, and therefore the assets allocable to the Collateral Certificate held by the Issuer, change every day. The Banks may choose , or may be required, to add credit card receivables to the Master Trust. The credit card accounts from which these receivables arise may have different terms and conditions from the credit card accounts already 15 designated for the Master Trust. For example, the new credit card accounts may have higher or lower fees or interest rates, or different payment terms. We cannot guarantee that new credit card accounts will have the same credit quality as the credit card accounts currently designated for the Master Trust. If the credit quality of the assets in the Master Trust were to deteriorate, the Issuer's ability to make payments on the Notes could be adversely affected. See "The Master Trust--Master Trust Assets." The Issuer's ability to make payments on the Notes will be impaired if sufficient new credit card receivables are not generated by the Banks. We do not guarantee that new credit card receivables will be created, that any credit card receivables will be added to the Master Trust or that credit card receivables will be repaid at a particular time or with a particular pattern. CITIBANK (SOUTH DAKOTA) AND CITIBANK (NEVADA) MAY NOT BE ABLE TO DESIGNATE NEW ACCOUNTS TO THE MASTER TRUST WHEN REQUIRED BY THE POOLING AND SERVICING AGREEMENT The pooling and servicing agreement provides that Citibank (South Dakota) and Citibank (Nevada) must add additional credit card receivables to the Master Trust if the total amount of principal receivables in the Master Trust falls below specified percentages of the total invested amounts of investor certificates in the Master Trust. There is no guarantee that the Banks will have enough receivables to add to the Master Trust. If the Banks do not make an addition of receivables within five business days after the date they are required to do so, an early amortization event will occur with respect to the Collateral Certificate. This would constitute an early redemption event and could result in an early payment of your Notes. See "The Master Trust--Master Trust Assets" and "--Early Amortization Events" and "Covenants, Events of Default and Early Redemption Events--Early Redemption Events." CLASS B NOTES AND CLASS C NOTES BEAR LOSSES BEFORE CLASS A NOTES Class B Notes of a series are subordinated in right of payment of principal to Class A Notes of that series, and Class C Notes of a series are subordinated in right of payment of principal to Class A Notes and Class B Notes of that series. In general, interest payments on a class of Notes are not subordinated in right of payment to interest payments on any other class of Notes. For a single issuance series, in general no payment of principal on Class B Notes of that series will be made until all principal then due and payable on Class A Notes of that series has been paid in full, and no payment of principal on Class C Notes of that series will be made until all principal then due and payable on Class A Notes and Class B Notes of that series has been paid in full. See "The Notes--Subordination of Principal". For a multiple issuance series, in general payment of principal may be made on Class B Notes or on Class C Notes of that series before payment in full of senior classes of Notes of that series but only if after giving effect to the proposed principal payment there is still a sufficient principal amount of subordinated Notes to support the outstanding senior Notes of that series. See "The Notes--Subordination of Principal" and "Deposit and Application of Funds--Withdrawals from principal funding account." If principal collections allocated to the Collateral Certificate are reallocated to 16 make interest payments on a series of Notes, the full stated principal amount of Class C Notes and Class B Notes of that series may not be repaid. If there is a sale of the credit card receivables owned by the Master Trust due to an insolvency event of either of the Banks or a sale or repurchase of the interest represented by the Collateral Certificate after a default by the servicer of the Master Trust, the net proceeds of the sale allocable to principal payments with respect to the Collateral Certificate will be used first to pay amounts due to Class A Noteholders of a series, next to pay amounts due to Class B Noteholders of that series, and lastly, for amounts due to Class C Noteholders of that series. This could cause a loss to Class C Noteholders, if the amount available to them plus the amount, if any, available under their credit enhancement is not enough to pay the Class C Notes in full. It could also cause a loss to Class B Noteholders if the amount available to them plus the amount, if any, available under their credit enhancement is not enough to pay the Class B Notes in full. YOU MAY NOT BE ABLE TO REINVEST ANY EARLY REDEMPTION PROCEEDS IN A COMPARABLE SECURITY If your Notes are redeemed at a time when prevailing interest rates are relatively low, you may not be able to reinvest the redemption proceeds in a comparable security with an effective interest rate as high as that of your Notes. YOUR ABILITY TO RESELL NOTES MAY BE LIMITED It may be difficult for you to resell your Notes at the time and at the price you desire. We expect that the underwriters of and agents for the Notes will make a market in the Notes, but no underwriter or agent will be required to do so. Even if a secondary market does develop, it may not provide you with liquidity for the Notes, and it may not continue until the maturity of the Notes. In addition, some Notes have a more limited trading market and experience more price volatility because they were designed for specific investment objectives or strategies. There may be a limited number of buyers when you decide to sell those Notes. This may affect the price you receive for the Notes or your ability to sell the Notes at all. You should not purchase Notes unless you understand and know you can bear the investment risks. IF THE RATINGS OF THE NOTES ARE LOWERED OR WITHDRAWN, THEIR MARKET VALUE COULD DECREASE The initial rating of a Note addresses the likelihood of the payment of interest on that Note when due and the ultimate payment of principal of that Note by its legal maturity date. The ratings do not address the possibility of an early payment or acceleration of a Note, which could be caused by an early redemption event or an event of default. See "Covenants, Events of Default and Early Redemption Events --Early Redemption Events" and "--Events of Default." The ratings of the Notes are not a recommendation to buy, hold or sell the Notes. The ratings of the Notes may be lowered or withdrawn entirely at any time by the applicable rating agency. The market value of the Notes could decrease if the ratings are lowered or withdrawn. See "Prospectus Summary--Ratings." 17 ISSUANCE OF ADDITIONAL NOTES MAY AFFECT THE TIMING AND AMOUNT OF PAYMENTS TO YOU The Issuer expects to issue Notes from time to time. New Notes will be issued without notice to existing Noteholders, and without their consent, and may have different terms from outstanding Notes. For a description of the conditions that must be met before the Issuer can issue new Notes, see "The Notes-- Issuances of new series and classes of Notes." The issuance of new Notes could adversely affect the timing and amount of payments on outstanding Notes. Also, when new Notes are issued, the voting rights of your Notes may be diluted. See "Risk Factors --You may have limited control of certain actions under the indenture." CERTAIN LEGAL ASPECTS COULD AFFECT THE TIMING AND AMOUNT OF PAYMENTS TO YOU Transfer of credit card receivables could be a security interest Although the Banks sell credit card receivables to the Master Trust, it is possible that a court could treat those sales as an assignment of collateral as security for the benefit of the holders of the investor certificates in the Master Trust, including the Collateral Certificate. If the transfer of credit card receivables to the Master Trust were deemed to create a security interest under the South Dakota or Nevada Uniform Commercial Code: o A tax or government lien on property of the Banks arising before the credit card receivables came into existence may have priority over the Master Trust's interest, and therefore over the Issuer's interest, in the receivables. o If the FDIC were appointed receiver of one of the Banks, its administrative expenses may also have priority over the Master Trust's interest, and therefore the Issuer's interest, in the receivables. Insolvency or bankruptcy of the Banks could adversely affect you If the FDIC were appointed a conservator or receiver for either of the Banks, then an early amortization event would occur under the pooling and servicing agreement, thus causing an early redemption event for the Notes. Under the terms of the pooling and servicing agreement, no new principal receivables would be transferred to the Master Trust and the Master Trust Trustee would sell the credit card receivables unless holders of more than 50% of the unpaid principal amount of investor certificates of each class of each series, including the Collateral Certificate, the Banks -- other than the insolvent Bank -- and each other holder, if any, of an interest in the Master Trust, give the Master Trust Trustee other instructions. In that event o the Master Trust would terminate; o an early amortization event would occur with respect to the Collateral Certificate, thus causing an early payment of the Notes; and o you would have a loss if proceeds from the sale of the credit card receivables allocable to the Collateral Certificate were insufficient to pay your Notes in full. However, the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, gives the FDIC powers when it is acting as receiver or conservator for a bank, including the power: 18 o to prevent the start of an early amortization period under the pooling and servicing agreement, thereby preventing the termination of the Master Trust and a possible early payment of the Notes; o to continue to require the Banks to transfer new principal receivables to the Master Trust; and o to prevent the early sale, liquidation or disposition of the credit card receivables in the Master Trust. In addition, if Citibank (South Dakota) defaults on its obligations as servicer under the pooling and servicing agreement solely because a conservator or receiver is appointed for it, the conservator or receiver might have the power to prevent either the Master Trust Trustee or the Master Trust certificateholders from appointing a new servicer under the pooling and servicing agreement. We believe that the FDIC, acting as a receiver or conservator of one of the Banks, would not interfere with the continued transfer and liquidation of credit card receivables between that Bank and the Master Trust, as long as o the Bank's transfer of the receivables to the Master Trust is the grant of a valid security interest in the receivables to the Master Trust; o the security interest is validly perfected before the Bank's insolvency and was neither taken in contemplation of the Bank's insolvency nor with the intent to hinder, delay or defraud the Bank or its creditors; and o the pooling and servicing agreement is continuously an official record of the Bank and represents a bona fide and arm's length transaction undertaken for adequate consideration in the ordinary course of business. The FDIC could, however, assert a contrary position, and o avoid the Master Trust's security interest in the credit card receivables; o require the Master Trust Trustee to go through an administrative claims procedure to establish its right to payments collected on the credit card receivables in the Master Trust; o request a stay of proceedings with respect to the insolvent Bank; or o repudiate the pooling and servicing agreement and limit the Master Trust's resulting claim to "actual direct compensatory damages" measured as of the date of receivership. If the FDIC were to take any of those actions, payments of outstanding principal and interest on the Notes could be delayed and possibly reduced. Changes in consumer protection laws may impede Citibank (South Dakota)'s collection efforts The credit card industry is extensively regulated by federal, state and local consumer protection laws. The most significant federal laws are o the Federal Truth-in-Lending Act; o the Equal Credit Opportunity Act; o the Fair Credit Reporting Act; and o the Fair Debt Collection Practices Act. 19 These laws affect how loans are made, enforced and collected. The United States Congress and the states may pass new laws, or may amend existing laws, to regulate further the credit card industry or to reduce finance charges or other fees applicable to credit card accounts. This could make collection of credit card receivables more difficult for Citibank (South Dakota), as servicer, and could decrease the amount of finance charge receivables received by the Master Trust and thus available for interest payments on the Notes. In recent years, interest rates charged by credit card issuers have come under increased scrutiny by consumer groups and lawmakers. Changes in applicable laws could add limitations on the finance charges and other fees related to the credit card accounts. For example, if an interest rate cap were imposed by law at a level substantially lower than the annual percentage rates currently charged on the credit card accounts, the decrease in finance charge collections could result in an early redemption event and a possible early payment of the Notes. The Banks make representations and warranties about their compliance with applicable laws and regulations, and about the validity and enforceability of the credit card receivables and the accounts. These representations and warranties are made for the benefit of the holders of investor certificates under the Master Trust, and are not made for your benefit. If the credit card receivables do not comply with applicable law in all material respects, the Issuer's interest in the receivables will be reassigned to the Banks, and you will have no other remedy. A breach of the representations and warranties by the Banks relating to the credit card receivables and accounts generally results in the Sellers' Interest being reduced by the amount of the reassigned receivables. However, a breach of some representations and warranties results in the Banks paying a reassignment price for the receivables generally equal to the aggregate invested amount of all series of investor certificates, including the Collateral Certificate, issued by the Master Trust, plus accrued and unpaid interest on those certificates. See "The Master Trust--Master Trust Assets." A breach of these representations and warranties could result in a possible early payment of the Notes. COMPETITION IN THE CREDIT CARD INDUSTRY COULD AFFECT THE TIMING AND AMOUNT OF PAYMENTS TO YOU The credit card industry is very competitive and operates in a legal and regulatory environment increasingly focused on the cost of services charged to consumers for credit cards. Through advertising, target marketing, pricing competition and incentive programs, credit card issuers compete to attract and retain customers. The Banks and other credit card issuers may offer cards with lower fees and/or finance charges than the credit card accounts that have been designated as part of the Master Trust. Also, the Banks may solicit existing cardholders to open other accounts with benefits not available under the designated accounts. If cardholders choose to use competing sources of credit, the rate at which new credit card receivables are generated may be reduced and the pattern of payments may be affected. If the credit card receivables decline significantly, the Banks may be required to designate additional accounts to the Master Trust, or an early amortization event with respect to the Collateral Certificate could occur and the Notes could be paid early. In October 1998, the U.S. Justice Department sued MasterCard International Incorporated, VISA U.S.A., Inc. and VISA International, Inc. in the U.S. District Court for the Southern District of New York. The suit asserts that joint control of both the MasterCard and VISA associations by the same group of banks lessens competition and therefore violates the antitrust laws. The government contends that banks should not be permitted to participate in the governance of both associations. The government is also challenging the rules of the 20 associations that restrict banks from issuing American Express or Discover cards. MasterCard and VISA have both stated that they believe the suit to be without merit, and have denied the allegations. However, we cannot predict the outcome of the litigation, or its effect on the competitive environment in the credit card industry. YOU MAY HAVE LIMITED CONTROL OF CERTAIN ACTIONS UNDER THE INDENTURE Under the indenture, Noteholders holding a specified percentage of the aggregate outstanding dollar principal amount of Notes of a series, class or subclass or all the Notes may take certain actions, or may direct the Indenture Trustee to take certain actions, including accelerating the payment of principal of the Notes or consenting to amendments relating to the Collateral Certificate. In the case of votes by series or votes by holders of all of the Notes, the Class A outstanding dollar principal amount will generally be substantially greater than the Class B or Class C outstanding dollar principal amounts. The Class A Noteholders will therefore generally have the ability to determine whether and what actions should be taken. The Class B and Class C Noteholders will generally need the concurrence of the Class A Noteholders to cause actions to be taken. YOUR REMEDIES UPON DEFAULT MAY BE LIMITED Your remedies may be limited if an event of default under your class of Notes occurs. After an event of default and the acceleration of your class of Notes, any funds in the principal funding account and the interest funding account with respect to that class of Notes will be applied to pay principal of and interest on those Notes. After an event of default, until the affected Notes are paid in full, principal collections and finance charge collections allocated to those Notes will be applied to make monthly principal and interest payments on those Notes until the earlier of the date those Notes are paid in full or the legal maturity date of those Notes. However, no principal collections will be allocated to a class of Notes if its nominal liquidation amount is zero, even if the stated principal amount of the Note has not been paid in full, but any funds in the applicable principal funding subaccount that are not reallocated to other classes of that series, any funds in the applicable interest funding subaccount, and in the case of Class C Notes, any funds in the applicable Class C reserve account, will still be available to pay principal of and interest on classes of Notes with a nominal liquidation amount of zero. If your Notes are Class B Notes or Class C Notes, you will receive payment of principal on those Notes only if and to the extent that, after giving effect to that payment, the required subordinated amount will be maintained for the senior classes of Notes in that series. Sale of Credit Card Receivables for Accelerated Class C Notes Holders of Class C Notes will have the ability to cause the sale of receivables by the Master Trust if an event of default and acceleration of those Notes occurs. So long as the conditions specified in "Covenants, Events of Default and Early Redemption Events --Events of Default" are satisfied, credit card receivables in an amount of up to 110% of the nominal liquidation amount of the accelerated class of Class C Notes will be sold to pay the principal of and interest on those Notes. However, even if receivables are sold, the proceeds of that sale will be retained in the principal funding account for those Notes to the extent and for so long as they are required to provide the required subordinated amount for the outstanding Class A Notes and Class B Notes of that series. If receivables 21 are sold, principal collections allocable to that series will be accumulated, if necessary, in the principal funding account for the Class A Notes and Class B Notes of that series to permit funds in the principal funding account for the affected Class C Notes to be released to Class C Noteholders. This accumulation may result in a delay of principal payments to holders of Class C Notes. We cannot assure that the proceeds of the sale of credit card receivables will be enough to pay unpaid principal of and interest on the accelerated Notes. The risk of a shortfall is increased if the nominal liquidation amount of the accelerated Notes has been reduced and not reimbursed. Holders of Class A Notes and Class B Notes will not have the ability to cause the sale of receivables by the Master Trust, even if an event of default and acceleration of those Notes occurs, until the applicable legal maturity date. See "Deposits and Allocations of Funds--Final Payment of Notes." WHERE YOU CAN FIND ADDITIONAL INFORMATION As required by the Securities Act of 1933, we filed a registration statement relating to the securities described in this prospectus with the Securities and Exchange Commission. This prospectus is a part of that registration statement, but the registration statement includes additional information. We will file all required annual, monthly and special reports and other information with the SEC that you may read and copy at the SEC's Public Reference Room in Washington, D.C. You can also request copies of these documents, upon payment of a duplicating fee, by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC's Public Reference Rooms. These filings are also available to the public on the SEC's Internet website, http://www.sec.gov. The SEC allows us to "incorporate by reference" information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus. Information that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or any supplement to this prospectus. We incorporate by reference in this prospectus any future annual, monthly and special reports or proxy materials that we file with the SEC before the termination of the offering of the securities described in this prospectus. You may request a copy of these SEC filings, at no cost, by writing or telephoning the Issuer at the following address: Citibank Credit Card Issuance Trust ------------------ ------------------ You should rely only on the information in this prospectus and any supplement to this prospectus. We have not authorized anyone to provide you with any other information. 22 THE ISSUER Citibank Credit Card Issuance Trust is the issuer of the Notes. It is a Delaware statutory business trust formed by Citibank (South Dakota) and Citibank (Nevada) on _______, _____. The Issuer exists for the exclusive purposes of: o acquiring and holding the Collateral Certificate and other trust assets, including the proceeds of these assets; o issuing series of Notes; o making payments on the Notes; and o engaging in other activities that are necessary or incidental to accomplish these limited purposes. The Issuer is operated pursuant to a trust agreement among Citibank (South Dakota), Citibank (Nevada) and ________________, as trustee. The Issuer does not have any officers or directors. Its manager is Citibank (South Dakota). As manager of the Issuer, Citibank (South Dakota) will generally direct the actions to be taken by the Issuer. The assets of the Issuer consist primarily of: o the Collateral Certificate; o derivative agreements that the Issuer has entered into to manage interest rate or currency risk relating to some of the Notes; and o the trust accounts. The Issuer does not expect to have any other significant assets. Only the Collateral Certificate, the derivative agreements and the trust accounts provide funds for the payment of the Notes . See "Sources of Funds to Pay the Notes--Limited recourse to the Issuer; Security for the Notes." The principal place of business of Citibank Credit Card Issuance Trust is located at c/o ________________, Wilmington, Delaware 19801. Its phone number is ___________. THE OWNERS Citibank (South Dakota), N.A. and Citibank (Nevada), National Association are the sole owners of the beneficial interests in the Issuer. Citibank (South Dakota) is a national banking association and an indirect wholly owned subsidiary of Citigroup Inc. It was formed in 1981 and conducts nationwide consumer lending programs, primarily credit card-related activities. Citibank (South Dakota) is the nation's largest bank credit card issuer. The principal executive office of Citibank (South Dakota) is located at 701 East 60th Street, North, Sioux Falls, South Dakota 57117. Its telephone number is (605) 331-2626. Citibank (Nevada) is a national banking association and an indirect wholly owned subsidiary of Citigroup Inc. It was formed in 1985 and conducts a retail banking business in the Las Vegas, Nevada area and services credit card accounts for some of its affiliates. The 23 principal executive office of Citibank (Nevada) is located at 8725 West Sahara Avenue, Las Vegas, Nevada 89163. Its telephone number is (702) 797-4444. USE OF PROCEEDS The Issuer will pay the net proceeds from the sale of a class of Notes to Citibank (South Dakota) and Citibank (Nevada). THE NOTES The Notes will be issued pursuant to the indenture. The indenture does not limit the aggregate stated principal amount of Notes that may be issued. The Notes will be issued in series. Each series of Notes is expected to consist of Class A Notes, Class B Notes and Class C Notes. Each class of Notes may have subclasses, if we so specify in a supplement to this prospectus. Whenever a "class" of Notes is referred to in this prospectus or any supplement to this prospectus, it also includes all subclasses of that Note, unless the context otherwise requires. The Issuer may issue Class A Notes, Class B Notes and Class C Notes of a series at the same time or at different times, but no Class A Notes or Class B Notes of a series may be issued unless sufficient subordinated Class B Notes and/or Class C Notes of that series have previously been issued and are outstanding. If and to the extent specified in a supplement to this prospectus, the Notes of a series may be included in a group of series for purposes of sharing of principal collections and/or finance charge collections. The Issuer may offer securities denominated in any foreign currency. We will describe the specific terms of any security denominated in a foreign currency in the applicable supplement to this prospectus. If we specify in a supplement to this prospectus, the Noteholders of a particular class will have the benefit of a derivative agreement, including an interest rate or currency swap, cap, collar, guaranteed investment contract or other similar agreement for the exclusive benefit of that class. We will describe any derivative agreement for the benefit of a class and the financial institution that provides it in the applicable supplement to this prospectus. The Issuer will pay principal of and interest on a class of Notes solely from the portion of finance charge collections and principal collections under the Collateral Certificate which are allocated to that class of Notes, amounts in any trust account relating to that class of Notes, and amounts received under any derivative agreement relating to that class of Notes. If those sources are not sufficient to pay the Notes of that class, you will have no recourse to any other assets of the Issuer or any other person or entity for the payment of principal of or interest on those Notes. We will include the following terms of the Notes in a supplement to this prospectus: o the series designation and, if the series will be part of a group of series for purposes of reallocations of principal collections and/or finance charge collections, the manner and extent to which each series in the group will participate in those reallocations; 24 o the stated principal amount of the Notes and whether they are Class A Notes, Class B Notes or Class C Notes or a subclass of any of those classes; o for subordinated classes of Notes, the maximum aggregate amount of principal of those Notes that may be applied to payments on the senior Notes of that series; o the currency of payment of principal of and interest on the Notes, if other than U.S. dollars; o the price at which the Notes will be issued; o the expected principal payment date and legal maturity date of the Notes; o the times at which the Notes may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of those redemption provisions; o the rate per annum at which the Notes will bear interest, if any, or the formula or index on which that rate will be determined, including the relevant definitions, and the date from which interest will accrue; o the interest payment dates for the Notes; o if the Notes are discount Notes or foreign currency Notes, the initial outstanding dollar principal amount of those Notes, and the means for calculating the outstanding dollar principal amount of those Notes; o whether or not application will be made to list the Notes on any stock exchange; o any additional events of default or early redemption events for the Notes; o if the Notes have the benefit of a derivative agreement, the terms of that agreement and the identity of the counterparty to that agreement; and o any other terms of the Notes consistent with the provisions of the indenture. Holders of Notes of any outstanding class or series will not have the right to prior review of, or consent to, any subsequent issuance of Notes. INTEREST Each Note, except zero-coupon discount Notes, will bear interest at either a fixed rate or a floating rate. For each issuance of fixed rate Notes, we will designate in a supplement to this prospectus the fixed rate of interest at which interest will accrue on that Note. For each issuance of floating rate Notes, we will designate in a supplement to this prospectus the interest rate index or other formula on which the interest is based. A discount Note will be issued at a price significantly lower than the stated principal amount payable on that Note's expected principal payment date. Until the expected principal payment date for a discount Note, accreted interest will be capitalized as part of the principal of the Note and reinvested in 25 the Collateral Certificate. The applicable supplement to this prospectus will specify the interest rate to be borne by a discount Note after an event of default or after its expected principal payment date. Each payment of interest on a Note will include all interest accrued from the preceding interest payment date -- or, for the first interest period, from the issuance date -- through the day preceding the current interest payment date, or any other period as may be specified in a supplement to this prospectus. We refer to each period during which interest accrues as an "interest period." Interest on a Note will be due and payable on each interest payment date. If finance charge collections allocable to the Collateral Certificate are less than expected, principal collections allocable to a series of Notes under the Collateral Certificate may be used to pay interest on the senior classes of Notes of that series. However, this reallocation of principal would reduce the invested amount of the Collateral Certificate, as well as the nominal liquidation amount of the subordinated classes of Notes of that series, and thus reduce later principal collections and finance charge collections allocable to the Collateral Certificate unless the principal reduction is reimbursed from excess finance charge collections. See "Deposit and Application of Funds--Allocation of principal collections to accounts." If interest on a Note is not paid within five business days after it is due an event of default will occur with respect to that Note. See "Covenants, Events of Default and Early Redemption Events --Events of Default." PRINCIPAL The timing of payment of principal on a Note will be specified in a supplement to this prospectus. The Issuer expects to pay the stated principal amount of each Note in one payment on that Note's ex pected principal payment date, and the Issuer is obligated to do so if funds are available for that purpose. Principal of a Note may be paid earlier than its expected principal payment date if an early redemption event occurs. See "Covenants, Events of Default and Early Redemption Events --Early Redemption Events." Principal of a Note may be paid later than its expected principal payment date if sufficient funds are not allocable from the Master Trust to the Collateral Certificate, or are not allocable under the Collateral Certificate to the series and class of the Note to be paid. Each Note will have a legal maturity date two years after its expected principal payment date and if the stated principal amount of a Note is not paid in full on its legal maturity date, an event of default will occur with respect to that Note. See "Covenants, Events of Default and Early Redemption Events--Events of Default." See "Risk Factors--You may receive principal payments earlier or later than the expected principal payment date" for a discussion of factors that may affect the timing of principal payments on the Notes. STATED PRINCIPAL AMOUNT, OUTSTANDING DOLLAR PRINCIPAL AMOUNT AND NOMINAL LIQUIDATION AMOUNT OF NOTES 26 In order to understand the subordination of the different classes of Notes and the allocations of funds to different classes of Notes, an investor needs to understand three concepts: o the stated principal amount of the Notes; o the outstanding dollar principal amount of the Notes; and o the nominal liquidation amount of the Notes. Each class of Notes has a stated principal amount, an outstanding dollar principal amount and a nominal liquidation amount. The stated principal amount of a class of Notes is the amount that is stated on the face of the Notes to be payable to the holder. It can be denominated in U.S. dollars or a foreign currency. Unless Notes are discount Notes or foreign currency Notes, the outstanding dollar principal amount will initially be the same as the initial stated principal amount. However, for discount Notes or foreign currency Notes, the outstanding dollar principal amount will initially be an amount stated in, or determined by a formula described in, the applicable supplement to this prospectus. The initial outstanding dollar principal amount of a Note can increase or decrease over time. The outstanding dollar principal amount of a discount Note will increase over time as principal accretes, and the outstanding dollar principal amount of a Note will decrease as a result of each payment of principal of the Note. The nominal liquidation amount of a class of Notes is a U.S. dollar amount based on the outstanding dollar principal amount of that class of Notes, but after deducting all reallocations of principal of that class of Notes to pay interest on senior classes of Notes of that series and allocations of that class of Notes' proportionate share of the charge-offs to the principal receivables held in the Master Trust, all payments of principal of that class of Notes, as well as amounts on deposit in the applicable principal funding subaccount, and adding all reimbursements of those deductions from excess finance charge collections allocated to that Note. In effect, the nominal liquidation amount of a class of Notes corresponds to the portion of the invested amount of the Collateral Certificate that would be allocated to that class of Notes if the Master Trust were liquidated. When a class of Notes is issued, the nominal liquidation amount of that class is the same as the initial outstanding dollar principal amount of that class. If there are no reallocations of principal collections to pay interest on senior classes of Notes in that series and no charge-offs to the principal receivables held in the Master Trust, the nominal liquidation amount of a class of Notes is generally the same as the outstanding dollar principal amount of that class of Notes less amounts on deposit in its principal funding subaccount. The nominal liquidation amount of a class of Notes may be reduced as follows: o If there are charge-offs to the principal receivables held in the Master Trust, the portion of charge-offs allocated to the Collateral Certificate will reduce the invested amount of the Collateral Certificate. The reduction allocated to the Collateral Certificate will then be reallocated among the series of Notes pro rata based on the outstanding dollar principal amount of all Notes in the series. Within each series, the reductions will first be allocated to the Class C Notes of that series, then to the Class B Notes of that series, and finally to the Class A Notes of that series. 27 o If there are reallocations of principal of a subordinated class of Notes to pay interest on the senior classes of Notes of that series, the nominal liquidation amount of the subordinated Notes of that series will be reduced by the amount of the reallocations. These reductions will first be allocated to the Class C Notes of that series, and then to the Class B Notes of that series. Reductions resulting from reallocations of principal may not be allocated to Class A Notes. In a multiple issuance series, these reductions will be allocated to each outstanding subclass of a series, with the same limitations, based on the outstanding dollar principal amount of each subclass. When no more reductions can be allocated to the Class C Notes of that series, the reductions will be allocated to the outstanding Class B Notes of the same series, with the same limitation and allocated within that class of Notes in the same manner, and then to the outstanding Class A Notes of the series, allocated within that class of Notes in the same manner. o The nominal liquidation amount of a class of Notes will also be reduced by payments of principal and amounts on deposit in the applicable principal funding subaccount. If a Note held by the Banks, the Issuer or any of their affiliates is canceled, the nominal liquidation amount of that Note is automatically reduced to zero, with a corresponding automatic reduction in the invested amount of the Collateral Certificate. For a single issuance series, the cumulative amount of reductions allocated to the nominal liquidation amount of any class of Notes cannot exceed the outstanding dollar principal amount of that class. See "Deposit and Application of Funds--Limit on reallocations of funds taken to benefit senior classes of single issuance series." For Class B Notes and Class C Notes of a multiple issuance series, the reductions in the nominal liquidation amount may be allocated to a subclass of Class C Notes and Class B Notes only to the extent that principal of that series is available as described in "Deposit and Application of Funds--Limit on reallocations of funds taken to benefit senior classes of multiple issuance series," and for a subclass of Class A Notes of a multiple issuance series, the cumulative amount of reductions allocated to the nominal liquidation amount cannot exceed the outstanding dollar principal amount of that subclass. Because reductions to the nominal liquidation amount are limited as described in the prior two paragraphs, it is possible that the nominal liquidation amount of a subordinated class will be greater than zero, but no further reductions will be allocated to that class, and any further reductions will be allocated to the next senior class in that series. This can occur, for example, when the nominal liquidation amount of a class of Class C Notes of a series has been reduced to zero as a result of the allocation of credit card account charge-offs to that class and the reallocation of principal collections from that class to pay interest on senior classes, but the reduction in the Class C nominal liquidation amount is later reimbursed from excess finance charge collections. Because the Class C nominal liquidation amount has been reduced to zero, the Class A Notes and Class B Notes of that series have received the full benefit of the subordination of the Class C Notes, and no further reductions will be allocated to the Class C Notes, even if the Class C Notes later have a positive nominal liquidation amount from reimbursements. However, in the case of multiple issuance series, reimbursements of reductions in the nominal liquidation amount 28 of subordinated classes of Notes may be counted toward the required subordinated amount of senior classes of that series, but only for subclasses that are issued after the date of reimbursement. See "--Subordination of Principal." Allocations of charge-offs to the principal receivables held in the Master Trust and reallocations of principal collections that are allocated to a series of Notes reduce the nominal liquidation amount of outstanding Notes only, and do not affect Notes that are issued afterwards. Within a class of a multiple issuance series, reductions in the nominal liquidation amount are allocated to each subclass pro rata based on the outstanding dollar principal amount of each subclass. The nominal liquidation amount of a class of Notes may not be reduced below zero. Until a class of Notes has reached its legal maturity date, it is possible for a nominal liquidation amount that has been reduced -- even reduced to zero -- to be increased by allocations of excess finance charge collections. There are two ways in which the nominal liquidation amount of a Note can be increased. However, the nominal liquidation amount can never be increased above the outstanding dollar principal amount of the applicable Note, less amounts on deposit in the applicable principal funding subaccount. o For a class of discount Notes, the nominal liquidation amount of that class will increase over time as principal accretes, to the extent that finance charge receivables are allocated to that class for that purpose. o If there have been reductions in the nominal liquidation amount of a class of Notes from losses on the principal receivables which have been allocated to that class of Notes, or from reallocations of principal collections to pay interest on a senior class of the same series of Notes, those reductions can be reimbursed from excess finance charge collections which are allocated to the Collateral Certificate. Excess finance charge collections which are allocated to the Collateral Certificate may be used to increase the invested amount of the Collateral Certificate. These increases in the invested amount of the Collateral Certificate will be allocated to each series that has a class of Notes with a nominal liquidation amount lower than its outstanding dollar principal amount pro rata based on the amounts of those deficiencies. Within each series, the increases in the invested amount will be allocated first, to any Class A Notes with a deficiency in their nominal liquidation amount, second, to any Class B Notes with a deficiency in their nominal liquidation amount, and third, to any Class C Notes with a deficiency in their nominal liquidation amounts. In multiple issuance series, the increases will be allocated to each subclass of a class pro rata based on the deficiency in the nominal liquidation amount in each subclass. The nominal liquidation amount is used to calculate the maximum amount of funds that may be reallocated from a class of Notes to pay interest on a senior class of Notes of the same series, and to calculate the amount of principal collections that can be allocated for payment to a class of Notes, or paid to the counterparty to a derivative agreement, if applicable. This means that if the nominal liquidation amount of a class of Notes has been reduced by charge-offs to the principal receivables held in the Master Trust or by reallocations of principal collections to pay interest on senior classes of Notes, the holders of Notes with the reduced nominal liquidation amount may receive less than the full stated 29 principal amount of their Notes, either because the amount of U.S. dollars allocated to pay them is less than the outstanding dollar principal amount of the Notes, or because the amount of U.S. dollars allocated to pay the counterparty to a derivative agreement is less than the amount necessary to obtain enough of the applicable foreign currency for payment of their Notes in full. The aggregate nominal liquidation amount of all Notes will be equal to the invested amount of the Collateral Certificate, but if there are losses on the principal receivables in the Master Trust or reallocations of principal of a subordinated class of Notes to pay interest on a senior class of Notes, then the aggregate nominal liquidation amount of all Notes plus any amounts on deposit in the principal funding account will be less than the outstanding dollar principal amount of the Notes. Unless that deficiency is reimbursed through the reinvestment of excess finance charge collections in the Collateral Certificate, the stated principal amount of some Notes will not be paid in full. SUBORDINATION OF PRINCIPAL Principal payments on Class B Notes and Class C Notes of a series are subordinated to payments on Class A Notes of that series. Subordination of Class B Notes and Class C Notes of a series provides credit enhancement for Class A Notes of the that series. Principal payments on Class C Notes of a series are subordinated to payments on Class A Notes and Class B Notes of that series. Subordination of Class C Notes of a series provides credit enhancement for the Class A Notes and Class B Notes of that series. In a single issuance series, no principal payments will be made on a subordinated class of Notes of a series until all principal then due and payable on the senior classes of Notes of that series has been paid in full. There are three exceptions to this rule. The first exception is if the nominal liquidation amount of a subordinated class has been reduced as a result of an allocation of charge-offs of principal receivables to that class or reallocation of principal collections from that class to pay interest on a senior class, and that reduction is later reimbursed from excess finance charge collections. The amount of that reimbursement is no longer subordinated to the senior classes of that series and may be paid to the holders of the subordinated class while Notes of senior classes are still outstanding. See "The Notes--Subordination of Principal." The second exception occurs when the senior classes of Notes have been prefunded as described in "Deposit and Application of Funds--Targeted deposits of principal collections to the principal funding account--Prefunding of the Principal Funding Account of Senior Classes." The third exception occurs when Class C Notes are paid with funds available from the applicable Class C reserve subaccount. See "Deposit and Application of Funds--Withdrawals from the Class C Reserve Account." In a multiple issuance series , payment of principal may be made on a subordinated class of Notes of that series before payment in full of each senior class of Notes of that series but if only after giving effect to the proposed principal payment there is still a sufficient principal amount of subordinated Notes to support the outstanding senior Notes of that series. See "Deposit and Application of Funds--Limit on repayment of multiple issuance series." For example, if a subclass of Class A Notes has matured and been repaid, this generally means that at least some Class B Notes and Class C Notes may be repaid, even if other subclasses of Class A Notes are outstanding and require reallocation of principal 30 collections from subordinated classes. Also, if the nominal liquidation amount of a subordinated class has been reduced as a result of allocation of charge-offs to the principal receivables held in the Master Trust to that class or reallocation of principal collections from that class to pay interest on a senior class, and that reduction is later reimbursed from excess finance charge collections, then the amount of that reimbursement is no longer subordinated to the senior classes of Notes of that series that were outstanding before the date of reimbursement and may be paid to the holders of the subordinated class while those Notes of senior classes are still outstanding. However, that reimbursed amount of a subordinated class of Notes is subordinated to the senior classes of Notes that are issued on or after the date of the reimbursement. In addition, subordinated classes of Notes of a multiple issuance series may be paid before senior classes if the senior classes of Notes have been prefunded as described in "Deposit and Application of Funds--Targeted deposits of principal collections to the principal funding account--Prefunding of the Principal Funding Account of Senior Classes," and Class C Notes may be with funds available from the applicable Class C reserve subaccount. See "Deposit and Applciation of Funds--Withdrawals from the Class C Reserve Account." The payment of accrued interest on a class of Notes of a series is not senior to or subordinated to payment of interest on any other class of Notes of that series. However, in the case of a discount Note, the accreted principal of that Note corresponding to capitalized interest will be senior or subordinated to the same extent that principal is senior or subordinated. REDEMPTION AND EARLY REDEMPTION OF NOTES Each class of Notes will be subject to mandatory redemption on its expected principal payment date, which will be two years before its legal maturity date. If we specify in a supplement to this prospectus the Issuer may, at its option, redeem the Notes of any class before its expected principal payment date. The supplement will indicate at what times the Issuer may exercise that right of redemption and if the redemption may be made in whole or in part as well as any other terms of the redemption. The Issuer will give notice to holders of the affected Notes before any optional redemption date. If we so specify in a supplement to this prospectus a Noteholder may, at its option, require the Issuer to redeem Notes before the expected principal payment date. The supplement will indicate at what times a Noteholder may exercise that right of redemption and if the redemption may be made in whole or in part as well as any other terms of the redemption. In addition, if an early redemption event occurs, the Issuer will be required to redeem each class of affected Notes before the Note's expected principal payment date, to the extent that funds are available. The Issuer will give notice to holders of the affected Notes before an early redemption date. See "Covenants, Events of Default and Early Redemption Events --Early Redemption Events" for a description of the early redemption events and their consequences to holders of Notes. Whenever the Issuer is required to redeem a class of Notes before its legal maturity date, it will do so only if funds allocated to the Collateral Certificate are allocated to that class of Notes. A Noteholder will have no claim against the Issuer if the Issuer fails to make a 31 required redemption of Notes because no funds are available for that purpose, and the failure to redeem under these circumstances will not be an event of default. ISSUANCES OF NEW SERIES AND CLASSES OF NOTES The Issuer may issue new series of Notes, so long as the conditions of issuance are met. These conditions include: o on or before the fourth business day before a new issuance of Notes, the Issuer gives the Indenture Trustee and the rating agencies notice of the issuance; o the Issuer has delivered to the Indenture Trustee a certificate that the Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date (1) cause an early redemption event or event of default, (2) adversely affect the amount or timing of payments to holders of Notes of any series or (3) adversely affect the security interest of the Indenture Trustee in the collateral securing the outstanding Notes; o the Issuer has delivered to the Indenture Trustee and the rating agencies an opinion of counsel that for Federal and South Dakota income and franchise tax purposes (1) the new issuance will not adversely affect the characterization as debt of any outstanding series or class of investor certificates issued by the Master Trust, other than the Collateral Certificate, (2) the new issuance will not cause a taxable event to holders of investor certificates and (3) following the new issuance, the Master Trust will not be an association, or publicly traded partnership, taxable as a corporation; o the Issuer has delivered to the Indenture Trustee and the rating agencies an opinion of counsel that for federal and Delaware income and franchise tax purposes (1) following the new issuance, the Issuer will not be an association, or publicly traded partnership, taxable as a corporation, (2) the new Notes will be properly characterized as debt and (3) the new issuance will not adversely affect the characterization of the Notes of any other series or class as debt and will not cause a taxable event to holders of any of those Notes; o as of the date of the new issuance and after giving effect to the issuance, the weighted average rate of interest accruing -- or accreting -- and payable by the Issuer with respect to all classes of Notes, after giving effect to all payments to be received under performing derivative agreements, will not be greater than ___% per annum; o at the time of the new issuance, the ratings condition described in the "Prospectus Summary" is satisfied; o no early amortization event with respect to the Collateral Certificate has occurred and is continuing as of the date of the new issuance; o in the case of an issuance of a class of foreign currency Notes or floating rate Notes with an interest rate based on an index other than LIBOR or [ ], the Issuer has obtained confirmation from the applicable rating agencies that the issuance of those Notes will not result in a reduction or withdrawal 32 of the rating of any outstanding Notes rated by that rating agency; o the invested amount of the Collateral Certificate is increased by an amount equal to the initial outstanding dollar principal amount of the Notes issued in the new issuance; and o any other conditions specified in any supplement to this prospectus are satisfied. The Issuer may also issue additional classes or subclasses of Notes of currently outstanding multiple issuance series, so long as the conditions of issuance are met. These conditions include: > o on or before the fourth business day before a new issuance of Notes, the Issuer gives the Indenture Trustee and the rating agencies notice of the new issuance; o the Issuer delivers to the Indenture Trustee and the rating agencies a certificate that the Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date (1) cause an early redemption event or event of default, (2) adversely affect the amount or timing of payments to holders of Notes of any series or (3) adversely affect the security interest of the Indenture Trustee in the collateral securing the outstanding Notes; o if the initial outstanding dollar principal amount of the newly-issued Notes equals or exceeds $250 million, or if any condition to issuance is waived, the Issuer has delivered to the Indenture Trustee and the rating agencies an opinion of counsel that for Federal and South Dakota income and franchise tax purposes (1) the new issuance will not adversely affect the characterization as debt of any outstanding series or class of investor certificates issued by the Master Trust, other than the Collateral Certificate, (2) the new issuance will not cause a taxable event to holders of investor certificates and (3) following the new issuance, the Master Trust will not be an association, or publicly traded partnership, taxable as a corporation ; o if the initial outstanding dollar principal amount of the newly-issued Notes equals or exceeds $250 million, or if any condition to issuance is waived, the Issuer has delivered to the Indenture Trustee and the rating agencies an opinion of counsel that for Federal and Delaware income and franchise tax purposes (1) following the new issuance, the Issuer will not be an association or publicly traded partnership taxable as a corporation, (2) the new Notes will be properly characterized as debt, and (3) the new issuance will not adversely affect the characterization of the Notes of any other series or class as debt and will not cause a taxable event to holders of any of those Notes; o as of the date of the new issuance and after giving effect to the issuance, the weighted average rate of interest accruing -- or accreting -- and payable by the Issuer with respect to all classes of Notes, after giving effect to all payments to be received under performing derivative agreements, will not be greater than ___% per annum; o at the time of the new issuance, the ratings condition described in the "Prospectus Summary" is satisfied; 33 o no early amortization event with respect to the Collateral Certificate has occurred and is continuing as of the date of the new issuance; o in the case of an issuance of a class of foreign currency Notes or floating rate Notes with an interest rate based on an index other than LIBOR or [ ], the Issuer has obtained confirmation from the applicable rating agencies that the issuance of those Notes will not result in a reduction or withdrawal of the rating of any outstanding Notes rated by that rating agency; o the invested amount of the Collateral Certificate is increased by an amount equal to the initial outstanding dollar principal amount of the Notes issued in the new issuance; and o any other conditions specified in any supplement to this prospectus are satisfied. In addition to the conditions set forth in the prior paragraph, no Class A Notes or Class B Notes of a multiple issuance series may be issued unless the required subordinated amount of subordinated classes for that class of Notes is available at the time of its issuance, as described in the following two paragraphs. In order to issue Class A Notes of a multiple issuance series, the Issuer must calculate the available amount of Class B Notes and Class C Notes of that series. This is done by computing the following: o the aggregate nominal liquidation amount of all outstanding Class B Notes, plus all funds on deposit in the applicable principal funding subaccounts, on that date, after giving effect to any allocations to issuances or repayments of Class B Notes to be made on that date; o plus the aggregate nominal liquidation amount of Class B Notes that has already been used to benefit outstanding Class A Notes, which is equal to all reductions in the nominal liquidation amount of all Class B Notes of that series that will be outstanding immediately after giving effect to the issuance, but only for the reductions which have occurred since the earliest issuance date of a Class A Note of that series that will be outstanding after giving effect to the issuance; and o minus the aggregate amount of the Class A required subordinated amount of Class B Notes for all other Class A Notes of that series which are outstanding on that date after giving effect to any issuances or repayments in full of any Class A Notes to be made on that date. The calculation in the prior paragraph will also be made in the same manner for calculating the subordinated amount of Class C Notes required for Class A Notes and the subordinated amount of Class C Notes required for Class B Notes. However, if the Issuer obtains confirmation from each rating agency that has rated any outstanding Notes that the new series, class or subclass of Notes to be issued will not cause a reduction or withdrawal of the ratings of any outstanding Notes rated by that rating agency then the following conditions to issuance may be waived: o as of the date of the new issuance and after giving effect to the issuance, the 34 weighted average rate of interest accruing -- or accreting -- and payable by the Issuer with respect to all classes of Notes, after giving effect to all payments to be received under performing derivative agreements, will not be greater than ___% per annum; o at the time of the new issuance, the ratings condition described in the "Prospectus Summary" is satisfied; and o the invested amount of the Collateral Certificate is increased by an amount equal to the outstanding dollar principal amount of the Notes issued in the new issuance. The Issuer and the Indenture Trustee are not required to obtain the consent of any Noteholder of any outstanding series or class to issue any additional Notes. REQUIRED SUBORDINATED AMOUNT Unless specified otherwise in the applicable supplement to this prospectus for a series of Notes, on the date of issuance of Class A Notes of a multiple issuance series, the required subordinated amount for Class B Notes will be __% and for Class C Notes __%, in each case expressed as a percentage of the initial outstanding dollar principal amount of Class A Notes, and on the date of issuance of Class B Notes, the required subordinated amount for Class C Notes will be __%, expressed as a percentage of the initial outstanding dollar principal amount of Class B Notes. For discount Notes of a senior class, the method of calculating the required subordinated amount will be set forth in the applicable supplement to this prospectus. The Issuer may change these subordination levels at any time without the consent of any Noteholders so long as the Issuer has received confirmation from the rating agencies that have rated any outstanding Notes of that series that the change in the subordination levels will not result in the rating assigned to any outstanding Notes in that series to be withdrawn or reduced, and an opinion of counsel that for Federal and South Dakota income and franchise tax purposes (1) the change will not adversely affect the characterization as debt of any outstanding series or class of investor certificates issued by the Master Trust, other than the Collateral Certificate, (2) the change will not cause a taxable event to holders of investor certificates and (3) following the change, the Master Trust will not be an association, or publicly traded partnership, taxable as a corporation. PAYMENTS ON NOTES; PAYING AGENT The Notes will be issued in book-entry form and payments of principal of and interest on the Notes will be made in U.S. dollars as described under "--Book-Entry Notes" unless the stated principal amount of the Notes is denominated in a foreign currency. The Issuer and the Indenture Trustee, and any agent of the Issuer or the Indenture Trustee, will treat the registered holder of any Note as the absolute owner of that Note, whether or not the Note is overdue and notwithstanding any notice to the contrary, for the purpose of making payment and for all other purposes. The Issuer will make payments on a Note to the registered holder of the Note at the close of business on the record date established for the related payment date. 35 The Issuer has designated the corporate trust office of Citibank, N.A., in New York City as its paying agent for the Notes of each series. The Issuer will identify any other agents appointed to serve as paying agents on Notes of a series or class in a supplement to this prospectus. The Issuer may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts. However, the Issuer will be required to maintain a paying agent in each place of payment for a series or class of Notes. After notice by publication, all funds paid by the Issuer to a paying agent for the payment of the principal of or interest on any Note of any series which remains unclaimed at the end of two years after the principal or interest becomes due and payable will be repaid to the Issuer. After funds are repaid to the Issuer, the holder of that Note may look only to the Issuer for payment of that principal or interest. DENOMINATIONS The Notes offered by this prospectus will be issued in denominations of $1,000 and multiples of $1,000 in excess of that amount. RECORD DATE The record date for payment of the Notes will be the last day of the month before the related payment date. GOVERNING LAW The laws of the State of New York will govern the Notes and the indenture. FORM, EXCHANGE, AND REGISTRATION AND TRANSFER OF NOTES The Notes offered by this prospectus will be issued in registered form. The Notes will be represented by one or more global notes registered in the name of The Depository Trust Company, as depositary, or its nominee. We refer to each beneficial interest in a global note as a "book-entry note." For a description of the special provisions that apply to book-entry notes, see "Book-Entry Notes" below. A holder of Notes may exchange those Notes for other Notes of the same class of any authorized denominations and of the same aggregate stated principal amount and tenor. Any holder of a Note may present that Note for registration of transfer, with the form of transfer properly executed, at the office of the security registrar or at the office of any transfer agent that the Issuer designates. Holders of Notes will not be charged any service charge for the exchange or transfer of their Notes. Holders of Notes that are to be transferred or exchanged will be liable for the payment of any taxes and other governmental charges described in the indenture before the transfer or exchange will be completed. The security registrar or transfer agent, as the case may be, will effect a transfer or exchange when it is satisfied with the documents of title and identity of the person making the request. The Issuer has appointed Citibank, N.A. as the security registrar. The Issuer may at any time rescind the designation of any transfer agent or approve a change in the location through which any transfer agent acts. However, the Issuer will be required to maintain a transfer agent 36 in each place of payment for a series or class of Notes. The Issuer may at any time designate additional transfer agents for any series or class of Notes. BOOK-ENTRY NOTES The Notes offered by this prospectus will be in book-entry form. This means that, except under the limited circumstances described under the subheading "Definitive Notes" below, purchasers of Notes will not be entitled to have the Notes registered in their names and will not be entitled to receive physical delivery of the Notes in definitive paper form. Instead, upon issuance, all the Notes of a class will be represented by one or more fully registered permanent global notes, without interest coupons. Each global note will be deposited with a securities depositary named The Depository Trust Company and will be registered in the name of its nominee, Cede & Co. No global note representing book-entry notes may be transferred except as a whole by DTC to a nominee of DTC, or by a nominee of DTC to another nominee of DTC. Thus, DTC or its nominee will be the only registered holder of the Notes and will be considered the sole representative of the beneficial owners of Notes for purposes of the indenture. The registration of the global notes in the name of Cede & Co. will not affect beneficial ownership and is performed merely to facilitate subsequent transfers. The book-entry system, which is also the system through which most publicly traded common stock is held, is used because it eliminates the need for physical movement of securities. The laws of some jurisdictions, however, may require some purchasers to take physical delivery of their Notes in definitive form. These laws may impair the ability to transfer book-entry notes. Purchasers of Notes in the United States can hold interests in the global notes only through DTC, if they are participants in that system. Purchasers may also hold interests indirectly through a participant such as a bank, brokerage house or other institution that maintains securities accounts for customers that has an account with DTC or its nominee. Purchasers of Notes in Europe can hold interests in the global notes only through Cedelbank, societe anonyme, or through Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear system, if they are participants in those systems or indirectly through organizations that are participants in those systems. Because DTC will be the only registered owner of the global notes, Cedelbank and Euroclear will hold positions through their respective U.S. depositaries, which in turn will hold positions on the books of DTC. Citibank, N.A. will act as U.S. depositary for Cedelbank, and The Chase Manhattan Bank will act as U.S. depositary for Euroclear. As long as the Notes are in book-entry form, they will be evidenced solely by entries on the books of DTC, its participants and any indirect participants. DTC will maintain records showing o the ownership interests of its participants, including the U.S. depositaries; and o all transfers of ownership interests between its participants. The participants and indirect participants, in turn, will maintain records showing o the ownership interests of their customers, including indirect participants, that hold the Notes through those participants; and 37 o all transfers between these persons. Thus, each beneficial owner of a book-entry note will hold its Note indirectly through a hierarchy of intermediaries, with DTC at the "top" and the beneficial owner's own securities intermediary at the "bottom." The Issuer, the Indenture Trustee and their agents will not be liable for the accuracy of, and are not responsible for maintaining, supervising or reviewing DTC's records or any participant's records relating to book-entry notes. The Issuer, the Indenture Trustee and their agents also will not be responsible or liable for payments made on account of the book-entry notes. Until definitive notes are issued to the beneficial owners as described under the subheading "Definitive Notes" below, all references to "holders" of Notes means DTC. The Issuer, the Indenture Trustee and any paying agent, transfer agent or securities registrar may treat DTC as the absolute owner of the Notes for all purposes. Beneficial owners of book-entry notes should realize that the Issuer will make all distributions of principal and interest on their Notes to DTC and will send all required reports and notices solely to DTC as long as DTC is the registered holder of the Notes. DTC and the participants are generally required by law to receive and transmit all distributions, notices and directions from the Indenture Trustee to the beneficial owners through the chain of intermediaries. Similarly, the Indenture Trustee will accept notices and directions solely from DTC. Therefore, in order to exercise any rights of a holder of Notes under the indenture, each person owning a beneficial interest in the Notes must rely on the procedures of DTC and, in some cases, Cedelbank or Euroclear. If the beneficial owner is not a participant in that system, then it must rely on the procedures of the participant through which that person owns its interest. DTC has advised the Issuer that it will take actions under the indenture only at the direction of its participants, which in turn will act only at the direction of the beneficial owners. Some of these actions, however, may conflict with actions it takes at the direction of other participants and beneficial owners. Notices and other communications by DTC to participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners will be governed by arrangements among them. Beneficial owners of book-entry notes should also realize that book-entry notes may be more difficult to pledge because of the lack of a physical note. Beneficial owners may also experience delays in receiving distributions on their Notes since distributions will initially be made to DTC and must be transferred through the chain of intermediaries to the beneficial owner's account. The Depository Trust Company DTC is a limited-purpose trust company organized under the New York Banking Law and is a "banking institution" within the meaning of the New York Banking Law. DTC is also a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities deposited by its participants and to facilitate the clearance and settlement of securities transactions among its 38 participants through electronic book-entry changes in accounts of the participants, thus eliminating the need for physical movement of securities. DTC is owned by a number of its participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. The rules applicable to DTC and its participants are on file with the Securities and Exchange Commission. DTC's management is aware that some computer applications, systems, and the like for processing dates that are dependent upon calendar dates, including dates before, on, and after January 1, 2000, may encounter "Year 2000 problems." DTC has informed its participants and other members of the financial community that it has developed and is implementing a program so that its systems, as they relate to the timely payment of distributions, including principal and interest payments, to securityholders, book-entry deliveries, and settlement of trades within DTC, continue to function appropriately. This program includes a technical assessment and a remediation plan, each of which is complete. Additionally, DTC's plan includes a testing phase, which is expected to be completed within appropriate time frames. However, DTC's ability to perform its services is also dependent upon other parties, including issuers and their agents, as well as third party vendors from whom DTC licenses software and hardware and third party vendors on whom DTC relies for information or the provision of services, including telecommunication and electrical utility service providers. DTC has informed the industry that it is contacting, and will continue to contact, third party vendors from whom DTC acquires services to: o impress upon them the importance of their services being Year 2000 compliant; and o determine the extent of their efforts for Year 2000 remediation and, as appropriate, testing, of their services. In addition, DTC is in the process of developing such contingency plans as it deems appropriate. Cedelbank Cedelbank is registered as a bank in Luxembourg and is regulated by the Banque Centrale du Luxembourg, the Luxembourg Central Bank, which supervises Luxembourg banks. Cedelbank holds securities for its customers and facilitates the clearance and settlement of securities transactions by electronic book-entry transfers between their accounts. Cedelbank provides various services, including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Cedelbank also deals with domestic securities markets in over 30 countries through established depository and custodial relationships. Cedelbank has established an electronic bridge with Euroclear in Brussels to facilitate settlement of trades between Cedelbank and Euroclear. Cedelbank currently accepts over 110,000 securities issues on its books. Cedelbank's customers are worldwide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Cedelbank's U.S. customers are limited to securities brokers and dealers, and banks. Currently, Cedelbank has approximately 2,000 customers located in over 80 countries, including all major European countries, Canada, and the United States. Indirect access to Cedelbank is available to other institutions that clear through or maintain a custodial relationship with an account holder of Cedelbank. 39 Euroclear System Euroclear was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment. This system eliminates the need for physical movement of securities and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. The Euroclear Operator is the Brussels, Belgium office of Morgan Guaranty Trust Company of New York, under contract with Euro-clear Clearance Systems S.C., a Belgian cooperative corporation, known as the "Cooperative." The Euroclear Operator conducts all operations. All Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks, including central banks, securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. The Euroclear Operator is the Belgian branch of a New York banking corporation which is a member bank of the Federal Reserve System. For this reason, it is regulated and examined by the Board of Governors of the Federal Reserve System and the New York State Banking Department, as well as the Belgian Banking Commission. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law. These Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific securities to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants. This information about DTC, Cedelbank and Euroclear has been provided by each of them for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind. Distributions on Book-Entry Notes The Issuer will make distributions of principal of and interest on book-entry notes to DTC. These payments will be made in immediately available funds by the Issuer's paying agent, Citibank, N.A., at the office of the paying agent in New York City that the Issuer designates for that purpose. In the case of principal payments, the global notes must be presented to the paying agent in time for the paying agent to make those payments in immediately available funds in accordance with its normal payment procedures. Upon receipt of any payment of principal of or interest on a global note, DTC will immediately credit the accounts of its participants on its book-entry registration and transfer system. DTC will credit those accounts with payments in amounts proportionate to the participants' respective beneficial interests in the stated principal amount of the global note as 40 shown on the records of DTC. Payments by participants to beneficial owners of book-entry notes will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of those participants. Distributions on book-entry notes held beneficially through Cedelbank will be credited to cash accounts of Cedelbank participants in accordance with its rules and procedures, to the extent received by its U.S. depositary. Distributions on book-entry notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the Terms and Conditions, to the extent received by its U.S. depositary. In the event definitive Notes are issued, distributions of principal and interest on definitive Notes will be made by the Issuer directly to the holders of the definitive Notes in whose names the definitive Notes were registered at the close of business on the related record date. Global Clearance and Settlement Procedures Initial settlement for the Notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC's rules and will be settled in immediately available funds using DTC's Same-Day Funds Settlement System. Secondary market trading between Cedelbank participants and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Cedelbank and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds. Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Cedelbank or Euroclear participants, on the other, will be effected in DTC in accordance with DTC's rules on behalf of the relevant European international clearing system by the U.S. depositaries. However, cross-market transactions of this type will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines, European time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depository to take action to effect final settlement on its behalf by delivering or receiving Notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Cedelbank participants and Euroclear participants may not deliver instructions directly to DTC. Because of time-zone differences, credits to Notes received in Cedelbank or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and will be credited the business day following a DTC settlement date. The credits to or any transactions in the Notes settled during processing will be reported to the relevant Euroclear or Cedelbank participants on that business day. Cash received in Cedelbank or Euroclear as a result of sales of Notes by or through a Cedelbank participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date, but will be available in the relevant Cedelbank or Euroclear cash account only as of the business day following settlement in DTC. Although DTC, Cedelbank and Euroclear have agreed to these procedures in order to 41 facilitate transfers of Notes among participants of DTC, Cedelbank and Euroclear, they are under no obligation to perform or continue to perform these procedures and these procedures may be discontinued at any time. Definitive Notes Beneficial owners of book-entry notes may exchange those notes for definitive notes registered in their name only if: o DTC is unwilling or unable to continue as depository for the global note and the Issuer or the Indenture Trustee is unable to find a qualified replacement for DTC; o the Issuer, in its sole discretion, elects to terminate the book-entry system through DTC; or o any event of default has occurred with respect to those book-entry notes, and beneficial owners evidencing not less than 50% of the unpaid outstanding dollar principal amount of the Notes of that class advise the Indenture Trustee and DTC that the continuation of a book entry system is no longer in the best interests of those beneficial owners. If any of these three events occurs, DTC is required to notify the beneficial owners through the chain of intermediaries that the definitive notes are available. The appropriate global note will then be exchangeable in whole for definitive notes in registered form of like tenor and of an equal aggregate stated principal amount, in specified denominations. Definitive notes will be registered in the name or names of the person or persons specified by DTC in a written instruction to the registrar of the Notes. DTC may base its written instruction upon directions it receives from its participants. Thereafter, the holders of the definitive notes will be recognized as the "holders" of the Notes under the indenture. REPLACEMENT OF NOTES The Issuer will replace at the expense of the holder any mutilated Note, upon surrender of that Note to the Indenture Trustee. The Issuer will replace at the expense of the holder any Notes that are destroyed, lost or stolen upon delivery to the Indenture Trustee of evidence of the destruction, loss or theft of those Notes satisfactory to the Issuer and the Indenture Trustee. In the case of a destroyed, lost or stolen Note, the Issuer and the Indenture Trustee may require the holder of the Note to provide an indemnity satisfactory to the Indenture Trustee and the Issuer before a replacement Note will be issued. ACQUISITION AND CANCELATION OF NOTES BY THE ISSUER AND THE BANKS The Issuer, the Banks and their affiliates may acquire Notes in the open market or otherwise. The Issuer, the Banks and their affiliates may cause the Notes acquired by them to be canceled and Notes so canceled will no longer be outstanding. However, any cancelation of Notes will observe the same limitations for payments of subordinated classes as described in "Deposit and Application of Funds--Limit on repayments of subordinated classes of single issuance series" and "--Limit on repayments of subordinated classes of multiple 42 issuance series." SOURCES OF FUNDS TO PAY THE NOTES THE COLLATERAL CERTIFICATE The primary source of funds for the payment of principal of and interest on the Notes is the Collateral Certificate issued by the Master Trust to the Issuer. For a description of the Master Trust and its assets, see "The Master Trust." The Collateral Certificate represents an undivided interest in the assets of the Master Trust. The assets of the Master Trust consist primarily of credit card receivables arising in selected MasterCard and VISA* revolving credit card accounts, which have been transferred by the Banks. The amount of credit card receivables in the Master Trust will fluctuate from day to day as new receivables are generated or added to or removed from the Master Trust and as other receivables are collected, charged off as uncollectible, or otherwise adjusted. The Collateral Certificate has a fluctuating invested amount, representing the investment of that certificate in credit card receivables, equal to o the aggregate outstanding dollar principal amount of the Notes; o minus the amount of losses on the credit card receivables allocated to the Collateral Certificate; o minus the amount of reallocations of principal collections on the Collateral Certificate that are applied to pay interest on the Notes; o plus the amount of reimbursements of losses on the credit card receivables and reimbursements of reductions from reallocations of principal collections, made from excess finance charge collections which are allocated to the Collateral Certificate; and o minus the aggregate amount on deposit in the principal funding account for the outstanding Notes. The invested amount of the Collateral Certificate will be the same as the total nominal liquidation amount of the outstanding Notes. The Collateral Certificate has no specified interest rate. The Issuer, as holder of the Collateral Certificate, is entitled to receive its allocable share of cash collections from two kinds of credit card receivables payable to the Master Trust: finance charge receivables and principal receivables. Finance charge receivables are all periodic finance charges, annual membership fees, cash advance fees and late charges on amounts charged for merchandise and services, ______________ * MasterCard and VISA are registered trademarks of MasterCard International Incorporated and VISA U.S.A., Inc., respectively. 43 interchange, which is described below in this paragraph, and some other fees designated by the Banks. Principal receivables are all amounts charged by cardholders for merchandise and services, amounts advanced to cardholders as cash advances and all other fees billed to cardholders on the credit card accounts. Recoveries of charged-off receivables are credited to the category from which they were charged off. "Interchange" consists of fees received by Citibank (South Dakota), as a credit card-issuing bank, from MasterCard International and VISA as partial compensation for taking credit risk, absorbing fraud losses and funding receivables for a limited period before initial billing. Interchange varies from approximately 1% to 2% of the transaction amount, but these amounts may be changed by MasterCard International or VISA. In general, the allocable share of monthly collections of finance charge receivables and principal receivables available to the Collateral Certificate, to other series of investor certificates issued by the Master Trust and to the Sellers' Interest is determined as follows: o first, collections of finance charge receivables and collections of principal receivables are allocated among the different series of certificates issued by the Master Trust, including the Collateral Certificate pro rata based on the invested amount of each series; and o second, following the allocation to each series, collections of finance charge receivables and principal receivables are further allocated between the holders of each series of investor certificates under the Master Trust and the Banks pro rata based on the aggregate invested amount of the investor certificates and the principal receivables allocable to the Sellers' Interest . In general, the invested amount of each other series of certificates issued by the Master Trust will equal the stated dollar amount of participation certificates issued to investors in that series less unreimbursed losses allocated to those investors, principal payments made to those investors and deposits made to any principal funding account for the series. The Sellers' Interest, which is owned by Citibank (South Dakota) and Citibank (Nevada), represents the interest in the principal receivables in the Master Trust at the end of the relevant monthly period not represented by any series of investor certificates. Servicing fees and losses on principal receivables in the Master Trust arising from failure of cardholders to pay, charge-offs or otherwise are allocated among series and between investors in each series and the Sellers' Interest generally in the same manner as finance charge collections. Each month, the Master Trust will allocate collections of finance charge receivables and principal receivables as well as the servicing fee and losses to the investor certificates outstanding under the Master Trust, including the Collateral Certificate. The Master Trust deducts the Collateral Certificate's share of the servicing fee from its share of the collections of finance charge receivables, and deducts the Collateral Certificate's share of losses from its share of collections of finance charge receivables and/or principal receivables. The servicing fee is described under "The Master Trust--The Servicer." Allocations of losses, servicing fees and collections of finance charge receivables and principal receivables are made pro rata for each monthly period based on the invested amount of each investor certificate under the Master Trust, including the Collateral Certificate and the principal receivables allocable to the Sellers' Interest. For example, if the total principal receivables in the Master Trust at the end of the monthly period is 500, the invested amount of the Collateral Certificate is 100, the invested amounts of the other investor certificates are 44 200 and the Sellers' Interest is 200, the Collateral Certificate is entitled, in general, to 1/5 -- or 100/500 -- of the cash received each month. There is an exception to the pro rata allocations described in the preceding paragraph. In the Master Trust, when the principal amount of an investor certificate other than the Collateral Certificate begins to amortize, a special allocation procedure is followed. In this case, collections of principal receivables continue to be allocated as if the invested amount of the investor certificates had not been reduced by principal collections deposited to a principal funding account or paid to investors. Allocations of principal collections are based on the invested amount of the amortizing investor certificates "fixed" at the time immediately before the first deposit of principal collections into a principal funding account or the time immediately prior to the first payment of principal collections to investors but only until the invested amount of that series is paid in full. Because some of the classes of Notes which derive their source of payments from funds allocated to the Collateral Certificate may be amortizing while other classes are not, the special allocation procedure is followed for the Collateral Certificate to the extent that underlying classes of Notes are amortizing. Distributions of ongoing collections of finance charge receivables, however, are not allocated on this type of fixed basis. If collections of principal receivables allocated to the Collateral Certificate are needed to pay the Notes or to make a deposit into the trust accounts within a month, they will be deposited into the Issuer's collection account. Otherwise, collections of principal receivables allocated to the Collateral Certificate will be reallocated to other series of investor certificates which have principal collection shortfalls -- which does not reduce the invested amount of the Collateral Certificate -- or reinvested in the Master Trust to maintain the invested amount of the Collateral Certificate. If the Collateral Certificate has a principal collection shortfall, but other series of investor certificates have excess principal collections, a portion of the other excess principal collections allocated to other series of investor certificates will be reallocated to the Collateral Certificate and deposited into the Issuer's collection account --which reduces the invested amount of the Collateral Certificate. All of the finance charge collections allocated to the Collateral Certificate are deposited every month into the Issuer's collection account. Finance charge collections allocated to the Collateral Certificate are not shared with or reallocated to any other series of investor certificates issued by the Master Trust. DERIVATIVE AGREEMENTS Some Notes may have the benefit of one or more derivative agreements, including interest rate or currency swaps, caps, collars, guaranteed investment contracts or other similar agreements with various counterparties to manage interest rate or currency risk relating to those Notes. Citibank (South Dakota), Citibank (Nevada) or any of their affiliates may be counterparties to a derivative agreement. In general, the Issuer will receive payments from counterparties to the derivative agreements in exchange for the Issuer's payments to them, to the extent required under the derivative agreements. The specific terms of each derivative agreement and a description of each counterparty will be included in the applicable supplement to this prospectus for those Notes. We refer to the agreements described in this paragraph as "derivative agreements." THE TRUST ACCOUNTS 45 The Issuer has established a collection account for the purpose of receiving payments of finance charge collections and principal collections from the Master Trust payable under the Collateral Certificate. The Issuer has also established a principal funding account and interest funding account, which will have subaccounts for each class and subclass of Notes of a series, and a Class C reserve account, which will have subaccounts for each class and subclass of Class C Notes of a series. If specified in a supplement to this prospectus, the Issuer may establish supplemental accounts for any series, class or subclass of Notes. Each month, all distributions on the Collateral Certificate and will be deposited into the collection account, and then reallocated to the principal funding account, the interest funding account, the Class C reserve account, any supplemental account, to payments under any applicable derivative agreements, and to the other purposes as specified in "Deposit and Application of Funds " or in a supplement to this prospectus. However, for so long as Citibank (South Dakota) is the manager of the Issuer and Citibank (South Dakota) maintains a certificate of deposit rating of at least A-1 and P-1, or their equivalent, by the rating agencies, Citibank (South Dakota) may commingle funds received from the Collateral Certificate until the business day before the payment date of a class of Notes, instead of immediately depositing those funds into the accounts. Funds on deposit in the principal funding account and the interest funding account will be used to make payments of principal of and interest on the Notes. Payments of principal of and interest on the Notes will be made from funds on deposit in the accounts when the payments are due, either in the month when the funds are deposited into the accounts, or in later months -- for example, if principal must be accumulated for payment at a later date, or if interest is payable quarterly, semiannually or at another interval less frequently than monthly. If the Issuer anticipates that the amount of principal collections that will be deposited into the collection account in a particular month will not be enough to pay all of the stated principal amount of a Note that has an expected principal payment date in that month, the Issuer may begin to withdraw funds from the collection account in months before the expected principal payment date and deposit those funds into the principal funding subaccount established for that class to be held until the expected principal payment date of that Note. If the earnings on funds in the principal funding subaccount are less than the yield payable on the applicable class of Notes -- after giving effect to net payments and receipts under any derivative agreements -- additional funds will be deposited in the interest funding subaccount as described under "Deposit and Application of Funds--Deposit of principal funding subaccount earnings in interest funding subaccounts; principal funding subaccount earnings shortfall." If interest on a Note is not scheduled to be paid every month -- for example, if interest on that Note is payable quarterly, semiannually or at another interval less frequently than monthly -- the Issuer will withdraw a portion of funds from the collection account in months in which no interest payment is due and deposit those funds into the interest funding subaccount for that Note to be held until the interest is due. The Issuer will be required to fund the Class C reserve subaccounts if the finance charge collections generated by the Master Trust fall below a level specified in the applicable supplement to this prospectus. The Class C reserve subaccounts would be funded from 46 monthly finance charge collections from the Collateral Certificate after payment of fees and expenses of the Indenture Trustee, required interest deposits and other payments described under "Deposit and Application of Funds--Targeted deposits to the Class C reserve account." A supplement to this prospectus relating to Class C Notes will include provisions for funding the Class C reserve subaccounts. Funds on deposit in the Class C reserve account will be available to holders of Class C Notes to cover shortfalls of interest payable on interest payment dates. Funds on deposit in the Class C reserve account will also be available to holders of Class C Notes on any day when principal is payable, but only to the extent that the nominal liquidation amount of the Class C Notes plus funds on deposit in the Class C principal funding account is less than the outstanding dollar principal amount of the Class C Notes. Only the holders of Class C Notes will have the benefit of the Class C reserve account. See "Deposit and Application of Funds--Withdrawals from the Class C reserve account." The accounts described in this section are referred to as "trust accounts." Trust accounts may only be maintained in a segregated trust account with the corporate trust department of a United States bank or any domestic branch of a foreign bank or at a United States bank, or any domestic branch of a foreign bank, which has the highest long-term or short-term rating by the rating agencies that rate the Notes. Amounts maintained in trust accounts may only be invested in investments the obligor on which has the highest rating by those rating agencies. Investment earnings on funds in the principal funding subaccount for a class of Notes will be applied to make interest payments on that class of Notes. Investment earnings on funds in the other trust accounts will be allocated as described under "Deposit and Application of Funds - --Allocation of finance charge collections to accounts." Any loss resulting from the investment of funds in the trust accounts will be charged to the trust subaccount incurring the loss. LIMITED RECOURSE TO THE ISSUER; SECURITY FOR THE NOTES Only the allocable portion of the Collateral Certificate, the applicable trust accounts and any applicable derivative agreement provide the source of payment for principal of or interest on any class of Notes . Noteholders will have no recourse to any other assets of the Issuer or any other person or entity for the payment of principal of or interest on the Notes. The Notes of all series are secured by a shared security interest in the Collateral Certificate and the collection account, and each class of Notes is secured by a security interest in the applicable principal funding subaccount, the applicable interest funding subaccount, the applicable Class C reserve subaccount in the case of classes of Class C Notes, any applicable supplemental account, and by a security interest in any applicable derivative agreement. THE INDENTURE TRUSTEE Bankers Trust Company is the trustee under the indenture. Its principal corporate trust office is located at Four Albany Street, 10th Floor, New York, New York 10006. The Indenture Trustee may resign at any time. The Issuer may also remove the 47 Indenture Trustee if the Indenture Trustee is no longer eligible to act as trustee under the indenture or if the Indenture Trustee becomes insolvent. In all circumstances, the Issuer must appoint a successor trustee for the Notes. Any resignation or removal of the Indenture Trustee and appointment of a successor trustee will not become effective until the successor trustee accepts the appointment. The Issuer or its affiliates may maintain accounts and other banking or trustee relationships with the Indenture Trustee and its affiliates. DEPOSIT AND APPLICATION OF FUNDS The indenture specifies how collections on the Collateral Certificate which have been deposited into the collection account and payments received from counterparties on derivative agreements will be deposited into the trust accounts established for each class or subclass of Notes to provide for the payment of principal and interest on those Notes as the payments become due. Following are summaries of those provisions. ALLOCATION OF FINANCE CHARGE COLLECTIONS TO ACCOUNTS Each month the Indenture Trustee will allocate finance charge collections received that month from the Collateral Certificate and investment earnings on funds in the trust accounts other than the principal funding account as follows: o first, to pay the fees and expenses of the Indenture Trustee; o second, to make the targeted deposit to the interest funding account to fund the payment of interest on the Notes; o third, to make the targeted deposit to the Class C reserve account, if any; o fourth, to the Issuer, to make a reinvestment in the Collateral Certificate if the invested amount of the Collateral Certificate plus the aggregate amount on deposit in the principal funding account is less than the outstanding dollar principal amount of all of the Notes; and o fifth, to the Issuer. ALLOCATION OF PRINCIPAL COLLECTIONS TO ACCOUNTS Each month the Indenture Trustee will allocate principal collections received that month from the Collateral Certificate as follows: o first, to the interest funding account to the extent there is a shortfall in finance charge collections available to make the targeted deposit to the interest funding account, except that no reallocation of principal collections which would result in the reduction of the nominal liquidation amount of any class of Notes will be used (1) to pay interest on any Note of that class or a subordinated class, (2) to make a payment on a derivative agreement entered into with respect to interest on any Note of that class or a subordinated class or (3) to fund an increase in the invested amount of the 48 Collateral Certificate required by accretion of interest on a discount Note of that class or a subordinated class; o second, to make the targeted deposits to the principal funding account; and o third, to the Master Trust, to maintain the invested amount of the Collateral Certificate. The amount of principal collections that may be allocated to pay interest is limited as described below under "Deposit and Application of Funds--Limit on reallocations of funds taken to benefit senior classes of single issuance series" and "--Limit on reallocations of funds taken to benefit senior classes of multiple issuance series." The invested amount of the Collateral Certificate will be reduced by the amount of principal collections used to make deposits into the interest funding account and deposits into the principal funding account. If the invested amount of the Collateral Certificate is reduced because principal collections have been used to make deposits into the interest funding account, the amount of finance charge collections and principal collections allocated to the Collateral Certificate will be reduced in later months unless the reduction in the invested amount is reimbursed from excess finance charge collections. TARGETED DEPOSITS OF FINANCE CHARGE COLLECTIONS AND REALLOCATED PRINCIPAL COLLECTIONS TO THE INTEREST FUNDING ACCOUNT The aggregate deposit targeted to be made to the interest funding account with finance charge collections allocated to the Collateral Certificate in each month will be equal to the sum of the interest funding account deposits required to be made for each class or subclass of Notes. A single class or subclass of Notes may be entitled to more than one of the following deposits in a month. For example, a class of Notes with a monthly interest payment date and an interest rate cap would be entitled to a deposit from the Issuer up to the amount of the capped interest, as well as a deposit from the derivative counterparty for interest above the capped amount. These requirements are set forth below. (1) SPECIFIED DEPOSITS. If the applicable supplement to this prospectus for any class or subclass of Notes specifies a deposit to be made in lieu of the deposits described in this prospectus, the deposit targeted for those Notes each month is the specified amount, plus any targeted amounts that were not deposited in prior months. (2) MONTHLY INTEREST PAYMENTS NOT COVERED BY A DERIVATIVE AGREEMENT. If a class or subclass of Notes provides for monthly interest payments that are not covered by a derivative agreement, the deposit required for that class or subclass of Notes for any month will be the total amount of interest payable on the outstanding dollar principal amount of those Notes on the next interest payment date, after deducting any amounts on deposit in the applicable principal funding subaccount, plus any past due interest or targeted amounts from prior months that were not deposited. (3) PERIODIC INTEREST PAYMENTS NOT COVERED BY A DERIVATIVE AGREEMENT. If a class or subclass of Notes provides for quarterly, semi-annual, annual or other 49 periodic payments of interest, but less frequently than monthly, and that interest is not covered by a derivative agreement, the deposit targeted for that class or subclass of Notes for any month will be equal to the total amount of interest accrued on the outstanding dollar principal amount of those Notes after deducting any amounts on deposit in the applicable principal funding subaccount, during the period from the prior monthly interest date -- or the date of issuance of that class or subclass for the determination for the first monthly interest date -- to the first monthly interest date after the end of the month, plus any past due interest or targeted amounts from prior months that were not deposited. (4) NOTES WITH PERFORMING DERIVATIVE AGREEMENTS. If a class or subclass of U.S. dollar Notes or foreign currency Notes has a performing derivative agreement for interest, the deposit targeted for that class or subclass of Notes is equal to the amount required to be paid to the applicable derivative counterparty on the payment date following the end of that month, plus any past due interest or targeted amounts that were not deposited in prior months. If a class or subclass of U.S. dollar Notes or foreign currency Notes which has a performing derivative agreement for interest provides for payments less frequently than monthly to the applicable derivative counterparty, the deposit targeted for that class or subclass of Notes for each month is equal to the amount required to be paid to the applicable derivative counterparty on the next payment date following the end of that month, but allocated pro rata to that month as provided in the derivative agreement, plus any targeted amounts determined on the same basis for that class or subclass of Notes that were not deposited in earlier months. (5) U.S. DOLLAR NOTES WITH NON-PERFORMING DERIVATIVE AGREEMENTS. If a class or subclass of Notes has a non-performing derivative agreement for interest, then the calculation of the targeted deposit to the applicable interest funding subaccount is made using to the stated interest rate, amount of interest and frequency of interest payments for the applicable class or subclass of Notes, plus any past due interest or targeted amounts determined on the same basis for that class or subclass of Notes that were not deposited in earlier months. (6) FOREIGN CURRENCY NOTES AND NON-PERFORMING DERIVATIVE AGREEMENTS. If a class or subclass of foreign currency Notes has a non-performing derivative agreement for interest, then the calculation of the targeted deposit is made with reference to the amount of U.S. dollars that is or would have been payable to the applicable derivative counterparty during that period if the derivative agreement were performing, plus any targeted amounts from prior months that were not deposited. (7) DISCOUNT NOTES. In the case of a class or subclass of discount Notes, the deposit targeted for that class or subclass of Notes for any month, in addition to the sum of any applicable stated interest as determined under items (1) - (6) above, is the amount of accretion of principal of that class or subclass of Notes from the prior monthly principal date -- or in the case of the first monthly principal date, from the date of issuance of that class or subclass -- to the first monthly principal date after the end of the month. 50 Each deposit to the interest funding account will be made on the applicable monthly interest date, or as much earlier as necessary to make timely deposit or payment to the applicable interest funding subaccount or derivative counterparty. PAYMENTS RECEIVED FROM DERIVATIVE COUNTERPARTIES FOR INTEREST Payments received under derivative agreements for interest on Notes payable in U.S. dollars will be deposited into the applicable interest funding subaccount. Payments received under derivative agreements for interest on foreign currency Notes will be made directly to the applicable paying agent for payment to the holders of the applicable class or subclass of Notes, or as otherwise specified in the applicable supplement to this prospectus. DEPOSIT OF PRINCIPAL FUNDING SUBACCOUNT EARNINGS IN INTEREST FUNDING SUBACCOUNTS; PRINCIPAL FUNDING SUBACCOUNT EARNINGS SHORTFALL The Issuer will notify the Master Trust from time to time of the aggregate amount on deposit in the principal funding account. Whenever there is any amount on deposit in any principal funding subaccount, the Master Trust will designate an equal amount of the Sellers' Interest, and the finance charge collections allocable to the designated portion of the Sellers' Interest will be applied as follows: On each monthly interest date, the Issuer will calculate the targeted amount of principal funding subaccount earnings for each class or subclass of Notes, which will be equal to the amount that the funds on deposit in each principal funding subaccount would earn at the interest rate applicable to the related class or subclass of Notes. If the amount actually earned on the funds on deposit is less than the targeted amount of earnings, then the shortfall will be made up from the finance charge collections allocated to the corresponding designated portion of the Sellers' Interest. If the amount of principal funding subaccount earnings for any class or subclass of Notes for any month is greater than the targeted principal funding subaccount earnings for that month, the amount of the excess will be paid to the Banks as owners of the Sellers' Interest. ALLOCATION TO INTEREST FUNDING SUBACCOUNTS The aggregate deposit of finance change collections and reallocated principal collections made to the interest funding account in each month will be divided, and a portion deposited in the interest funding subaccount established for each class or subclass of Notes, based on the following rules: (1) DEPOSITS EQUAL REQUIREMENTS. If the aggregate amount available for deposit to the interest funding account is equal to the sum of the deposits targeted by each class or subclass of Notes, then that targeted amount is deposited in the interest funding subaccount established for each class or subclass. (2) DEPOSITS ARE LESS THAN REQUIREMENTS. If the aggregate amount available for deposit to the interest funding account is less than the sum of the deposits targeted by each class or subclass of Notes, then the finance charge collections deposited in the interest funding account are allocated to each series of Notes pro rata based on the outstanding dollar principal amount of Notes in that series. 51 o For all series of Notes identified as "Group 1" series, the allocation of finance charge collections is reaggregated into a single pool, and reallocated to each series, class or subclass of Notes in Group 1 pro rata based on the amount of the deposit targeted by that series, class or subclass and not based on the outstanding dollar principal amount of Notes in that series, class or subclass. o For all series of Notes identified as in another group, the allocation of finance charge collections will be based on a rule for that group set forth in a supplement to this prospectus. (3) CERTAIN FUNDS NOT REALLOCATED. Funds on deposit in an interest funding subaccount from earlier months, funds representing interest on amounts in deposit in the related principal funding subaccount, and payments received from derivative counterparties in the current month will not be reallocated to other interest funding subaccounts. These funds remain in the interest funding subaccount into which they were deposited until they are paid to the applicable Noteholders. The principal collections deposited in the interest funding account are allocated to each class or subclass of Class A Notes and Class B Notes based on the amount of the deposit targeted by that class or subclass. However, these deposits are limited to the extent described under "Deposit and Application of Funds--Limit on reallocations of funds taken to benefit senior classes of single issuance series" and "--Limit on reallocations of funds taken to benefit senior classes of multiple issuance series." WITHDRAWALS FROM INTEREST FUNDING ACCOUNT After giving effect to all deposits and reallocations of funds in the interest funding account in a month, the following withdrawals from the applicable interest funding subaccount will be made, but in no event more than the amount on deposit in the applicable interest funding subaccount: (1) WITHDRAWALS FOR U.S. DOLLAR NOTES. On each applicable interest payment date for each class or subclass of U.S. dollar Notes, an amount equal to interest due on the applicable class or subclass of Notes on the applicable interest payment date will be withdrawn and paid to the applicable paying agent. (2) WITHDRAWALS FOR DISCOUNT NOTES. On each applicable monthly principal date, with respect to each class or subclass of discount Notes, an amount equal to the amount of the accretion of principal of that class or subclass of Notes from the prior monthly principal date, or in the case of the first monthly principal date, the date of issuance of that class or subclass, to the applicable monthly principal date will be withdrawn from that interest funding subaccount and invested in the Collateral Certificate. (3) WITHDRAWALS FOR NOTES WITH PERFORMING DERIVATIVE AGREEMENTS FOR INTEREST. On each date on which a payment is required under the applicable derivative agreement, or a date specified in the applicable supplement to this prospectus, with respect to any class or subclass of Notes which has a performing derivative agreement for interest, an amount equal to the 52 amount of the payment to be made under the applicable derivative agreement will be withdrawn from that interest funding subaccount and paid to the applicable derivative counterparty. (4) WITHDRAWALS FOR NOTES WITH NON-PERFORMING DERIVATIVE AGREEMENTS FOR INTEREST IN U.S. DOLLARS. On each interest payment date, or a date specified in the applicable supplement to this prospectus, for a class or subclass of U.S. dollar Notes that has a non-performing derivative agreement for interest an amount equal to the amount of interest payable on that interest payment date will be withdrawn from that interest funding subaccount and paid to the applicable paying agent. (5) WITHDRAWALS FOR NOTES WITH NON-PERFORMING DERIVATIVE AGREEMENTS FOR FOREIGN CURRENCY INTEREST. On each interest payment date with respect to a class or subclass of foreign currency Notes that has a non-performing derivative agreement for interest, or a date specified in the applicable supplement to this prospectus, an amount equal to the amount of U.S. dollars necessary to be converted at the applicable exchange rate to pay the foreign currency interest due on that class or subclass of Notes on the interest payment date will be withdrawn from that interest funding subaccount and converted to the applicable foreign currency at the applicable exchange rate and paid to the applicable paying agent. Any excess U.S. dollar amount will be retained on deposit in the applicable interest funding subaccount to be applied to make interest payments on later interest payment dates, or paid to the Issuer when the stated principal amount of the applicable Notes are paid in full. If the aggregate amount available for withdrawal from an interest funding subaccount is less than all withdrawals required to be made from that subaccount in a month after giving effect to all deposits and allocations, then the amounts on deposit in the interest funding account will be withdrawn and applied to the interest funding subaccounts pro rata based on the amounts of the withdrawals required to be made. Upon payment in full of any class or subclass of Notes, any amount on deposit in the applicable interest funding subaccount will be paid to the Issuer. TARGETED DEPOSITS OF PRINCIPAL COLLECTIONS TO THE PRINCIPAL FUNDING ACCOUNT The aggregate deposit targeted to be made to the principal funding account in any month will be the sum of principal funding account deposits required to be made for each class or subclass of Notes. These requirements are set forth below: (1) EXPECTED PRINCIPAL PAYMENT DATE. With respect to the expected principal payment date of a class or subclass of Notes, the deposits targeted for that class or subclass of Notes with respect to that month is equal to the aggregate nominal liquidation amount of that class or subclass of Notes. (2) BUDGETED DEPOSITS. Each month beginning with the twelfth month before the expected principal payment date of a class or subclass of Class A Notes, the deposit targeted to be made into the principal funding subaccount for that class or subclass will be the monthly accumulation amount for that class or subclass specified in the applicable supplement to this prospectus, equal to, 53 in the case of a single issuance series, one-eleventh, and in the case of a multiple issuance series, one-twelfth, of the nominal liquidation amount of that class or subclass of Notes as of the expected principal payment date of that class or subclass of Notes. The Issuer may postpone the date of the targeted deposits under the previous sentence. If the Issuer and the Master Trust determine that less than eleven months or twelve months, as applicable, would be required to accumulate the principal collections necessary to pay a class of Notes on its expected principal payment date, using conservative historical information about payment rates of principal receivables under the Master Trust, and after taking into account all of the other expected payments of principal of investor certificates and Notes to be made in the next eleven months or twelve months, as applicable, then the start of the accumulation period may be postponed each month by one month, with proportionately larger accumulation amounts for each month of postponement. (3) PREFUNDING OF THE PRINCIPAL FUNDING ACCOUNT OF SENIOR CLASSES. If the Issuer determines that any expected principal payment date, early redemption event, event of default or other date on which principal is payable because of a mandatory or optional redemption with respect to any class or subclass of Class C Notes will occur at a time when the payment of all or part of that class or subclass of Class C Notes would be prohibited because it would cause a deficiency in the required subordinated amount of that class or subclass of Class C Notes, the targeted deposit amount for the Class A Notes and Class B Notes of that series will be an amount equal to the portion of the nominal liquidation amount of the Class A Notes and Class B Notes that would be affected by the deficiency in the subordinated amount so as to permit the payment of that tranche of Class C Notes. If the Issuer determines that any expected principal payment date, early redemption event, event of default or other date on which principal is payable because of a mandatory or optional redemption with respect to any Class B Notes will occur at a time when the payment of all or part of that class or subclass of Class B Notes would be prohibited because it would cause a deficiency in that Note's required subordinated amount, the targeted deposit amount for the Class A Notes of that series will be an amount equal to the portion of the nominal liquidation amount of the Class A Notes that would be affected by the deficiency in the subordinated amount so as to permit the payment of that tranche of Class B Notes. If a later issuance of a class or subclass of Class B Notes or Class C Notes restores the required subordinated amount of a senior class or subclass of Notes of any series, prefunding deposits made in the principal funding account of a senior class or subclass may be withdrawn from the principal funding account and reinvested in the Collateral Certificate. (4) EVENT OF DEFAULT OR EARLY REDEMPTION EVENT. If any class or subclass of Notes has been accelerated after the occurrence of an event of default or if any class or subclass of Notes is required to be redeemed following an early redemption event or other optional or mandatory redemption, the deposit targeted for that class or subclass of Notes with respect to that month is equal to the nominal liquidation amount of that class or subclass of Notes. 54 PAYMENTS RECEIVED FROM DERIVATIVE COUNTERPARTIES FOR PRINCIPAL It is unlikely that any class or subclass of Notes will have a derivative agreement for principal for U.S. dollar Notes. Payments received under derivative agreements for principal of foreign currency Notes will be made directly to the applicable paying agent for payment to the holders of the applicable class or subclass of Notes, or as otherwise specified in the applicable supplement to this prospectus. ALLOCATION OF FUNDS ON DEPOSIT IN THE PRINCIPAL FUNDING SUBACCOUNTS Funds on deposit in the principal funding account each month will be divided, and a portion deposited in the principal funding subaccount established for each class or subclass of Notes, based on the following rules: (1) AVAILABLE AMOUNTS EQUAL TO TARGETED AMOUNTS. If the aggregate deposit to the principal funding account is equal to the sum of the deposits targeted by each class or subclass of Notes, then that required amount is deposited in the principal funding subaccount established for each class or subclass. (2) AVAILABLE AMOUNTS ARE LESS THAN TARGETED AMOUNTS. If the amount on deposit in any principal funding subaccount for a class of Class A Notes of a series is less than the sum of the deposits targeted with respect to that class, then amounts on deposit or to be deposited in the principal funding subaccounts established for Class B Notes and Class C Notes for that series will be reallocated to make the targeted deposit into the Class A principal funding subaccount, to be made first from the Class C principal funding subaccount in that series and second from Class B principal funding subaccount in that series. If more than one subclass of Class A Note of a series needs to use amounts on deposit in the principal funding subaccount of the Class B Notes and the Class C Notes of that series, then withdrawals will be allocated pro rata based on the outstanding dollar principal amounts of the classes or subclasses of Class A Notes that require funding. If the amount on deposit in any principal funding subaccount for a class of Class B Notes of a series is less than the sum of the deposits targeted with respect to that class, then amounts on deposit or to be deposited in the principal funding subaccount established for Class C Notes of that series will be reallocated to make the targeted deposit into the Class B principal funding subaccount. If more than one subclass of Class B Notes of a series needs to use amounts on deposit in the principal funding subaccount of the Class C Notes of that series, then withdrawals will be allocated pro rata based on the outstanding dollar principal amounts of the classes or subclasses of Class B Notes that require funding. (3) OTHER FUNDS NOT REALLOCATED. Funds on deposit in a principal funding subaccount from withdrawals from the Class C reserve account or payments received from derivative counterparties will not be reallocated to other principal funding subaccounts. These funds remain in the principal funding subaccount into which they were deposited until they are paid to the applicable Noteholders. 55 The amount of funds in the principal funding account that may be reallocated from one class or subclass of a series to another class or subclass of that series is limited as described in "Deposit and Application of Funds--Limit on reallocations of funds taken to benefit senior classes of single issuance series" and "--Limit on reallocations of funds taken to benefit senior classes of multiple issuance series." A deposit into and a reallocation of funds from the principal funding subaccount of a subordinated class of Notes does not have a net effect on the nominal liquidation amount of the Notes of that class. WITHDRAWALS FROM PRINCIPAL FUNDING ACCOUNT After giving effect to all deposits and reallocations of funds in the principal funding account in a month, the following withdrawals from the applicable principal funding subaccount will be made, but in no event more than the amount on deposit in the applicable principal funding subaccount: (1) WITHDRAWALS FOR CLASS OR SUBCLASS OF U.S. DOLLAR NOTES WITH NO DERIVATIVE AGREEMENT FOR PRINCIPAL. On each applicable principal payment date, or a date specified in the applicable supplement to this prospectus, with respect to each class or subclass of U.S. dollar Notes which has no derivative agreement for principal, an amount equal to the principal due on the applicable class or subclass of Notes on the applicable principal payment date will be withdrawn from the applicable principal funding subaccount and paid to the applicable paying agent. (2) WITHDRAWALS FOR CLASSES OR SUBCLASSES OF NOTES WITH PERFORMING DERIVATIVE AGREEMENT FOR PRINCIPAL. On each date on which a payment is required under the applicable derivative agreement, or a date specified in the applicable supplement to this prospectus, with respect to any class or subclass of Notes which has a performing derivative agreement for principal, an amount equal to the amount of the payment to be made under the applicable derivative agreement will be withdrawn from the applicable principal funding subaccount and paid to the applicable derivative counterparty. (3) WITHDRAWALS FOR CLASSES OR SUBCLASSES OF FOREIGN CURRENCY NOTES WITH NON-PERFORMING DERIVATIVE AGREEMENTS FOR PRINCIPAL. On each principal payment date with respect to a class or subclass of foreign currency Notes that has a non-performing derivative agreement for principal, or a date specified in the applicable supplement to this prospectus, an amount equal to the amount of U.S. dollars necessary to be converted at the applicable exchange rate to pay the foreign currency principal due on that class or subclass of Notes on the applicable principal payment date will be withdrawn from the applicable principal funding subaccount and converted to the applicable foreign currency at the prevailing spot exchange rate and paid to the applicable paying agent. Any excess U.S. dollar amount will be retained on deposit in the applicable principal funding subaccount to be applied to make principal payments on later principal payment dates, or paid to the Issuer when the stated principal amount of the applicable Note is paid in full. (4) WITHDRAWAL OF PREFUNDED AMOUNT. If a later issuance of a class or subclass of Class B Notes or Class C Notes restores the required subordinated amount of a senior class or subclass of Notes of any multiple issuance series, prefunding deposits made in the principal funding account of a senior class or subclass may be withdrawn 56 from the principal funding account and reinvested in the Collateral Certificate. Upon payment in full of any class or subclass of Notes, any amount on deposit in the applicable principal funding subaccount will be paid to the Issuer. Limit on reallocations of principal collections taken to benefit senior classes of single issuance series With respect to any Class A Notes of a single issuance series, the aggregate amount of o the cumulative amount of all principal collections that would have been applied to pay principal of Class C Notes of that series, but were reallocated to pay interest or principal on Class A Notes or Class B Notes of that series; and o the cumulative amount of all reductions from allocations of charge-offs to the principal receivables held in the Master Trust to the nominal liquidation amount of the Class C Notes of that series may not exceed the Class A required subordinated amount of Class C Notes for that series, and the aggregate amount of o the cumulative amount of all principal collections that would have been applied to pay principal of Class B Notes of that series, but were reallocated to pay interest or principal on Class A Notes of that series; and o the cumulative amount of all reductions from allocations of charge-offs to the principal receivables held in the Master Trust to the nominal liquidation amount of the Class B Notes of that series may not exceed the Class A required subordinated amount of Class B Notes for that series. With respect to any Class B Notes of a single issuance series, the aggregate amount of o the cumulative amount of all principal collections that would have been applied to pay principal of Class C Notes of that series, but were reallocated to pay interest or principal on Class A Notes or Class B Notes of that series; and o the cumulative amount of all reductions from allocations of charge-offs to the principal receivables held in the Master Trust to the nominal liquidation amount of the Class C Notes of that series may not exceed the Class B required subordinated amount of Class C Notes for that series. LIMIT ON REALLOCATIONS OF PRINCIPAL COLLECTIONS TAKEN TO BENEFIT SENIOR CLASSES OF MULTIPLE ISSUANCE SERIES 57 LIMIT ON REALLOCATIONS TO A SUBCLASS OF CLASS A NOTES FROM CLASS C NOTES. The aggregate amount of principal collections that are reallocated with respect to any month to pay principal of or interest on a subclass of Class A Notes of a series that would otherwise have been allocated to the Class C Notes of that series, may be made only to the extent, after giving effect to the reallocation, the sum of: o the cumulative amount of all principal collections reallocated to pay interest on that subclass of Class A Notes with respect to prior months and the current month, other than reallocations that would otherwise have been allocated to Class B Notes of that series; o plus a proportionate amount of the principal collections reallocated to pay interest on outstanding Class B Notes of that series, allocated pro rata based on the amounts of principal collections reallocated to that subclass of Class A Notes and all other Class A Notes of that series, since that subclass of Class A Notes was issued and for the current month; o plus a proportionate amount of the reductions in the nominal liquidation amounts of the outstanding Class C Notes of that series, based on the required subordinated amounts of that subclass of Class A Notes and the other subclasses of the Class A Notes of that series, resulting from charge-offs to the principal receivables held in the Master Trust since that subclass of Class A Notes was issued; is not greater than the Class A required subordinated amount of Class C Notes for that subclass of Class A Notes. LIMIT ON REALLOCATIONS TO A SUBCLASS OF CLASS A NOTES FROM CLASS B NOTES. The aggregate amount of principal collections that are reallocated with respect to any month to pay principal of or interest on a subclass of Class A Notes of a series that would otherwise have been allocated to the Class B Notes of that series, may be made only to the extent, after giving effect to those reallocations, the sum of: o the cumulative amount of all principal collections reallocated to pay interest on that subclass of Class A Notes with respect to prior months and the current month, other than reallocations that would otherwise have been allocated to Class C Notes of that series; o plus a proportionate amount of the reductions in the nominal liquidation amounts of the outstanding Class B Notes of that series, based on the required subordinated amounts of that subclass of Class A Notes and the other subclasses of the Class A Notes of that series, resulting from charge-offs to the principal receivables held in the Master Trust since that subclass of Class A Notes was issued; is not greater than the Class A required subordinated amount of Class B Notes for that subclass of Class A Notes. LIMIT ON REALLOCATIONS TO A SUBCLASS OF CLASS B NOTES FROM CLASS C NOTES. The aggregate amount of principal collections that are reallocated with respect to any month to pay principal of or interest on a subclass of Class B Notes of a series that would otherwise have been allocated to the Class C Notes of that series, may be made only to the extent, 58 after giving effect to those reallocations, the sum of: o the cumulative amount of all principal collections reallocated to pay interest on that subclass of Class B Notes with respect to prior months and the current month; o plus a proportionate amount of the principal collections reallocated to pay interest on outstanding Class A Notes of that series, allocated pro rata based on the amounts of principal collections reallocated to that subclass of Class B Notes and all other Class B Notes of that series, since that subclass of Class B Notes was issued and for the current month, other than reallocations which would otherwise have been allocated to a class or subclass of Class B Notes; o plus a proportionate amount of the reductions in the nominal liquidation amounts of the outstanding Class C Notes of that series, based on the required subordinated amounts of that subclass of Class B Notes and the other subclasses of the Class B Notes of that series, resulting from charge-offs to the principal receivables held in the Master Trust since that class or subclass of Class B Notes was issued; is not greater than the Class B required subordinated amount of Class C Notes for that subclass of Class B Notes. LIMIT ON REPAYMENTS OF SUBORDINATED CLASSES OF SINGLE ISSUANCE SERIES In the case of a single issuance series, no principal collections on deposit in a principal funding subaccount will be applied to pay principal of any Class B Note of that series or to make a payment under a derivative agreement with respect to principal for any Class B Note of that series, and no Class B Note of that series held by the Issuer, the Banks or their affiliates will be canceled, unless, immediately before giving effect to that payment or cancelation, no Class A Notes of that series are outstanding, except to the extent that reductions in the nominal liquidation amount of the Class B Notes has been reimbursed from excess finance charge collections, or the Class A principal funding account has been prefunded as described in "Deposit and Application of Funds--Targeted deposits of principal collections to the principal funding account--Prefunding of the Principal Funding Account of Senior Classes." In the case of a single issuance series, no principal collections on deposit in a principal funding subaccount will be applied to pay principal of any Class C Note of that series or to make a payment under a derivative agreement with respect to principal for any Class C Note of that series, and no Class C Note of that series held by the Issuer, the Banks or their affiliates will be canceled, unless, immediately before giving effect to that payment or cancelation, no Class A Notes or Class B Notes of that series are outstanding, except to the extent that reductions in the nominal liquidation amount of the Class C Notes has been reimbursed from excess finance charge collections, or the Class A and Class B principal funding accounts have been prefunded as described in "Deposit and Application of Funds--Targeted deposits of principal collections to the principal funding account--Prefunding of the Principal Funding Account of Senior Classes," or funds are available in the applicable Class C reserve subaccount. 59 LIMIT ON REPAYMENTS OF SUBORDINATED CLASSES OF MULTIPLE ISSUANCE SERIES In the case of a multiple issuance series, no principal collections on deposit in a principal funding subaccount will be applied to pay principal of any Note of a subordinated class of that series or to make a payment under a derivative agreement with respect to principal for any Note of a subordinated class of that series, and no Note of a subordinated class of that series held by the Issuer, the Banks or their affiliates will be canceled, unless, following that payment or cancelation, the remaining available subordinated amount of Notes of that subordinated class of that series is at least equal to the required subordinated amount for the outstanding Notes of the senior classes of that series. See "The Notes--Required Subordinated Amount" and "Deposit and Application of Funds--Targeted deposits of principal collections to the principal funding account--Prefunding of the Principal Funding Account of Senior Classes." For determining whether Class B Notes may be repaid or canceled while Class A Notes of the same series are outstanding, the remaining available subordinated amount of Class B Notes is equal to the sum of: o the aggregate nominal liquidation amount of all Class B Notes of that series that will remain outstanding after giving effect to the repayment or cancelation of the Class B Notes to be repaid or canceled in that month; o plus, the cumulative amount of all principal collections reallocated to pay interest on outstanding subclasses of Class A Notes of that series with respect to prior months and the current month, other than reallocations that resulted in reductions of the nominal liquidation amount of subclasses of Class B Notes that have been repaid or canceled or are to be repaid or canceled in that month or of Class C Notes. For determining whether Class C Notes may be repaid or canceled while Class A Notes of the same series are outstanding, the remaining available subordinated amount of Class C Notes is equal to the sum of: o the aggregate nominal liquidation amount of all Class C Notes of that series that will remain outstanding after giving effect to the repayment or cancelation of the Class C Notes of that series to be repaid or canceled in that month; o plus, the cumulative amount of all principal collections reallocated to pay interest on outstanding subclasses of Class A Notes and Class B Notes with respect to prior months and the current month, other than reallocations that resulted in reductions in the nominal liquidation amount of Class C Notes that have been repaid or canceled or are to be repaid or canceled in that month or of Class B Notes. For determining whether Class C Notes may be repaid or canceled while Class B Notes of the same series are outstanding, the remaining available subordinated amount of Class C Notes is equal to the sum of: o the aggregate nominal liquidation amount of all Class C Notes of that series that will remain outstanding after giving effect to the repayment or 60 cancelation of the Class C Notes of that series to be repaid or canceled in that month; o plus, the cumulative amount of all principal collections reallocated to pay interest on outstanding subclasses of Class A Notes and Class B Notes, other then reallocations that resulted in reductions in the nominal liquidation amount of Class C Notes that have been repaid or canceled or are to be repaid or canceled in that month or of Class B Notes. The only exceptions to the limit on repayment of subordinated classes of a multiple issuance series described in this subheading are when the senior classes of Notes have been prefunded as described in "Deposit and Application of Funds--Targeted deposits of principal collections to the principal funding account--Prefunding of the Principal Funding Account of Senior Classes," and when Class C Notes are paid with funds available from the applicable Class C reserve subaccount as described in "Deposit and Application of Funds--Withdrawals from the Class C reserve account." LIMIT ON ALLOCATIONS OF PRINCIPAL COLLECTIONS OF ALL CLASSES OR SUBCLASSES OF NOTES No principal collections will be allocated to a class or subclass of Notes if the nominal liquidation amount of that class or subclass is zero, even if the stated principal amount of that class or subclass of Notes has not been paid in full, but any funds in the applicable principal funding subaccount that are not reallocated to other classes of that series, any funds in the applicable interest funding subaccount, and in the case of Class C Notes, any funds in the applicable Class C reserve account, will still be available to pay principal of and interest on classes of Notes with a nominal liquidation amount of zero. In addition, if excess finance charge collections are available, they can be applied to reimburse reductions in the nominal liquidation amount of a class of Notes resulting from reallocations of principal collections to pay interest on senior classes of Notes, and from charge-offs to the principal receivables held in the Master Trust. TARGETED DEPOSITS TO THE CLASS C RESERVE ACCOUNT The aggregate deposit targeted to be made to the Class C reserve account in each month will be the sum of Class C reserve account deposits required to be made for each class or subclass of Class C Notes. The amount of that deposit and the circumstances that require that deposit to be made will be set forth in the applicable supplement to this prospectus. If the aggregate deposit actually made to the Class C reserve account is less than the sum of the deposits required by each class of Class C Notes, then the aggregate deposit will be allocated to each series that requires a deposit pro rata based on the outstanding dollar principal amount of Class C Notes in each of those series. Amounts allocated to the Class C reserve account of each series will be deposited into the applicable Class C reserve subaccount of that series pro rata based on the outstanding dollar principal amount of each class of Class C Notes, and reallocated on the same basis, if necessary, until all required deposits have been made to the Class C reserve subaccounts in that series. Any excess allocations made to a series will be reallocated to Class C Notes of other series pro rata based on outstanding dollar principal amounts of the Class C Notes in those series, and allocated in the manner described in the preceding sentence. 61 WITHDRAWALS FROM THE CLASS C RESERVE ACCOUNT Withdrawals will be made from the Class C reserve subaccounts, but in no event more than the amount on deposit in the applicable Class C reserve subaccount, in the following order: o INTEREST, PAYMENTS WITH RESPECT TO DERIVATIVE AGREEMENTS FOR INTEREST AND ACCRETION ON DISCOUNT NOTES. If the amount on deposit in the interest funding subaccount for any class or subclass of Class C Notes is insufficient to pay in full the amounts for which withdrawals are required, an amount equal to the amount of the deficiency will be withdrawn from the applicable Class C reserve subaccount and applied to the deficiency. o PRINCIPAL AND PAYMENTS WITH RESPECT TO DERIVATIVE AGREEMENTS FOR PRINCIPAL. If the amount on deposit in the principal funding subaccount for any class or subclass of Class C Notes is insufficient to pay in full the amounts for which withdrawals are required, an amount equal to the lesser of (i) the amount of the deficiency and (ii) the amount by which the nominal liquidation amount of the class or subclass of Class C Notes plus funds on deposit in the applicable Class C principal funding subaccount is less than the outstanding dollar principal amount of the subclass of Class C Notes will be withdrawn from the applicable Class C reserve subaccount and applied to the deficiency. o PAYMENT TO ISSUER. Upon payment in full of any class or subclass of Class C Notes, any amount on deposit in the applicable Class C reserve subaccount will be paid to the Issuer. PRO RATA PAYMENTS WITHIN A CLASS OR SUBCLASS With respect to single issuance series, all Notes of a class will receive payments of principal and interest pro rata based on the outstanding dollar principal amount of each Note in that class. With respect to multiple issuance series, all Notes of a subclass will receive payments of principal and interest pro rata based on the outstanding dollar principal amount of each note in that subclass. TARGETED REINVESTMENT IN THE COLLATERAL CERTIFICATE If the aggregate outstanding dollar principal amount of Notes in any month exceeds the invested amount of the Collateral Certificate plus the aggregate amount on deposit in the principal funding account on that date, the amount of finance charge collections required to be reinvested in the Collateral Certificate under the fourth item under "--Allocation of finance charge collections to accounts" is equal to the amount of that excess. In addition, an amount equal to accretions on all discount Notes is targeted to be reinvested in the Collateral Certificate. These reinvestments are made from withdrawals from interest funding subaccounts established for discount Notes and, if applicable, from withdrawals from Class C reserve subaccounts established for Class C discount Notes. FINAL PAYMENT OF THE NOTES 62 If the nominal liquidation amount of a class of Notes is greater than zero on its legal maturity date, the Indenture Trustee will cause the Master Trust Trustee to sell credit card receivables in an amount of up to 110% of that class's nominal liquidation amount. The net proceeds of the sale will be deposited into the principal funding subaccount for the applicable class of Notes, and may be reallocated to the principal funding accounts of senior classes of Notes of the same series. Upon a sale of credit card receivables, the nominal liquidation amount of the applicable class of Notes will be reduced to zero. If the nominal liquidation amount of a class of Notes is zero on its legal maturity date, after giving effect to any sale of credit card receivables by the Master Trust and the distribution of all funds allocable to that class and on deposit in its principal funding subaccount, then the holders of those Notes will have no further right or claim, and the Issuer will have no further obligation or liability, with respect to those Notes. COVENANTS, EVENTS OF DEFAULT AND EARLY REDEMPTION EVENTS ISSUER COVENANTS The Issuer will not, among other things o except as expressly permitted by the indenture or related documents, sell, transfer, exchange or otherwise dispose of any of the assets of the Issuer that constitutes collateral for the Notes, unless directed to do so by the Indenture Trustee, o claim any credit on or make any deduction from the principal and interest payable on the Notes, other than amounts withheld under the Internal Revenue Code or other applicable tax law, o voluntarily dissolve or liquidate, or o permit (A) the validity or effectiveness of the indenture to be impaired or permit any person to be released from any covenants or obligations with respect to the Notes under the indenture except as may be expressly permitted by the indenture, (B) any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden the collateral for the Notes or proceeds thereof except as may be created by the terms of the indenture or (C) the lien of the indenture not to constitute a valid first priority perfected security interest in the assets of the Issuer that secure the Notes. The Issuer may not engage in any activity other than the activities specified under "The Issuer." The Issuer will not incur, assume or guarantee any indebtedness other than indebtedness incurred on the Notes and under the indenture. EVENTS OF DEFAULT Each of the following events is an "event of default" for any class of Notes: o the Issuer's failure, uncured after five business days, to pay interest on any Note 63 of that class when due; o the Issuer's failure to pay the stated principal amount of any Note of that class on its legal maturity date; o the Issuer's default in the performance, or breach, uncured 60 days after written notice by the Indenture Trustee or by the holders of 10% of the aggregate outstanding dollar principal amount of the outstanding Notes of the affected class, of any other of its covenants or warranties in the indenture -- other than a covenant or warranty included in the indenture solely for the benefit of series or classes of Notes other than that particular series or class -- and that default or breach is materially adverse to those Noteholders; o the occurrence of certain events of bankruptcy, insolvency or reorganization of the Issuer; or o any additional events of default specified in the applicable supplement to this prospectus for that class. Failure to pay the full stated principal amount of a Note on its expected principal payment date will not constitute an event of default. An event of default with respect to one series or class of Notes will not necessarily be an event of default with respect to any other series or class of Notes. The occurrence of some events of default involving the bankruptcy or insolvency of the Issuer results in an automatic acceleration of all of the Notes. If other events of default occur and are continuing, either the Indenture Trustee or the holders of at least 25% in aggregate outstanding dollar principal amount of the Notes of that series or class may declare the principal of all those outstanding Notes to be immediately due and payable. This declaration of acceleration may generally be rescinded by the holders of a majority in aggregate outstanding dollar principal amount of outstanding Notes of that series or class. Following an acceleration of any class of Notes, unless the special provisions applicable to Class C Notes described below apply: o Noteholders will not have the ability to cause the sale of receivables by the Master Trust until the applicable legal maturity date; o except as provided below, the Issuer will continue to hold the Collateral Certificate, and distributions on the Collateral Certificate will continue to be applied in accordance with the regular distribution provisions of the indenture; o principal will be paid on the accelerated class of Notes to the extent funds are received from the Master Trust and allocated to the accelerated class, and payment is permitted by the subordination provisions of the accelerated class; o if payment to the accelerated class is not permitted by the subordination provisions, funds payable to the accelerated class will be accumulated in the principal funding account for the accelerated class, and accumulation of principal collections for the senior class or classes will begin and will continue as long as necessary to permit 64 funds in the principal funding account for the accelerated class to be released to the Noteholders; o while funds are accumulating in the principal funding account for the accelerated class, those funds will be available for reallocation to pay interest on senior classes of Notes, although excess finance charge collections can be used to reimburse any such reallocations; and o upon the legal maturity date of the accelerated Notes, if the Notes have not been paid in full and if the Notes have a nominal liquidation amount in excess of zero, the usual remedies will apply. In the case of an accelerated class of Class C Notes, the Indenture Trustee may, and at the direction of the majority of the Class C Noteholders of that class will, cause the sale of credit card receivables by the Master Trust in an amount of up to 110% of the nominal liquidation amount of the accelerated class of Class C Notes, but with the following limitations: o A sale would be permitted only if at least one of the following conditions is met: - 90% of the holders of the accelerated class of Class C Notes consent; or - the proceeds of the sale would be sufficient to pay all outstanding amounts due on the accelerated class of Class C Notes; or - the Indenture Trustee determines that the funds to be allocated to the accelerated class of Class C Notes, taking into account finance charge collections and principal collections allocable to the Collateral Certificate, payments to be received under derivative agreements and amounts on deposit in the applicable principal funding subaccount, interest funding subaccount and Class C reserve subaccount is not likely to be sufficient to make payments on the accelerated Class C Notes when due, and two-thirds of the holders of the accelerated class of Class C Notes consent to the sale. o If the net proceeds of the sale of receivables would be less than the portion of the required subordinated amount which those Class C Notes provide to outstanding Class A Notes and Class B Notes of that series, the sale will be delayed and a partial accumulation of principal collections in the principal funding account for the Class A Notes and Class B Notes will occur. The sale of receivables will not occur until the proceeds from the sale will be sufficient to provide the required subordinated amount of Class C Notes for the outstanding dollar principal amount of Class A Notes and Class B Notes which are not covered by cash on deposit in the principal funding account. o When the sale of receivables occurs, the proceeds will be retained in the Class C principal funding account to the extent and for so long as they are required to provide the required subordinated amount for the outstanding Class A Notes and Class B Notes, but the proceeds may be reallocated to the 65 principal funding subaccounts of senior classes of Notes. Accumulation of principal collections in the principal funding account for the Class A Notes and Class B Notes will begin and will continue as long as necessary to permit funds in the Class C principal funding account to be released to the applicable Class C Noteholders. Upon the deposit of the proceeds of the sale of the credit card receivables to the applicable principal funding subaccount of the accelerated Class C Notes, the nominal liquidation amount of the accelerated class will be reduced to zero. While funds are accumulating in the principal funding account, those funds will be available for reallocation to pay interest on Class A and Class B Notes, although excess finance charge collections can be used to reimburse any such reallocations. If the Class C Notes have not been fully paid by their legal maturity date, their only further right to payment will be any balance then in their principal funding account. The holders of a majority in aggregate outstanding dollar principal amount of any accelerated class of Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee. This right may be exercised only if the direction provided by the Noteholders does not conflict with applicable law or the indenture or have a substantial likelihood of involving the Indenture Trustee in personal liability. Generally, if an event of default occurs and any Notes are accelerated, the Indenture Trustee is not obligated to exercise any of its rights or powers under the indenture unless the holders of affected Notes offer the Indenture Trustee reasonable indemnity. Upon acceleration of the maturity of a series or class of Notes following an event of default, the Indenture Trustee will have a lien on the collateral for those Notes ranking senior to the lien of those Notes for its unpaid fees and expenses. The Indenture Trustee has agreed, and the Noteholders will agree, that they will not at any time institute against the Issuer, the Banks or the Master Trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law. EARLY REDEMPTION EVENTS The Issuer is required to redeem in whole to the extent that funds are available for that purpose, otherwise in part, any class of Notes of a series upon the occurrence of an early redemption event with respect to that class. Early redemption events include the following: o the occurrence of a Note's expected principal payment date; o each of the early amortization events applicable to the Collateral Certificate, as described under "The Master Trust--Early Amortization Events"; o mandatory prepayment of the entire Collateral Certificate resulting from a breach of a representation or warranty by the Banks under the pooling and servicing agreement; o the amount of surplus finance charge collections averaged over any three consecutive months is less than the required surplus finance charge amount for 66 the most recent month; o the Banks fail to maintain the weighted average interest rate applicable to the credit card accounts in the Master Trust at a level at least 6% higher than the weighted average interest rate applicable to all of the investor certificates issued by the Master Trust -- other than the Collateral Certificate -- and the Notes; o the Issuer becomes an "investment company" within the meaning of the Investment Company Act of 1940, as amended; o the aggregate nominal liquidation amount of Class B Notes of a series is reduced to ___ % or less of the initial nominal liquidation amount of outstanding Class B Notes of that series; o if the Notes of that class have the benefit of a derivative agreement, any derivative counterparty defaults on any of its payment obligations under that agreement and the default continues for the period established in that agreement; or o any additional early redemption event specified in a supplement to this prospectus. The redemption price of a Note so redeemed will be the outstanding dollar principal amount of that Note, plus accrued or accreted but unpaid interest on that Note to but excluding the date of redemption, which will be the next monthly principal date. If the amount of principal collections and finance charge collections of credit card receivables allocable to the class of Notes to be redeemed together with funds on deposit in the applicable principal funding subaccount and interest funding subaccount are insufficient to pay the redemption price in full on the next monthly principal date after giving effect to subordination and allocations to any other Notes ranking equally with that Note, monthly payments on the Notes to be redeemed will thereafter be made on each monthly principal date until the stated principal amount of the Notes plus all accrued and unpaid interest is paid in full, or the legal maturity date of the Notes occurs, whichever is earlier. However, no principal collections will be allocated to a class of Notes if its nominal liquidation amount is zero, even if the stated principal amount of that class has not been paid in full, but any funds in the applicable principal funding subaccount that are not reallocated to other classes of that series, any funds in the applicable interest funding subaccount, and in the case of Class C Notes, any funds in the applicable Class C reserve account, will still be available to pay principal of and interest on classes of Notes with a nominal liquidation amount of zero. In addition, if excess finance charge collections are available, they can be applied to reimburse reductions in the nominal liquidation amount of a class of Notes resulting from reallocations of principal collections to pay interest on senior classes of Notes, and from charge-offs to the principal receivables held in the Master Trust. Payments on redeemed Notes will be made in the same priority as described in "The Notes--Subordination of Principal." The Issuer will give notice to holders of the affected Notes before an early redemption date. MEETINGS, VOTING AND AMENDMENTS 67 MEETINGS The Indenture Trustee may call a meeting of the holders of Notes of a series or class at any time. The Indenture Trustee will call a meeting upon request of the Issuer or the holders of at least 10% in aggregate outstanding dollar principal amount of the outstanding Notes of the series or class. In any case, a meeting will be called after notice is given to holders of Notes in accordance with "Notices and Reports--Notices" above. The quorum for a meeting is a majority of the holders of the outstanding dollar principal amount of the Notes, the series of Notes or the class of Notes that is to have the meeting, as the case may be, unless a higher percentage is specified for approving action taken at the meeting, in which case the quorum is the higher percentage. VOTING Any action or vote to be taken by the holders of a majority or larger specified percentage of the Notes, any series of Notes or any class of Notes may be adopted by the affirmative vote of the holders of a majority or the applicable larger specified percentage in aggregate outstanding dollar principal amount of the outstanding Notes, of that series or of that class, as the case may be. Any action or vote taken at any meeting of holders of Notes duly held in accordance with the indenture will be binding on all holders of the affected Notes or the affected series or class of Notes, as the case may be. Notes held by the Issuer, either Bank, or their affiliates will not be deemed outstanding for purposes of voting or calculating quorum at any meeting of Noteholders. AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT The Banks and the Master Trust Trustee may amend the pooling and servicing agreement and any supplement to that agreement without the consent of the investor certificateholders so long as the Master Trust Trustee receives an opinion of counsel that the amendment will not materially adversely affect the interests of the investor certificateholders and the rating agencies confirm that the amendment will not cause the rating assigned to any outstanding series or class to be withdrawn or reduced. Accordingly, neither the Issuer nor any holder of any Note will be entitled to vote on any such amendment. The pooling and servicing agreement and any supplement to that agreement may also be amended with the consent of investor certificateholders holding not less than 662/3% of the aggregate outstanding dollar principal amount of the investor certificates of all adversely affected series for the purpose of adding, changing or eliminating any provisions of the agreement or any supplement or of modifying the rights of those investor certificateholders. However, no amendment may o reduce the amount of, or delay the timing of, any distribution to be made to investor certificateholders or the amount available under any series enhancement without the consent of each affected investor certificateholder, o change the definition or the manner of calculating the interest of any investor certificate without the consent of each affected investor certificateholder, 68 o reduce the percentage of investor certificateholders required to consent to any amendment without the consent of each investor certificateholder, or o adversely affect the rating of any series or class of investor certificates without the consent of investor certificateholders holding not less than 662/3% of the aggregate outstanding dollar principal amount of that series or class. FOR PURPOSES OF ANY VOTE OR CONSENT UNDER THE POOLING AND SERVICING AGREEMENT o that requires the consent or vote of each holder of an investor certificate, each holder of a Note will be treated as a holder of an investor certificate under the pooling and servicing agreement; o that requires the consent or vote of any series of investor certificates, each series of Notes will be treated as a series of investor certificates under the pooling and servicing agreement; and o that requires the consent or vote of any class of investor certificates, each class of Notes of a single issuance series and each subclass of Notes of a multiple issuance series will be treated as a class of investor certificates under the pooling and servicing agreement. AMENDMENTS TO THE INDENTURE The Issuer and the Indenture Trustee may modify and amend the indenture or any supplemental indenture with the consent of the holders of not less than a majority in aggregate dollar principal amount of the outstanding Notes of each series affected by that modification or amendment. However, if the modification or amendment would result in any of the following events occurring, it may be made only with the consent of the holders of each outstanding Note affected by the modification or amendment: o a change in the maturity of the principal of, or any installment of principal of or interest on, any Note or any change in a mandatory redemption or expected principal payment date; o a reduction of the stated principal amount, outstanding dollar principal amount or nominal liquidation amount of, or interest rate on, any Note; o an impairment of the right to institute suit for the enforcement of any payment on any Note; o a reduction of the percentage in outstanding dollar principal amount of Notes of any series or class, the consent of whose holders is required for modification or amendment of the indenture or any supplemental indenture or for waiver of compliance with provisions of the indenture or supplemental indenture or for waiver of defaults; o permission is given to create any lien ranking prior to the lien of the indenture or terminate the lien of the indenture; 69 o a change in any obligation of the Issuer to maintain an office or agency in the places and for the purposes required by the indenture; or o a change in the method of computing the amount of principal of, or interest on, any Note on any date. The Issuer and the Indenture Trustee may also modify and amend the indenture or enter into supplemental indentures without the consent of any holders of outstanding Notes to cure ambiguities or to make minor corrections, to provide for the issuance of Notes and to do any other things that would not adversely affect, in any material effect, the interests of the holders of outstanding Notes. In addition, without the consent of any holders of outstanding Notes, the Issuer may change the amount of subordination available for any class of Notes of a multiple issuance series so long as the Issuer has received confirmation from the rating agencies that the change in subordination will not result in the rating assigned to any outstanding Notes to be withdrawn or reduced. The holders of a majority in aggregate outstanding dollar principal amount of the outstanding Notes of a series may waive, on behalf of the holders of all the Notes of that series, compliance by the Issuer with specified restrictive provisions of the indenture. The holders of a majority in aggregate outstanding dollar principal amount of the outstanding Notes of an affected series or class may, on behalf of all holders of Notes of that series or class, waive any past default under the indenture with respect to Notes of that series or class. However, the consent of the holders of all outstanding Notes of a class is required to waive any past default in the payment of principal of, or interest on, any Note of that class or in respect of a covenant or provision of the indenture which cannot be modified or amended without the consent of the holders of each outstanding Note of that class. AMENDMENTS TO THE TRUST AGREEMENT The Banks and the Issuer Trustee may amend the trust agreement without the consent of the Noteholders so long as the Indenture Trustee receives an opinion of counsel that the amendment will not materially adversely affect the interests of the Noteholders and the rating agencies confirm that the amendment will not cause the rating assigned to any outstanding series or class of Notes to be withdrawn or reduced. Accordingly, neither the Indenture Trustee nor any holder of any Note will be entitled to vote on any such amendment. The trust agreement may also be amended with the consent of Noteholders holding not less than 662/3% of the aggregate outstanding dollar principal amount of the Notes of all adversely affected series for the purpose of adding, changing or eliminating any provisions of the agreement or of modifying the rights of those investor certificateholders. TAX OPINIONS FOR AMENDMENTS No amendment to the indenture, the pooling and servicing agreement or the trust agreement will be effective unless the Issuer has delivered to the Indenture Trustee and the rating agencies an opinion of counsel that: o for Federal and South Dakota income and franchise tax purposes (1) the 70 amendment will not adversely affect the characterization as debt of any outstanding series or class of investor certificates issued by the Master Trust, other than the Collateral Certificate, (2) the amendment will not cause a taxable event to holders of investor certificates and (3) following the amendment, the Master Trust will not be an association, or publicly traded partnership, taxable as a corporation; and o for Federal and Delaware income and franchise tax purposes (1) following the amendment, the Issuer will not be an association, or publicly traded partnership, taxable as a corporation, and (2) the amendment will not adversely affect the characterization of the Notes of any series or class as debt and will not cause a taxable event to holders of any Notes. NOTICES AND REPORTS ADDRESSES FOR NOTICES Notices to holders of Notes will be given by mail sent to the addresses of the holders as they appear in the security register. ISSUER'S ANNUAL COMPLIANCE STATEMENT The Issuer is required to furnish annually to the Indenture Trustee a statement concerning its performance or fulfillment of covenants, agreements or conditions in the indenture as well as the presence or absence of defaults under the indenture. INDENTURE TRUSTEE'S ANNUAL REPORT The Indenture Trustee is required to mail each year to all registered Noteholders a report concerning o its eligibility and qualifications to continue as trustee under the indenture, o any amounts advanced by it under the indenture, o the amount, interest rate and maturity date or indebtedness owing by the Issuer to it in the Indenture Trustee's individual capacity, o the property and funds physically held by it as Indenture Trustee, o any release or release and substitution of collateral subject to the lien of the indenture which has not previously been reported, and o any action taken by it that materially affects the Notes and that has not previously been reported. LIST OF NOTEHOLDERS Three or more holders of Notes of any series, each of whom has owned a Note for at least six months, may, upon written request to the Indenture Trustee, obtain access to the current list of Noteholders of the Issuer for purposes of communicating with other Noteholders concerning their rights under the indenture or the Notes. The Indenture Trustee may elect not to give the requesting Noteholders access to the list if it agrees to mail the desired communication or proxy to all applicable Noteholders. 71 REPORTS Each month, the Issuer will file with the Securities and Exchange Commission a report containing information on the Notes and the collateral securing the Notes. This report will not be sent to Noteholders. See "Where You Can Find Additional Information" for information as to how these reports may be accessed. On or before January 31 of each calendar year, the paying agent, on behalf of the Indenture Trustee, will furnish to each person who at any time during the prior calendar year was a Noteholder of record a statement containing the information required to be provided by an issuer of indebtedness under the Internal Revenue Code. See "Tax Matters." THE MASTER TRUST Citibank Credit Card Master Trust I is a New York common law trust formed by Citibank (South Dakota) and Citibank (Nevada) in May 1991 to securitize a portion of their portfolios of credit card receivables. The Master Trust is operated pursuant to a pooling and servicing agreement among Citibank (South Dakota), as seller and servicer, Citibank (Nevada), as seller, and Bankers Trust Company, as trustee. The Master Trust does not engage in any activity other than acquiring and holding trust assets and the proceeds of those assets, issuing series of investor certificates, making distributions and related activities. The Master Trust has no employees and does not conduct unrelated business activities. MASTER TRUST ASSETS The Master Trust assets consist primarily of credit card receivables arising in a portfolio of revolving credit card accounts that meet the eligibility requirements specified in the pooling and servicing agreement, and collections on the accounts. The Banks sell and assign the credit card receivables to the Master Trust. The receivables arise in accounts that are generated under MasterCard International or VISA programs. The accounts are originated by Citibank (South Dakota) or purchased by it from other credit card issuers. The credit card accounts are owned by Citibank (South Dakota) but a participation in the credit card receivables in some of the accounts have been sold to Citibank (Nevada) before their conveyance to the Master Trust. The accounts have been selected from substantially all of the eligible accounts in Citibank (South Dakota)'s credit card portfolio. Citibank (South Dakota) believes that the accounts are representative of the eligible accounts in its portfolio and that the inclusion of the accounts, as a whole, does not represent an adverse selection by it from among the eligible accounts. See "The Master Trust Receivables and Accounts" attached as Annex I to the supplement to this prospectus for financial information on the receivables and the accounts. The Banks are compensated for the transfer of the credit card receivables to the Master Trust from two sources: (1) the net cash proceeds received by the Banks, as owners of the Sellers' 72 Interest, from the sale to third party investors of certificates representing beneficial ownership interests in receivables held through the Master Trust and (2) the increase in the amount of the Sellers' Interest, which represents the beneficial interest in the pool of receivables retained by the Banks and not sold to third party investors. The Banks may, at their option, designate additional credit card accounts to the Master Trust, the receivables in which will be sold and assigned to the Master Trust. This type of designation is referred to as a "lump addition." Since the creation of the Master Trust, the Banks have made lump additions that, in the aggregate, included approximately $34.99 billion of principal receivables and may make lump additions in the future. In addition, the Banks are required to make a lump addition if as of the end of any calendar week the total amount of principal receivables in the Master Trust is less than the amount required by the rating agencies that rate the certificates purchased by the investors. After a required lump addition, the total amount of principal receivables in the Master Trust will be at least equal to the required amount. A lump addition consists of o credit card receivables arising in eligible accounts in Citibank (South Dakota)'s credit card portfolio, o credit card receivables arising in portfolios of revolving credit card accounts acquired by the Banks from other credit card issuers, o credit card receivables arising from nonpremium and premium MasterCard and VISA credit card accounts previously transferred by the Banks to other trusts formed by the Banks which have reached their maturity dates, o credit card receivables arising in any other revolving credit card accounts of a type that has previously not been included in the accounts, and o participations representing undivided interests in a pool of assets primarily consisting of revolving credit card accounts and collections on those accounts. The Banks may also designate newly originated credit card accounts -- or "new accounts" -- to be included as accounts, if they meet the conditions in the pooling and servicing agreement. The number of new accounts designated for any quarterly period may not exceed 15% of the number of accounts as of the first day of that period, and the number of new accounts designated during any calendar year may not exceed 20% of the number of accounts as of the first day of that calendar year, unless the rating agencies otherwise consent. Since the creation of the Master Trust, the Banks have designated new accounts and the Banks may continue to do so in the future. Credit card accounts designated to the Master Trust in the future may have different eligibility criteria from those used in selecting the initial accounts and may not be accounts of the same type previously included in the Master Trust. Therefore, we can not provide any assurance that additional accounts will be of the same credit quality as the accounts currently designated to the Master Trust. These additional accounts may contain receivables that consist of fees, charges and amounts which are different from the fees, charges and amounts applicable to the accounts previously designated to the Master Trust. These additional accounts may also have different credit limits, balances and ages. In addition, the inclusion in the Master Trust of additional accounts with lower periodic finance charges may reduce the portfolio yield of the Master Trust receivables. The Banks intend to file with the Securities and Exchange 73 Commission, on behalf of the Master Trust, a Current Report on Form 8-K with respect to any addition of accounts that would have a material effect on the composition of the accounts. The Banks may remove the receivables in some of the credit card accounts, if they meet the conditions in the pooling and servicing agreement. These conditions include: o the rating agencies confirm that the removal will not cause the rating assigned to any outstanding series or class of investor certificates to be withdrawn or reduced, and o the Banks deliver an officers' certificate that the Banks reasonably believe that the removal will not (1) cause an early amortization event or a reduction of the amount of finance charge collections for any series of investor certificates below the level required by the rating agencies that have rated the certificates issued by the Master Trust or (2) adversely affect the amount or timing of payments to investor certificateholders of any series. Citibank (South Dakota), as owner of the credit card accounts, has the right to change or terminate any terms, conditions, services or features of the accounts, including increasing or decreasing periodic finance charges or minimum payments. Citibank (South Dakota) has agreed that, except as otherwise required by law or it deems necessary to maintain its credit card business on a competitive basis, it will not take actions that reduce the portfolio yield on the receivables in the Master Trust to be less than the sum of o the weighted average certificate rate of each class of investor certificates of each series, and o the weighted average of the net servicing fee rate allocable to each class of investor certificates of each series. In addition, Citibank (South Dakota) has agreed that, unless required by law, it will not reduce the portfolio yield to less than the highest certificate rate for any outstanding series or class of investor certificates. Citibank (South Dakota) has also agreed that it will change the terms relating to the credit card accounts designated to the Master Trust only if that change is made applicable to a comparable segment of the portfolio of accounts with similar characteristics owned or serviced by Citibank (South Dakota), and not only to the accounts designated to the Master Trust. On the issuance date for a series of investor certificates the Banks make representations and warranties to the Master Trust relating to the credit card receivables and accounts, including the following: o each account was an eligible account generally as of the date the receivables arising in that account were initially conveyed to the Master Trust, o each of the receivables then existing in the accounts is an eligible receivable, and o as of the date of creation of any new receivable, that receivable is an eligible receivable. 74 If the Banks breach any of these representations or warranties and the breach has a material adverse effect on the investor certificateholders' interest, the receivables in the affected account will be reassigned to the Banks if the breach remains uncured after a specified cure period. In general, the Sellers' Interest will be reduced by the amount of the reassigned receivables. Each Bank also represents and warrants to the Master Trust that as of the issuance date for a series of investor certificates the pooling and servicing agreement and related series supplement create a valid sale, transfer and assignment to the Master Trust of all right, title and interest of that Bank in the receivables or the grant of a first priority perfected security interest in those receivables under the Uniform Commercial Code. If the Banks breach this representation and warranty and the breach has a material adverse effect on the investor certificateholders' interest, the Master Trust Trustee or the holders of the investor certificates may direct the Banks to accept the reassignment of the receivables in the Master Trust. The reassignment price will generally be equal to the aggregate invested amount of all series of investor certificates, including the Collateral Certificate, issued by the Master Trust, plus accrued and unpaid interest on those certificates. We can not assure that all of the credit card accounts designated to the Master Trust will continue to meet the eligibility requirements that were satisfied upon their inclusion in the Master Trust throughout the life of the Master Trust. THE SERVICER The pooling and servicing agreement designates Citibank (South Dakota) to service the credit card accounts on behalf of the Master Trust. The servicer is required to service the accounts in accordance with customary and usual procedures for servicing credit card receivables. Its duties include billing, collecting and recording payments on the receivables, communicating with cardholders, investigating payment delinquencies on accounts, maintaining records for each cardholder account and other managerial and custodial functions. The servicer also deposits collections on the receivables into a collection account maintained for the Master Trust, calculates amounts from those collections to be allocated to each series of investor certificates issued by the Master Trust and prepares monthly reports. If the servicer defaults in the performance of its duties then the servicer may be terminated and the Master Trust Trustee or a third party meeting the eligibility requirements specified in the pooling and servicing agreement will replace the servicer. The servicer receives a monthly fee as compensation for its servicing activities. For each series of investor certificates, including the Collateral Certificate, the servicer receives monthly compensation generally equal to o 0.37% per annum of the invested amount of the investor certificates of that series so long as Citibank (South Dakota) or an affiliate is the servicer, or 0.77% per annum if there is a different servicer, plus o the investor certificateholders portion of finance charge collections that is attributable to interchange up to a maximum amount equal to 1.50% per 75 annum of the invested amount of the investor certificates of that series. The servicer's fee is paid from the finance charge collections allocated to each series. The servicer is responsible to pay from its servicing compensation expenses of the Master Trust, including the fees and expenses of the Master Trust Trustee and independent accountants. For a description of the credit card business conducted by the servicer, see "The Credit Card Business of Citibank (South Dakota)" attached as Annex I to this prospectus. MASTER TRUST ISSUANCES The Master Trust is permitted to issue multiple series of investor certificates. Each series represents an undivided ownership interest in the assets of the Master Trust. The terms of each series are determined at the time of issuance and are contained in a supplement to the pooling and servicing agreement. The Collateral Certificate -- which is the Issuer's primary source of funds for payments on the Notes -- is a series of investor certificates. The ability of the Banks to issue a new series is limited by some conditions, including the condition that the issuance not cause the rating assigned to any outstanding series or class of investor certificates by the rating agencies to be withdrawn or reduced. The residual economic interest in the Master Trust not represented by the investor certificates is called the Sellers' Interest. The Sellers' Interest is owned by the Banks. ALLOCATION OF COLLECTIONS, LOSSES AND FEES Cardholder payments received each month are separated into principal collections and finance charge collections. In general, finance charge collections, principal collections, losses and expenses are allocated to the investor certificates, including the Collateral Certificate, and to the Sellers' Interest as follows: o first, collections of finance charge receivables and collections of principal receivables are allocated among the different series of certificates issued by the Master Trust, including the Collateral Certificate pro rata based on the invested amount of each series; and o second, following the allocation to each series, collections of finance charge receivables and principal receivables are further allocated between the investors in the series and the Sellers' Interest on a similar basis. There is an exception to the pro rata allocations described in the preceding paragraph. In the Master Trust, when an investor's investment in principal receivables begins to amortize, a special allocation procedure is followed. In this case, collections of principal receivables continue to be allocated between investors in the series and the Sellers' Interest as if the invested amount of the series had not been reduced by principal collections deposited to a principal funding account or paid to investors. Allocations of principal collections between the investors in a series and the Sellers' Interest is based on the invested amount of the series 76 "fixed" at the time immediately prior to the first deposit of principal collections into a principal funding account or the time immediately before the first payment of principal collections to investors. Distributions of ongoing collections of finance charge receivables, as well as losses and expenses, however, are not allocated on this type of a fixed basis. Principal collections that are allocated to any series of investor certificates , including the Collateral Certificate, are first used to pay any principal of those investor certificates, or in the case of the Collateral Certificates, the Notes, if due, and any excess is then reallocated to pay principal of any other series of investor certificates that has a shortfall of principal collections, including the Collateral Certificate. Principal collections that are not needed to pay investor certificates or Notes are generally reinvested in newly generated credit card receivables. For the application of finance charge collections and principal collections that are allocated to the Collateral Certificate, see "Deposit and Application of Funds." EARLY AMORTIZATION EVENTS An early payout of principal to investor certificateholders of a series, including the Collateral Certificate, will occur under the circumstances specified in the pooling and servicing agreement. Each condition is described as an "early amortization event." Early amortization events include: o the failure of either Bank to (1) make any payment or deposit required under the pooling and servicing agreement or the related series supplement within five business days after the payment or deposit was required to be made or (2) observe or perform any of its other covenants or agreements in the pooling and servicing agreement or series supplement, which failure has a material adverse affect on investors and continues unremedied for 60 days after notice; o a breach of any representation or warranty made by the Banks in the pooling and servicing agreement or related series supplement which continues to be incorrect in any material respect for 60 days after notice; o the occurrence of certain bankruptcy events relating to either Bank, referred to as "insolvency events;" o the failure by the Banks to make a lump addition within five business days after the date it was required to be made; o the Master Trust becomes an "investment company" within the meaning of the Investment Company Act of 1940; o the occurrence of a servicer default by Citibank (South Dakota); and o either of the Banks is unable to transfer credit card receivables to the Master Trust. A series of investor certificates may have additional early amortization events applicable to that series. 77 After an early amortization event occurs, principal collections will be used to make monthly payments of principal to the investor certificateholders of that series until the earlier of payment of the outstanding principal amount of the certificates of that series and its legal maturity date. See "--Optional Termination; Final Payment of Principal " below. An early amortization event for the Collateral Certificate is also an early redemption event for the Notes. See "Covenants, Events of Default and Early Redemption Events --Early Redemption Events." In addition to the consequences of an early amortization event described in the preceding paragraph, if an insolvency event occurs the Banks will immediately cease to transfer credit card receivables to the Master Trust. After that time, the Master Trust Trustee will sell the credit card receivables in the Master Trust in a commercially reasonable manner and on commercially reasonable terms unless holders of 50% of the unpaid principal amount of investor certificates of each class of each series including the Collateral Certificate, the Banks -- other than the insolvent Bank -- and each other holder, if any, of an interest in the Master Trust, give the Master Trust Trustee other instructions. The proceeds of that sale or liquidation will be applied to payments on the investor certificates. OPTIONAL TERMINATION; FINAL PAYMENT OF INVESTOR CERTIFICATES The Banks may repurchase the investor certificates of a series if the invested amount of the certificates of that series is five percent or less of the initial aggregate principal amount of the investor certificates. The purchase price will be equal to the invested amount, plus accrued interest. If the invested amount of the investor certificates of a series is greater than zero on its legal maturity date, the Master Trust Trustee will sell credit cards receivables in an amount, generally, of up to 110% of the invested amount. The net proceeds of the sale will be allocated to the investor certificates. Sale proceeds allocable to the Collateral Certificate will be treated as principal collections and allocated to the Notes. TAX MATTERS This section summarizes the material U.S. federal income tax consequences to Noteholders. However, the discussion is limited in the following ways: o The discussion only covers you if you buy your Notes in the initial offering. o The discussion only covers you if you hold your Notes as a capital asset -- that is, for investment purposes -- and if you do not have a special tax status. o The discussion does not cover tax consequences that depend upon your particular tax circumstances. You should consult your tax advisor about the consequences of holding Notes in your particular situation. o The discussion is based on current law. Changes in the law may change the tax treatment of the Notes. o The discussion does not cover state, local or foreign law. 78 o The discussion does not cover every type of Note that the Issuer might issue. For example, it does not cover Notes with an expected principal payment date within one year of issuance, foreign currency Notes, or Notes which are not to be characterized as debt for Federal income tax purposes. If your Notes are of a type not described in this summary, additional tax information will be provided in the applicable supplement to this prospectus. o The discussion does not apply to Notes issued at more than a small discount from their stated principal amount. More precisely, the discussion applies only if the discount is less than 1/4% times the number of full years from the issue date to the expected principal payment date of the Notes. This discount is referred to as "de minimis OID." If the discount on your Notes exceeds this de minimis amount, the original issue discount (OID) rules of the Internal Revenue Code will apply and additional information will be provided in a supplement to this prospectus. o The discussion does not apply to you if you are a non-U.S. Noteholder and if you (a) own 10% or more of the voting stock of Citigroup Inc. (b) are a "controlled foreign corporation" with respect to Citigroup, (c) are related to holders of any equity interest in the Issuer other than the Banks, (d) are related to any holder of any equity interest in the Master Trust other than the Issuer or the Banks or (e) are a bank making a loan in the ordinary course of its business. o There is no authority concerning many of the tax issues concerning the Issuer and the Notes. We have not requested a ruling from the Internal Revenue Service on the tax consequences of owning the Notes. As a result, the Internal Revenue Service could disagree with portions of this discussion. Because of these limitations, and because of the uncertainties described below under the subheading "Other Possible Tax Characterizations," we strongly encourage you to consult your tax advisor before purchasing Notes. TAX CHARACTERIZATION OF THE NOTES Cravath, Swaine & Moore, special federal tax counsel to the Banks and the Issuer, referred to in this capacity as "tax counsel," will provide an opinion to the Issuer that the Notes are properly characterized as indebtedness for federal income tax purposes. In addition, Noteholders will agree, by acquiring Notes, to treat the Notes as debt of the Banks for federal, state and local income and franchise tax purposes. The Banks agree to treat the Notes in the same manner for these purposes, although they will treat the Notes as equity for certain nontax purposes. TAX CHARACTERIZATION OF THE ISSUER Tax counsel will provide an opinion that the Issuer will not be an association -- or publicly traded partnership -- taxable as a corporation for federal income tax purposes. As a result, the Issuer will not have to pay federal income tax. The precise tax characterization of the Issuer for federal income tax purposes is not certain. It might be viewed as merely holding assets on behalf of the Banks as collateral for notes issued by the Banks. On the other hand, the Issuer could be viewed as a separate entity for 79 tax purposes, probably a partnership, issuing its own notes. This distinction, however, should not have a significant tax effect on Noteholders except as stated below under the heading "Other Possible Tax Characterizations." U.S. AND NON- U.S. NOTEHOLDERS Many of the tax consequences of your owning Notes depend upon whether you are a "U.S. Noteholder" or a "non-U.S. Noteholder." A "U.S. Noteholder" is (a) an individual U.S. citizen or resident alien; (b) a corporation, or entity taxable as a corporation, that was created under U.S. law, whether federal or state; or (c) an estate or trust that must pay U.S. federal income tax on its worldwide income. A "non-U.S. Noteholder" is a person or entity that is not a U.S. Noteholder. If a partnership holds Notes, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding Notes should consult their tax advisors. TAX CONSEQUENCES TO U.S. NOTEHOLDERS INTEREST Unless the OID rules apply as described in the next paragraph: o If you are a cash method taxpayer -- which includes most individual Noteholders -- you must report interest on the Notes in your income when you receive it. o If you are an accrual method taxpayer, you must report interest on the Notes in your income as it accrues. POSSIBLE OID ON THE NOTES Your Notes might be treated as having OID, even though they satisfy the requirement for de minimis OID described above in the seventh bullet point under "Tax Matters." This result could arise in two ways: o Interest on your Notes is not paid in full on a scheduled payment date. Your Notes might then be treated as having OID from that date until their principal is fully paid. o All Notes might have OID from their date of issuance, because interest is only payable out of specified cash flows allocated to the Collateral Certificate. However, the Banks intend to take the position that OID does not arise under this rule. If your Note has OID, all interest on the Note would be taxable in accordance with the rules for accruing OID. In general, there would not be a significant adverse effect on you. However: o You would have to report interest income on the Note as it accrues rather than 80 when it is paid, even if you are on the cash method of accounting. o If the Note was issued at a small discount from its face amount -- that is, with de minimis OID -- you would have to accrue that discount into income over the life of the Note. PREMIUM AND DISCOUNT Additional special rules apply in the following situations: o If you buy a Note in the initial offering for more than its stated principal amount, the excess amount you pay will be "bond premium." You can use bond premium to reduce your taxable interest income over the life of your Note. o If you buy a Note in the initial offering for less than its initial offering price to the public, special rules concerning "market discount" may apply. Appropriate adjustments to tax basis are made in these situations. Noteholders in these situations should consult their tax advisors. SALE OR RETIREMENT OF NOTES On your sale or retirement of your Note: o You will have taxable gain or loss equal to the difference between the amount received by you and your tax basis in the Note. o Your tax basis in your Note is your cost, after taking into account certain adjustments for OID, premium and discount. o Your gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if you held your Note for more than one year. o If your Note was issued at a de minimis OID, you must report that discount in your income as taxable gain on a proportionate basis as you receive principal on the Note. o If you sell a Note between interest payment dates, a portion of the amount you receive reflects interest that has accrued on the Note but has not yet been paid by the sale date. That amount is treated as ordinary interest income and not as sale proceeds. INFORMATION REPORTING AND BACKUP WITHHOLDING Under the tax rules concerning information reporting to the Internal Revenue Service: o Assuming you hold your Notes through a broker or other securities intermediary, the intermediary must provide information to the Internal Revenue Service concerning interest, OID and retirement proceeds on your Notes, unless an exemption applies. o Similarly, unless an exemption applies, you must provide the intermediary with 81 your Taxpayer Identification Number for its use in reporting information to the Internal Revenue Service. If you are an individual, this is your social security number. You are also required to comply with other Internal Revenue Service requirements concerning information reporting. o If you are required to comply with these requirements but do not comply, the intermediary must withhold 31% of all amounts payable to you on the Notes, including principal payments. This is called "backup withholding." If the intermediary withholds payments, you may use the withheld amount as a credit against your federal income tax liability. o All individual U.S. Noteholders are required to comply with these requirements. Some U.S. Noteholders, including all corporations, tax-exempt organizations and individual retirement accounts, are exempt from these requirements. OTHER POSSIBLE TAX CHARACTERIZATIONS Since we are not obtaining a ruling from the Internal Revenue Service on the tax consequences of the Notes, the Internal Revenue Service could disagree with the intended tax consequences or with the opinions of tax counsel described above under the headings "Tax Characterization of the Notes" and "Tax Characterization of the Issuer." As a result: o The Notes might be treated as equity interests in a partnership rather than debt for tax purposes. Noteholders would then be treated as partners in a partnership, with possible adverse tax results. In particular, individual Noteholders would be required to include income of the Issuer or the Master Trust in their own income as it accrues rather than when it is paid, and might not be allowed a deduction for certain expenses of the Issuer or the Master Trust, resulting in a greater = amount of taxable income than cash received. o The Issuer -- and possibly the Master Trust -- might initially or in the future be treated as a taxable corporation, with the Notes treated as debt or equity in the corporation. Tax imposed on the Issuer or the Master Trust could significantly reduce the amount of cash otherwise available for payment to Noteholders. TAX CONSEQUENCES TO NON-U.S. NOTEHOLDERS WITHHOLDING TAXES Generally, assuming the Notes are debt for federal income tax purposes -- as provided in the opinion of tax counsel -- no U.S. taxes are required to be withheld from payments of principal and interest on the Notes . However, for the exemption from withholding taxes to apply to you, you must meet one of the following requirements: o You provide your name, address and a signed statement that you are the beneficial owner of the Notes and that you are not as a U.S. Noteholder. This statement is generally made on Internal Revenue Service Form W-8 or Form W-8BEN. 82 o You or your agent claim an exemption from withholding tax under an applicable tax treaty. This claim is generally made on Form 1001 or Form W-8BEN. o You or your agent claim an exemption from withholding tax on the ground that the income is effectively connected with the conduct of a trade or business in the U.S. This claim is generally made on Form 4224 or Form W-8ECI. You should consult your tax advisor about the specific procedures for satisfying these requirements. These procedures will change on January 1, 2001. In addition, a claim for exemption will not be valid if the person receiving the applicable form has actual knowledge that the statements on the form are false. SALE OR RETIREMENT OF NOTES If you sell a Note or it is redeemed, you will not have to pay federal income tax on any gain unless one of the following applies: o The gain is connected with a trade or business that you conduct in the U.S. o You are an individual, you are present in the U.S. for at least 183 days during the year in which you dispose of the Note, and certain other conditions are satisfied. o The gain represents accrued interest or OID, in which case the rules for interest would apply. U.S. TRADE OR BUSINESS If you hold your Note in connection with a trade or business that you are conducting in the U.S.: o Any interest on the Note, and any gain from disposing of the Note, generally will be taxable as income as if you were a U.S. Noteholder. o If you are a corporation, you may be required to pay the "branch profits tax" on your earnings that are connected with your U.S. trade or business, including earnings from the Note. This tax is 30%, but may be reduced or eliminated by an applicable income tax treaty. ESTATE TAXES If you are an individual, no U.S. estate tax will apply to your Note when you die. However, this rule only applies if, at your death, payments on the Note were not connected to a trade or business that you were conducting in the U.S. INFORMATION REPORTING AND BACKUP WITHHOLDING U.S. rules concerning information reporting and backup withholding are described above under the heading "Tax Consequences to U.S. Noteholders." Under these rules: o Principal and interest payments you receive will be automatically exempt from the usual rules if you provide the tax certifications needed to avoid withholding tax on interest, unless the recipient of the applicable form knows that the form 83 is false. However, interest payments made to you will be reported to the Internal Revenue Service on Form 1042-S. o Sale proceeds you receive on a sale of your Notes through a broker may be subject to these rules if you are not eligible for an exemption. In particular, information reporting and backup reporting may apply if you use the U.S. office of a broker. Information reporting, but not backup withholding, may apply if ============= = = you use the foreign office of a broker that has certain connections to the U.S. You should consult your tax advisor concerning information reporting and backup withholding on a sale. OTHER POSSIBLE TAX CHARACTERIZATIONS If the Issuer or the Master Trust is treated as a taxable corporation, the tax liability of the Issuer or the Master Trust could reduce the amount of cash available to Noteholders. In addition, if your Notes are characterized as equity rather than debt for federal income tax purposes, there could be material adverse tax consequences to you. For example: o If your Notes were equity interests in a partnership, (a) 30% U.S. withholding tax might apply to the gross amount of income of the Issuer allocable to you, or (b) you might have to file a tax return in the U.S. and pay tax on your share of net income of the Issuer as if that income were your U.S. business income. A corporate Noteholder might also be required to pay the "branch profits tax." o If your Notes are equity interests in a corporation, all interest payable to you might be treated as a dividend subject to 30% withholding tax, or a lower rate provided for dividends by a tax treaty. Non-U.S. Noteholders should consult their tax advisors concerning these risks. BENEFIT PLAN INVESTORS Benefit plans are required to comply with restrictions under the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, known as ERISA. These restrictions include rules concerning prudence and diversification of the investment of assets of a benefit plan - referred to as "plan assets." A benefit plan fiduciary should consider whether an investment by the benefit plan in Notes complies with these requirements. In general, a benefit plan for these purposes includes: o an employee benefit plan that is tax-qualified under the Internal Revenue Code and provides deferred compensation to employees -- such as a pension, profit-sharing, section 401(k) or Keogh plan; o an individual retirement account; and o a collective investment fund or other entity, if (a) the fund or entity has one or more benefit plan investors and (b) certain "look-through" rules apply and treat the assets of the fund or entity as constituting plan assets of the benefit plan investor. 84 However, a plan maintained by a government is not a benefit plan unless it is tax-qualified under the Internal Revenue Code. A fund or other entity -- including an insurance company general account -- considering an investment in Notes should consult its tax advisors concerning whether its assets might be considered plan assets under these rules. PROHIBITED TRANSACTIONS ERISA and the Internal Revenue Code also prohibit transactions of a specified type between a benefit plan and a party in interest who is related in a specified manner to the benefit plan. Violation of these prohibited transaction rules may result in significant penalties. There are statutory exemptions from the prohibited transaction rules, and the U.S. Department of Labor has granted administrative exemptions of specified transactions. POTENTIAL PROHIBITED TRANSACTIONS FROM INVESTMENT IN NOTES There are two categories of prohibited transactions that might arise from a benefit plan's investment in Notes. Fiduciaries of benefit plans contemplating an investment in Notes should carefully consider whether the investment would violate these rules. PROHIBITED TRANSACTIONS BETWEEN THE BENEFIT PLAN AND A PARTY IN INTEREST The first category of prohibited transaction could arise on the grounds that the benefit plan, by purchasing Notes, was engaged in a prohibited transaction with a party in interest. A prohibited transaction could arise, for example, if the Notes were viewed as debt of the Banks and a Bank was a party in interest as to the benefit plan. A prohibited transaction could also arise if a Bank, the Master Trust Trustee, the Indenture Trustee, the servicer or another party with an economic relationship to the Issuer or the Master Trust either o is involved in the investment decision for the benefit plan to purchase Notes or o is otherwise a party in interest as to the benefit plan. If a prohibited transaction might result from the benefit plan's purchase of Notes, an administrative exemption from the prohibited transaction rules might be available to permit an investment in Notes. The exemptions that are potentially available include the following prohibited transaction class exemptions: o 96-23, available to "in-house asset managers"; o 95-60, available to insurance company general accounts; o 91-38, available to bank collective investment funds; o 90-1, available to insurance company pooled separate accounts; and o 84-14, available to "qualified professional asset managers." However, even if the benefit plan is eligible for one of these exemptions, the exemption may not cover every aspect of the investment by the benefit plan that might be a prohibited transaction. 85 PROHIBITED TRANSACTIONS BETWEEN THE ISSUER OR MASTER TRUST AND A PARTY IN INTEREST The second category of prohibited transactions could arise if o a benefit plan acquires Notes, and o under a Department of Labor plan asset regulation, assets of the Issuer or the Master Trust are treated as if they were plan assets of the benefit plan. In this case, every transaction by the Issuer or the Master Trust would be treated as a transaction by the benefit plan using plan assets. If assets of the Issuer or the Master Trust are treated as plan assets, a prohibited transaction could result if the Issuer or the Master Trust itself engages in a transaction with a party in interest as to the benefit plan. For example, if the Master Trust assets are treated as assets of a benefit plan and the Master Trust holds a credit card receivable that is an obligation of a participant in that same benefit plan , then there would be a prohibited extension of credit between the benefit plan and a party in interest, the plan participant. As a result, if assets of the Issuer or the Master Trust are treated as plan assets, there would be a significant risk of a prohibited transaction. Moreover, the prohibited transaction class exemptions referred to above could not be relied on to exempt all the transactions of the Issuer or the Master Trust from the prohibited transaction rules. In addition, because all the assets of the Issuer or the Master Trust would be treated as plan assets, managers of those assets might be required to comply with the fiduciary responsibility rules of ERISA. Under an exemption in the plan asset regulations, assets of the Issuer or Master Trust would not be considered plan assets, and so this risk of prohibited transactions would not arise, if a benefit plan purchased a Note that o was treated as indebtedness under local law, and o had no "substantial equity features." The Issuer expects that all Notes offered by this prospectus will be indebtedness under local law. Likewise, although there is no authority directly on point, the Issuer believes that the Notes should not be considered to have substantial equity features. As a result, the plan asset regulations should not apply to cause assets of the Issuer or the Master Trust to be treated as plan assets. INVESTMENT BY BENEFIT PLAN INVESTORS For the reasons described in the preceding sections, benefit plans can purchase Notes. However, the fiduciary of the benefit plan must ultimately determine whether the requirements of the plan asset regulation are satisfied. More generally, the fiduciary must determine whether the benefit plan's investment in Notes will result in one or more nonexempt prohibited transactions or otherwise violate the provisions of ERISA or the Internal Revenue Code. TAX CONSEQUENCES TO BENEFIT PLANS In general, assuming the Notes are debt for federal income tax purposes, interest income 86 on Notes would not be taxable to benefit plans that were tax-exempt under the Internal Revenue Code, unless the Notes were "debt-financed property" because of borrowings by the benefit plan itself. However, if, contrary to the opinion of tax counsel, for federal income tax purposes, the Notes were equity interests in a partnership and the partnership or the Master Trust were viewed as having other outstanding debt, then all or part of the interest income on the Notes would be taxable to the benefit plan as "debt-financed income." Benefit plans should consult their tax advisors concerning the tax consequences of purchasing Notes. PLAN OF DISTRIBUTION The Issuer may offer and sell the Notes in any of three ways: (1) directly to one or more purchasers, (2) through agents, or (3) through underwriters. Any underwriter or agent that offers the Notes may be an affiliate of the Issuer, and offers and sales of Notes may include secondary market transactions by affiliates of the Issuer. These affiliates may act as principal or agent in secondary market transactions. Secondary market transactions will be made at prices related to prevailing market prices at the time of sale. The Issuer will specify in a supplement to this prospectus the terms of each offering, including o the name or names of any underwriters or agents, o the managing underwriters of any underwriting syndicate, o the public offering or purchase price, o the net proceeds to the Issuer from the sale, o any underwriting discounts and other items constituting underwriters' compensation, o any discounts and commissions allowed or paid to dealers, o any commissions allowed or paid to agents, and o the securities exchanges, if any, on which the Notes will be listed. Dealer trading may take place in certain of the Notes, including Notes not listed on any securities exchange. Direct sales may be made on a national securities exchange or otherwise. If the Issuer, directly or through agents, solicits offers to purchase Notes, the Issuer reserves the sole right to accept and, together with its agents, to reject in whole or in part any proposed purchase of Notes. The Issuer may change any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. If indicated in a supplement to this prospectus, the Issuer will authorize underwriters or agents to solicit offers by certain institutions to purchase securities from the Issuer pursuant to delayed delivery contracts providing for payment and delivery at a future date. Any underwriter or agent participating in the distribution of securities, including Notes offered by this prospectus, may be deemed to be an underwriter of those securities under the Securities Act of 1933 and any discounts or commissions received by them and any profit realized by them on the sale or resale of the securities may be deemed to be underwriting 87 discounts and commissions. The Issuer may agree to indemnify underwriters, agents and their controlling persons against certain civil liabilities, including liabilities under the Securities Act of 1933 in connection with their participation in the distribution of Issuer's Notes. UNDERWRITERS AND AGENTS PARTICIPATING IN THE DISTRIBUTION OF THE SECURITIES, AND THEIR CONTROLLING PERSONS, MAY ENGAGE IN TRANSACTIONS WITH AND PERFORM SERVICES FOR THE ISSUER OR ITS AFFILIATES IN THE ORDINARY COURSE OF BUSINESS. LEGAL MATTERS Stephanie B. Mudick, Esq., as General Counsel--Corporate Law of Citigroup Inc., will pass upon the validity of the Notes for the Issuer. Cravath, Swaine & Moore, New York, New York will pass upon the validity of the Notes for any agents or underwriters. Cravath, Swaine & Moore, New York, New York will also pass upon certain federal income tax matters for the Issuer. Ms. Mudick beneficially owns, or has the right to acquire under Citigroup's employee benefit plans, an aggregate of less than 0.01% of Citigroup's outstanding common stock. 88 GLOSSARY OF DEFINED TERMS "AVAILABLE SUBORDINATED AMOUNT" when used with respect to a senior class of Notes of a multiple issuance series, means the amount of a subordinated class that is available to that senior class on the date that the senior class of Notes of that series is issued. It is also used to determine when a subordinated class of a multiple issuance series of Notes may be repaid while senior classes of Notes of that series are outstanding. See "The Notes--Issuances of new series and classes of Notes," "--Required Subordinated Amount" and "Deposit and Application of Funds--Limit on repayments of subordinated classes of multiple issuance series." "BANKS" means Citibank (South Dakota), N.A. and Citibank (Nevada), National Association. "BOOK-ENTRY NOTE" means each beneficial interest in a global note. "CEDELBANK" means Cedelbank, societe anonyme. "CLASS" means each of the Class A Notes, Class B Notes and Class C Notes which together comprise a series. A class of a multiple issuance series may have subclasses. Whenever a "class" of Notes is referred to in this prospectus, it also includes all subclasses of that Note, unless the context otherwise requires. "CLASS A NOTES," "CLASS B NOTES" and "CLASS C NOTES" mean the secured debt securities offered by this prospectus. "COLLATERAL CERTIFICATe" means the investor certificate issued by the Master Trust to the Issuer and representing an undivided interest in the assets of the Master Trust. "DERIVATIVE AGREEMENTS" means those agreements, if any, including interest rate or currency swaps, caps, collars, guaranteed investment contracts or other similar agreements with various counterparties that the Issuer has entered into to manage interest rate or currency risk relating to some of the Notes. "DISCOUNT NOTE" means a Note that provides for an amount less than its stated principal amount to be payable if an early redemption event or event of default occurs with respect to that Note prior to its expected principal payment date. "DTC" means The Depository Trust Company. "EARLY AMORTIZATION EVENT" means any event specified as an early amortization event in the pooling and servicing agreement. Early amortization events include: o the failure of either Bank to (1) make any payment or deposit required under the pooling and servicing agreement or the related series supplement within five business days after the payment or deposit was required to be made or (2) observe or perform any of its other covenants or agreements in the pooling and servicing agreement or series supplement, which failure has a material adverse affect on investors and continues unremedied for 60 days after notice; 89 o a breach of any representation or warranty made by the Banks in the pooling and servicing agreement or related series supplement which continues to be incorrect in any material respect for 60 days after notice; o the occurrence of an insolvency event; o the failure by the Banks to make a lump addition within five business days after the date it was required to be made; o the Master Trust becomes an "investment company" within the meaning of the Investment Company Act of 1940, as amended; o the occurrence of a servicer default by Citibank (South Dakota); and o either of the Banks is unable to transfer credit card receivables to the Master Trust. A series of investor certificates may have additional early amortization events applicable to that series. "EARLY REDEMPTION EVENT" means any event specified as an early redemption event in the indenture. Early redemption events with respect to any class of Notes include: o the occurrence of a Note's expected principal payment date; o each of the early amortization events applicable to the Collateral Certificate, as described under "The Master Trust--Early Amortization Events"; o mandatory prepayment of the entire Collateral Certificate resulting from a breach of a representation or warranty by the Banks under the pooling and servicing agreement; o the amount of surplus finance charge collections averaged over any three consecutive months is less than the required surplus finance charge amount for the most recent month; o the Banks fail to maintain the weighted average interest rate applicable to the credit card accounts in the Master Trust at a level at least 6% higher than the weighted average interest rate applicable to all of the investor certificates issued by the Master Trust -- other than the Collateral Certificate -- and the Notes; o the Issuer becomes an "investment company" within the meaning of the Investment Company Act of 1940, as amended; o the aggregate nominal liquidation amount of Class B Notes of a series is reduced to ___ % or less of the initial nominal liquidation amount of outstanding Class B Notes of that series; o if the Notes of that class have the benefit of a derivative agreement, any derivative counterparty defaults on any of its payment obligations under 90 that agreement and the default continues for the period established in that agreement; or o any additional early redemption event specified in a supplement to this prospectus. "ELIGIBLE ACCOUNT" means a credit card account owned by Citibank (South Dakota) that o is in existence and maintained by Citibank (South Dakota), o is payable in U.S. dollars, o in the case of the initial accounts designated to the Master Trust, has a cardholder with a billing address located in the United States or its territories or possessions or a military address, o has a cardholder who has not been identified as being involved in a voluntary or involuntary bankruptcy proceeding, o has not been identified as an account with respect to which the related card has been lost or stolen, o has not been sold or pledged to any other party, o does not have receivables that have been sold or pledged to any other party, and o in the case of the initial accounts designated to the Master Trust, is a MasterCard or VISA revolving credit card account. "ELIGIBLE RECEIVABLE" means a credit card receivable o that has arisen under an eligible account, o that was created in compliance in all material respects with all requirements of law and pursuant to a credit card agreement that complies in all material respects with all requirements of law, o with respect to which all material consents, licenses, approvals or authorizations of, or registrations with, any governmental authority required to be obtained or given in connection with the creation of that receivable or the execution, delivery, creation and performance by Citibank (South Dakota) or by the original credit card issuer, if not Citibank (South Dakota), of the related credit card agreement have been duly obtained or given and are in full force and effect, o as to which at the time of its transfer to the Master Trust, the Banks or the Master Trust have good and marketable title, free and clear of all liens, encumbrances, charges and security interests, o that has been the subject of a valid sale and assignment from the Banks to the Master Trust of all the Banks' right, title and interest in the receivable or 91 the grant of a first priority perfected security interest in the receivable and its proceeds, o that will at all times be a legal, valid and binding payment obligation of the cardholder enforceable against the cardholder in accordance with its terms, except for certain bankruptcy-related matters, o that at the time of its transfer to the Master Trust, has not been waived or modified except as permitted under the pooling and servicing agreement, o that is not at the time of its transfer to the Master Trust subject to any right of rescission, set off, counterclaim or defense, including the defense of usury, other than certain bankruptcy-related defenses, o as to which the Banks have satisfied all obligations to be fulfilled at the time it is transferred to the Master Trust, o as to which the Banks have done nothing, at the time of its transfer to the Master Trust, to impair the rights of the Master Trust or investor certificateholders, and o that constitutes either an "account" or a "general intangible" under the Uniform Commercial Code in effect in the states of Nevada and South Dakota. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "EUROCLEAR" means the system created in 1968 to hold securities for its participants and to clear and settle transactions between its participants through simultaneous electronic book-entry delivery against payment. "EVENT OF DEFAULT" means, for any series or class of Notes: o the Issuer's failure, uncured after five business days, to pay interest on any Note when due; o the Issuer's failure to pay the stated principal amount of any Note on its legal maturity date; o the Issuer's default in the performance, or breach, uncured 60 days after written notice by the indenture trustee or by the holders of 10% of the outstanding Notes of the affected series or class, of any other of its covenants or warranties in the indenture -- other than a covenant or warranty included in the indenture solely for the benefit of series or classes of notes other than that particular series or class --and the default or breach is materially adverse to those Noteholders; o the occurrence of certain events of bankruptcy, insolvency or reorganization of the Issuer; or o any additional events of default specified in a supplement to this prospectus. 92 "EXCESS FINANCE CHARGE COLLECTIONS" means finance charge collections that are initially allocated to a series of investor certificates under the Master Trust, but are not needed in the month of allocation to be applied to the payment of interest on investor certificates to which they were allocated, or in the case of the Collateral Certificate, not needed to be applied to the payment of the Trustee's fees and expenses or to be applied to the payment of interest on the Notes. "EXPECTED PRINCIPAL PAYMENT DATE" means, with respect to any Note, the date on which the Issuer expects to pay the stated principal amount of the Note. The Issuer will be obligated to pay the full stated principal amount of a Note on its expected principal payment date if funds are available for that purpose. The expected principal payment date will be specified in a supplement to this prospectus. "FINANCE CHARGE RECEIVABLES" means all periodic finance charges, annual membership fees, cash advance fees and late charges on amounts charged for merchandise and services, interchange and some other fees designated by the Banks. "FIXED RATE NOTE" means a Note that bears interest at a fixed rate. "FLOATING RATE NOTE" means a Note that bears interest at a variable rate. "GLOBAL NOTE" means one or more fully registered permanent global notes, without interest coupons, representing all the Notes of a class or, if applicable, subclass. "INDENTURE" means the indenture between the Issuer and Bankers Trust Company, as trustee, as supplemented or amended from time to time, and pursuant to which the Notes will be issued. "INDENTURE TRUSTEE" means Bankers Trust Company, a New York banking corporation, in its capacity as trustee under the indenture, or any successor thereto appointed pursuant to the indenture. "ISSUER TRUSTEE" means [ ], a [Delaware bank], in its capacity as trustee of the Issuer under the trust agreement, or any successor thereto appointed pursuant to the trust agreement. "INSOLVENCY EVENT" means the occurrence of certain bankruptcy events relating to either Bank. "INTERCHANGE" means those fees received by Citibank (South Dakota), as a credit card-issuing bank, from MasterCard International and VISA as partial compensation for taking credit risk, absorbing fraud losses and funding receivables for a limited period before initial billing. Interchange varies from approximately 1% to 2% of the transaction amount, but these amounts may be changed by MasterCard International or VISA. "INTEREST PERIOD" means each period during which interest accrues on a Note. "INVESTED AMOUNT" of any investor certificate -- including the Collateral Certificate -- is the fluctuating amount representing the investment of investors -- other than the Banks -- in the pool of credit card principal receivables held by the Master Trust. The invested amount of the Collateral Certificate is equal to 93 o the aggregate outstanding dollar principal amount of the Notes; o minus the amount of losses on the credit card receivables allocated to the Collateral Certificate; o minus the amount of reallocations of principal collections on the Collateral Certificate that are applied to pay interest on the Notes; o plus the amount of reimbursements of losses on the credit card receivables and reimbursements of reductions from reallocations of principal collections, made from excess finance charge collections which are allocated to the Collateral Certificate; and o minus the aggregate amount on deposit in the principal funding account for the outstanding Notes. The invested amount of the Collateral Certificate will be increased by: o the initial outstanding dollar principal amount of new issuances of Notes; o accretions of principal on discount Notes; and o reimbursement of earlier reductions from excess finance charge collections. The invested amount of the Collateral Certificate will be decreased by: o payments of principal collections to the Issuer, including both principal collections that are allocated to pay principal of the Notes and those reallocated to pay interest on the Notes; and o charge-offs to the principal receivables held in the Master Trust that are allocated to the Collateral Certificate. The invested amount of the Collateral Certificate will always be equal to the sum of the nominal liquidation amounts for all series and classes of Notes. "ISSUER" means Citibank Credit Card Issuance Trust, a Delaware business trust. "LEGAL MATURITY DATE" means, with respect to any Note, the date on which the Note is legally required to be fully paid. The legal maturity date will be specified in a supplement to this prospectus. "LUMP ADDITION" means the designation by the Banks, at their option, of additional credit card accounts to the Master Trust, the receivables in which will be sold and assigned to the Master Trust. A lump addition consists of o credit card receivables arising in eligible accounts in Citibank (South Dakota)'s credit card portfolio, o credit card receivables arising in portfolios of revolving credit card accounts acquired by the Banks from other credit card issuers, 94 o credit card receivables arising from nonpremium and premium MasterCard and VISA credit card accounts previously transferred by the Banks to other trusts formed by the Banks which have reached their maturity dates, o credit card receivables arising in any other revolving credit card accounts of a type that has previously not been included in the accounts, and o participations representing undivided interests in a pool of assets primarily consisting of revolving credit card accounts and collections on those accounts. "MASTER TRUST" means Citibank Credit Card Master Trust I, a New York common law trust. "MASTER TRUST TRUSTEE" means Bankers Trust Company, a New York banking corporation, in its capacity as trustee of the Master Trust, or any successor thereto appointed pursuant to the pooling and servicing agreement. "MONTHLY INTEREST DATE" means, with respect to any class or subclass of Notes: o for any month in which interest is to be paid, the scheduled interest payment date, and o for any month in which no scheduled interest payment date occurs, the date in that month corresponding numerically to the next scheduled interest payment date for that class or subclass of Notes, or in the case of a class of zero-coupon discount Notes, the expected principal payment date for that class; but - if there is no numerically corresponding day in that month, then the monthly interest date will be the last business day of the month, and - if the numerically corresponding day is not a business day with respect to that class or subclass, the monthly interest date will be the next following business day, unless that business day would fall in the following month, in which case the monthly interest date will be the last business day of the earlier month. "MONTHLY PRINCIPAL DATE" means with respect to any class or subclass of Notes: o for any month in which the expected principal payment date occurs, the expected principal payment date, or if that day is not a business day, the next following business day, and o for any month in which no expected principal payment date occurs, the date in that month corresponding numerically to the expected principal payment date for that class or subclass of Notes; but - if there is no numerically corresponding day in that month, then the monthly principal date will be the last business day of the month, and - if the numerically corresponding day is not a business day with 95 respect to that class or subclass, the monthly principal date will be the next following business day, unless that business day would fall in the following month, in which case the monthly principal date will be the last business day of the earlier month. "MULTIPLE ISSUANCE SERIES" means any series of Notes that permits the issuance of multiple subclasses of each class of Notes. "new accounts" means newly originated credit card accounts that the Banks may designate to be included as accounts of the Master Trust if they meet the conditions in the pooling and servicing agreement. "NOMINAL LIQUIDATION AMOUNT" of a Note corresponds to the portion of the invested amount of the Collateral Certificate that would be allocated to that Note if the Master Trust were liquidated. See "The Notes--Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount." The sum of all of the nominal liquidation amounts of all Notes will be equal to the invested amount of the Collateral Certificate. "NOTES" means the Class A Notes, Class B Notes and Class C Notes. "OID" means original issue discount for United States federal income tax purposes. "OUTSTANDING DOLLAR PRINCIPAL AMOUNT" of a Note is the same as the stated principal amount for U.S. dollar Notes, unless they are discount Notes or foreign currency Notes. See "The Notes--Stated principal amount, outstanding dollar principal amount and nominal liquidation amount." "PARTICIPANT" means a securities intermediary -- such as a bank, brokerage house or other institution that maintains securities accounts for customers -- that has an account with DTC or its nominee. "PERFORMING" means, with respect to any derivative agreement, that no payment default or repudiation by the derivative counterparty has occurred. "PLAN ASSETs" means the assets of an employee benefit plan. "POOLING AND SERVICING AGREEMENT" means the pooling and servicing agreement among Citibank (South Dakota), as seller and servicer, Citibank (Nevada), as seller, and Bankers Trust Company, as trustee, pursuant to which the Master Trust is operated. "PORTFOLIO YIELD" of the Master Trust receivables means, for any monthly period, the annualized percentage equivalent of a fraction: o the numerator of which is the amount of collections of finance charge receivables during the immediately preceding monthly period calculated on a cash basis after subtracting the excess, if any, of the amount of principal receivables which were charged off as uncollectible in that monthly period over the aggregate amount of recoveries on charged off principal receivables for that monthly period, and o the denominator of which is the total amount of principal receivables as of the last day of the immediately preceding monthly period. 96 "PRINCIPAL RECEIVABLES" means all amounts charged by cardholders for merchandise and services, amounts advanced to cardholders as cash advances and all fees not designated as finance charge receivables billed to cardholders on the credit card accounts. "RECORD DATE" means the last day of the month before the related payment date of a Note. "REQUIRED SUBORDINATED AMOUNT" when used with respect to a senior class of Notes, means the amount of a subordinated class that is required to be outstanding on the date that the senior class of Notes is issued. It is also used to determine when a subordinated class of a multiple issuance series of Notes may be repaid while senior classes of Notes of that series are outstanding. See "The Notes--Issuances of new series and classes of Notes," "--Required Subordinated Amount" and "Deposit and Application of Funds--Limit on repayments of subordinated classes of multiple issuance series." "REQUIRED SURPLUS FINANCE CHARGE AMOUNT" means, for any monthly period, an amount equal to one twelfth of (1) the invested amount of the Collateral Certificate as of the last day of the preceding monthly period, times (2) a decimal number, which will initially equal zero, but may be changed by the Issuer so long as the Issuer reasonably believes that the change will not (x) adversely affect the amount of funds available for distribution to Noteholders or the timing of the distribution of those funds, (y) result in an early redemption event or event of default or (z) adversely affect the security interest of the Indenture Trustee in the collateral securing the outstanding Notes. "SELLERS' INTEREST" means the Banks' undivided interest in the Master Trust. The Sellers' Interest represents the economic interest in the Master Trust remaining after subtracting from the aggregate economic interests in the Master Trust the interests represented by the Collateral Certificate and all other investor certificates issued by the Master Trust. "SINGLE ISSUANCE SERIES" means any series of Notes that does not permit the issuance of multiple subclasses of each class of Notes. "STATED PRINCIPAL AMOUNT" of a Note is the U.S. dollar or foreign currency amount stated on the face of the Note to be payable on the expected principal payment date of the Note. See "The Notes--Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount." "SURPLUS FINANCE CHARGE COLLECTIONS" means, for any monthly period, (a) the amount of finance charge collections received by the Issuer in respect of the Collateral Certificate, plus (b) net earnings and other gain from amounts on deposit in the trust accounts, other than the principal funding account for the Notes, minus (c) the amount required to pay the fees and expenses of the Indenture Trustee and to make the required deposit to the interest funding account for the Notes for that period. "TRUST ACCOUNTS" means the following accounts established by the Issuer: o the collection account; o the principal funding account, comprised of a subaccount for each class and subclass of Notes of a series; o the interest funding account, comprised of a subaccount for each class and subclass of Notes of a series; 97 o the Class C reserve account, comprised of a subaccount for each class and subclass of Class C Notes of a series; and o any supplemental accounts for any series, class or subclass of Notes as are specified in a supplement to this prospectus. "TRUST AGREEMENT" means the trust agreement among Citibank (South Dakota) and Citibank (Nevada), as beneficiaries, and [ ], as Issuer Trustee, pursuant to which the Issuer has been established. 98 ANNEX I This annex forms an integral part of the prospectus. THE CREDIT CARD BUSINESS OF CITIBANK (SOUTH DAKOTA) GENERAL Citibank (South Dakota) services the credit card accounts at its facilities in Sioux Falls, South Dakota, and through affiliated credit card processors pursuant to service contracts. Citibank (South Dakota) is a member of MasterCard International and VISA. MasterCard and VISA credit cards are issued as part of the worldwide MasterCard International and VISA systems, and transactions creating the receivables through the use of those credit cards are processed through the MasterCard International and VISA authorization and settlement systems. If either system were to materially curtail its activities, or if Citibank (South Dakota) were to cease being a member of MasterCard International or VISA, for any reason, an early amortization event with respect to the Collateral Certificate could occur, and delays in payments on the receivables and possible reductions in the amounts of receivables could also occur. The MasterCard and VISA credit card accounts owned by Citibank (South Dakota) were principally generated through: o applications mailed directly to prospective cardholders; o applications made available to prospective cardholders at the banking facilities of Citibank (South Dakota), at other financial institutions and at retail outlets; o applications generated by advertising on television, on radio and in magazines; o direct mail and telemarketing solicitation for accounts on a pre-approved credit basis; o solicitation of cardholders of existing nonpremium accounts for premium accounts; o applications through affinity and co-brand marketing programs; and purchases of accounts from other credit card issuers. On February 26, 1999 the Banks and some of their affiliates entered into an agreement with MasterCard International. As a result of this agreement, the portfolio of credit card accounts owned by Citibank (South Dakota) is expected to have a larger proportion of MasterCard accounts in the future. This shift could be accompanied by some attrition of accounts. Based on current analyses, the Banks do not expect their performance of this agreement or any related attrition of accounts to have a material adverse effect on investors in the Master Trust or the Notes. ACQUISITION AND USE OF CREDIT CARDS Citibank (South Dakota) reviews each application for a new credit card account for completeness and creditworthiness. Citibank (South Dakota) generally obtains a credit report on the applicant issued by an independent credit reporting agency. In the event there are discrepancies between the application and the credit report Citibank (South Dakota) may verify A-1 the information on the applicant. Citibank (South Dakota) generally evaluates the ability of an applicant for a credit card account to repay credit card balances by applying a credit scoring system using models developed in-house and models developed with the assistance of an independent firm with extensive experience in developing credit scoring models. Credit scoring is intended to provide a general indication, based on the information available, of the applicant's willingness and ability to repay his or her obligations. Credit scoring evaluates a potential cardholder's credit profile to arrive at an estimate of the associated credit risk. Models for credit scoring are developed by using statistics to evaluate common characteristics and their correlation with credit risk. The credit scoring model used to evaluate a particular applicant is based on a variety of factors, including the manner in which the application was made or the manner in which the account was acquired as well as the type of residence of the applicant. From time to time Citibank (South Dakota) reviews its credit scoring models and, if necessary, updates them to reflect more current statistical information. Once an application to open an account is approved an initial credit limit is established for the account based on, among other things, the applicant's credit score and the source from which the account was acquired. Citibank (South Dakota) also generates new credit card accounts through direct mail and telemarketing solicitation campaigns directed at individuals who have been pre-approved by Citibank (South Dakota). Citibank (South Dakota) identifies potential cardholders for pre-approved direct mail or telemarketing solicitation campaigns by supplying a list of credit criteria to a credit bureau which generates a list of individuals who meet those criteria and forwards the list to a processing vendor. The processing vendor screens the list in accordance with the credit criteria of Citibank (South Dakota) to determine the eligibility of the individuals on the list for a pre-approved solicitation. Individuals qualifying for pre-approved direct mail or telemarketing solicitation are offered a credit card without having to complete a detailed application. In the case of pre-approved solicitations, a predetermined credit limit is reserved for each member of the group being solicited, which credit limit may be based upon, among other things, each member's individual credit profile, level of existing and potential indebtedness relative to assumed income and estimated income and the availability of additional demographic data for that member. In recent years, Citibank (South Dakota) has added affinity and co-brand marketing to its other means of business development. Affinity marketing involves the solicitation of prospective cardholders from identifiable groups with a common interest and/or common cause. Affinity marketing is conducted through two approaches: the solicitation of organized membership groups with the written endorsement of the group's leadership, and direct mail solicitation of prospective cardholders through the use of a list purchased from a group. Co-brand marketing is an outgrowth of affinity marketing. It involves the solicitation of customers of a retailer, service provider or manufacturer which has a recognizable brand name or logo. Consumers are likely to acquire and use a co-branded card because of the benefits provided by the co-brander. The co-brander may play a major role in the marketing and solicitation of co-branded cards. Solicitation activities used in connection with affinity and co-brand marketing also include solicitations in appropriate magazines, telemarketing and applications made available to prospective cardholders in appropriate locations. In some cases, pre-approved solicitations will be used in the same manner as described in the second preceding paragraph. Citibank (South Dakota) purchases credit card accounts that were originally opened using criteria established by the institution from which the accounts were purchased or by the A-2 institution from which the selling institution originally purchased the accounts. Citibank (South Dakota) screens purchased accounts against criteria established at the time of acquisition to determine whether any of the purchased accounts should be closed immediately. Any accounts failing the criteria are closed and no further purchases or cash advances are authorized. All other purchased accounts remain open. The credit limits on these accounts are based initially on the limits established or maintained by the selling institution. Each cardholder is party to an agreement governing the terms and conditions of the account. Each agreement provides that Citibank (South Dakota) may change or terminate any terms, conditions, services or features of the accounts, including increasing or decreasing periodic finance charges, other charges or minimum payments. Credit limits may be adjusted periodically based upon an evaluation of the cardholder's performance. COLLECTION OF DELINQUENT ACCOUNTS Generally, Citibank (South Dakota) considers a MasterCard or VISA credit card account delinquent if it does not receive the minimum payment due by the due date indicated on the cardholder's statement. Personnel of Citibank (South Dakota) and affiliated credit card processors pursuant to service contracts, supplemented by collection agencies and attorneys retained by Citibank (South Dakota), attempt to collect delinquent credit card receivables. Under current practice, Citibank (South Dakota) includes a request for payment of overdue amounts on all billing statements issued after the account becomes delinquent. While collection personnel initiate telephone contact with cardholders whose credit card accounts are as few as five days delinquent, based on credit scoring criteria, generally contact is initiated when an account is 35 days or more delinquent. In the event that initial telephone contact fails to resolve the delinquency, Citibank (South Dakota) continues to contact the cardholder by telephone and by mail. Generally, if an account is 15 days delinquent or if a cardholder exceeds that cardholder's credit limit by more than 5%, no additional extensions of credit through that account are authorized and, no more than 95 days after an account becomes delinquent, the account is closed. The servicer may also, at its discretion, enter into arrangements with delinquent cardholders to extend or otherwise change payment schedules. The current policy of the servicer is to charge-off the receivables in an account when that account becomes 185 days delinquent or, if the servicer receives notice that a cardholder has filed for bankruptcy or has had a bankruptcy petition filed against it, the servicer will charge-off the receivables in that account not later than 60 days after the servicer receives notice. The credit evaluation, servicing and charge-off policies and collection practices of Citibank (South Dakota) may change over time in accordance with the business judgment of Citibank (South Dakota), applicable law and guidelines established by applicable regulatory authorities. Many computer applications have been written using two digits rather than four to define the applicable year, and therefore may not recognize a date using "00" as the Year 2000. This could result in the inability of the application to properly process transactions with dates in the Year 2000 or thereafter. Citibank (South Dakota) and Citibank (Nevada) have assessed and, where necessary, are updating their computer applications and business processes to provide for their continued functionality and expect to complete implementation of the necessary changes in a timely manner. Neither Citibank (South Dakota) nor Citibank (Nevada) anticipates that the A-3 costs related to implementation will be material to any single year or quarter. In addition, an assessment of the readiness of third parties with which Citibank (South Dakota) and Citibank (Nevada) interface in achieving Year 2000 compliance is ongoing. Lack of readiness by these third parties could expose Citibank (South Dakota) and/or Citibank (Nevada) to impairment of business processes and activities. Citibank (South Dakota) and Citibank (Nevada) are assessing these risks and are creating contingency plans intended to address perceived risks. Neither Citibank (South Dakota) nor Citibank (Nevada) can predict what effect the failure of a third party to address, in a timely manner, the Year 2000 problem would have on the Banks. A-4 [FLAG] THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE SUPPLEMENT REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. Subject to Completion, dated December 20, 1999 FORM OF PROSPECTUS SUPPLEMENT FOR A SUBCLASS OF NOTES OF A MULTIPLE ISSUANCE SERIES PROSPECTUS SUPPLEMENT DATED __________ __, [ ] (to Prospectus dated __________ __, [ ]) CITIBANK CREDIT CARD ISSUANCE TRUST CITISERIES CLASS [ - ] NOTES CITIBANK (SOUTH DAKOTA), N.A. CITIBANK (NEVADA), NATIONAL ASSOCIATION Originators of the Trust The Issuer will issue and sell Class [ ] Notes Principal amount.............................. $ ____________ Interest rate.................................. ____% per annum Interest payment dates......................... __ day of each _________, beginning ________ __, [ ] Expected principal payment date................ _________ __, 20__ Legal maturity date............................ _________ __, 20__ Expected issuance date......................... _________ __, 20__ Price to public................................ $[...] (or [...]%) Underwriting discount......................... $[...] (or [...]%) Proceeds to the Issuer......................... $[...] (or [...]%) Principal payments on Class B Notes of the Citiseries are subordinated to payments on Class A Notes of that series. Principal payments on Class C Notes of the Citiseries are subordinated to payments on Class A and Class B Notes of that series. YOU SHOULD REVIEW AND CONSIDER THE DISCUSSION UNDER "RISK FACTORS" BEGINNING ON PAGE 13 OF THE ACCOMPANYING PROSPECTUS BEFORE YOU PURCHASE ANY NOTES. Neither the Securities and Exchange Commission nor any state securities commission has approved the Notes or determined that this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Notes are obligations of Citibank Credit Card Issuance Trust only and are not obligations of any other person. Each class of Notes is secured by only some of the assets of Citibank Credit Card Issuance Trust. Noteholders will have no recourse to any other assets of Citibank Credit Card Issuance Trust for the payment of the Notes. The Notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. UNDERWRITERS OF THE CLASS [ - ] NOTES [ ] TABLE OF CONTENTS Prospectus Supplement Summary of Terms............................................................S-3 Underwriting................................................................S-8 Annex I: The Master Trust Receivables and Accounts.........................I-1 The table of contents for the prospectus appears on page 2 of that document. --------------------------- Information about the Class [ - ] Notes is in two separate documents: a prospectus and a prospectus supplement. The prospectus provides general information about the each series of Notes issued by Citibank Credit Card Issuance Trust, some of which may not apply to the Citiseries. The prospectus supplement provides the specific terms of the Class [ - ] Notes. You should carefully read both the prospectus and the prospectus supplement before you purchase any Class [ - ] Notes. This prospectus supplement may update or modify information in the accompanying prospectus. In deciding whether to purchase the Class [ - ] Notes, you should rely solely on the information in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to give you different information about the Class [ - ] Notes. This prospectus supplement may be used to offer and sell the Class [ - - ] Notes only if accompanied by the prospectus. --------------------------- The Class [ - ] Notes are offered subject to receipt and acceptance by the underwriters and to their right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. S-2 SUMMARY OF TERMS Because this is a summary it does not contain all the information you may need to make an informed investment decision. You should read the entire prospectus supplement and prospectus before you purchase any Class [ - ] Notes. There is a glossary beginning on page 89 of the prospectus where you will find the definitions of certain terms -- including terms that are not capitalized -- used in this prospectus supplement. SECURITIES OFFERED $___________ ____% Class [ - ] Notes The Class [ - ] Notes are a part of a series of Notes called the Citiseries. The Citiseries consists of Class A Notes, Class B Notes and Class C Notes. The Class __ [ - ] Notes are a subclass of Class __ Notes. The Class [ - ] Notes are issued by, and are obligations of, Citibank Credit Card Issuance Trust. The Issuer has issued and expects to issue other classes and subclasses of Notes of the Citiseries with different interest rates, payment dates, legal maturity dates and other characteristics. See "The Notes--Issuances of new series and classes Notes" in the prospectus. INTEREST The Class [ - ] Notes will accrue interest at the rate of ____% per annum. Interest on the Class [ - ] Notes will begin to accrue on __________ __, [ ] and will be calculated on the basis of a 360-day year of twelve 30-day months. The Issuer will make interest payments on the Class [ - ] Notes on the ____ day of each __________, beginning _________ __, [ ]. Interest payments due on a day that is not a business day in New York, South Dakota or Nevada, will be made on the following business day. The payment of accrued interest on a class of Notes of the Citiseries is not senior to or subordinated to payment of interest on any other class of Notes of this series. PRINCIPAL The Issuer expects to pay the stated principal amount of the Class [ - ] Notes in one payment on ____________ __, 20__, which is the expected principal payment date, and is obligated to do so if funds are available for that purpose. However, if the stated principal amount of the Class [ - ] Notes is not paid in full on its expected principal payment date, the Noteholders will not have any remedies against the Issuer until ____________ __, 20__, the legal maturity date of the Class [ - ] Notes. If the stated principal amount of the Class [ - ] Notes is not paid in full on the expected principal payment date, then [, S-3 subject to the principal payment rules described below under "Subordination; Credit Enhancement,"] principal and interest payments on those Notes will be made monthly until they are paid in full or the legal maturity date occurs, whichever is earlier. However, if the nominal liquidation amount of that class has been reduced, the amount of principal collections and finance charge collections available to pay principal of and interest on the Class [ - ] Notes will be reduced. See "The Notes--Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes" in the prospectus. The initial nominal liquidation amount of the Class [ - ] Notes is $ . If this amount is reduced [by reallocations of principal of the Class [ - ] Notes to pay interest on a senior class, or] as a result of charge-offs to the principal receivables held in the Master Trust, and not reimbursed as described in the prospectus, not all of the principal of the Class [ - ] Notes will be repaid. See "The Notes--Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes" in the prospectus. Principal of the Class [ - ] Notes may be paid earlier than its expected principal payment date if an early redemption event occurs with respect to those Notes. See "Covenants, Events of Default, Early Redemption Events and Indenture Amendments--Early Redemption Events" in the prospectus. [OUTSTANDING DOLLAR PRINCIPAL AMOUNT Include only for discount Notes and foreign currency Notes.] SUBORDINATION[; CREDIT ENHANCEMENT] No payment of principal will be made on any Class B Note in the Citiseries unless, following the payment, the remaining available subordinated amount of Class B Notes in this series is at least equal to the required subordinated amount for the outstanding Class A Notes in this series. Similarly, no payment of principal will be made on any Class C Note in the Citiseries unless, following the payment, the remaining available subordinated amount of Class C Notes in this series is at least equal to the required subordinated amounts for the outstanding Class A Notes and Class B Notes in this series. However, there are some exceptions to this rule. See "The Notes--Subordination of Principal" in the prospectus. [The maximum aggregate amounts of principal of Class B Notes and Class C Notes in the Citiseries that may be applied to payments on the Class A [ - ] Notes are $___________ and $_____________, respectively.] [This language is only for issuances of Class A subclasses] S-4 [The maximum aggregate amount of principal of Class C Notes in the Citiseries that may be applied to payments on the Class B [ - ] Notes is $_____________.] [This language is only for issuances of Class B subclasses] [However, the Issuer may at any time change the amount of credit enhancement available to the Class [ - ] Notes without the consent of any Noteholders so long as the Issuer has received confirmation from the rating agencies that have rated any outstanding Notes of the Citiseries that the change in the amount of available credit enhancement will not result in the rating assigned to any outstanding Notes in the Citiseries to be withdrawn or reduced, and the Issuer has received the tax opinion described in "The Notes--Required Subordinated Amount" in the prospectus.] See "Deposit and Application of Funds" in the prospectus. [the following heading will be included only in prospectus supplements for Class C subclasses] [CLASS C RESERVE ACCOUNT The Issuer will establish a Class C reserve account to provide credit enhancement solely for the holders of the Class C [ - ] Notes. Funds on deposit in the Class C reserve account will be available to holders of Class C Notes to cover shortfalls of interest payable on interest payment dates. Funds on deposit in the Class C reserve account will also be available to holders of Class C Notes on any day when principal is payable, but only to the extent that the nominal liquidation amount of the Class C Notes plus funds on deposit in the Class C principal funding account is less than the outstanding dollar principal amount of the Class C Notes. No funds will be deposited into the Class C reserve account on the date the Class C [ - ] Notes are issued. However, if the finance charge collections generated by the Master Trust after subtracting payment of fees and expenses of the Indenture Trustee and interest payments on the Notes fall below the level specified in the table below, the Issuer will be required to fund the Class C reserve account to the level specified in the table below. Percentage of excess finance Percentage of principal charge collections, averaged amount of Class C [ - ] over three most recent Notes required to be in months reserve account ---------------------------- ------------------------ S-5 The Class C reserve account will be funded from monthly finance charge collections from the Collateral Certificate after payment of fees and expenses of the Indenture Trustee, required interest deposits and other payments described under "Deposit and Application of Funds--Targeted deposits to the Class C reserve account" in the prospectus. The amount required to be in the Class C reserve account will be adjusted to the percentages specified in the table as the excess finance charge collections rise or fall. If an early redemption event occurs with respect to the Class C [ - ] Notes, the required Class C reserve account amount will be ___% of the outstanding dollar principal amount of the Class C [ - ] Notes.] OPTIONAL REDEMPTION BY THE ISSUER The Issuer has the right, but not the obligation, to redeem the Class [ - ] Notes in whole but not in part on any day on or after the day on which the outstanding dollar principal amount of the Class [ - ] Notes is reduced to less than 5% of its initial outstanding dollar principal amount. This repurchase option is referred to as a clean-up call. If the Issuer elects to redeem the Class [ - ] Notes, it will notify the registered holders of the redemption at least 30 days prior to the redemption date. The redemption price of a Note so redeemed will equal 100% of the outstanding dollar principal amount of that Note, plus accrued but unpaid interest on the Note to but excluding the date of redemption. If the Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on the Class [ - ] Notes will thereafter be made [, subject to the principal payment rules described above under "Subordination; Credit Enhancement,"] until the principal amount of those Notes, plus all accrued and unpaid interest, is paid in full or the legal maturity date occurs, whichever is earlier. Any funds in the principal funding account and interest funding account for the Class [ - ] Notes will be applied to make the principal and interest payments on those Notes on the redemption date. SECURITY FOR THE NOTES The Class [ - ] Notes are secured by a shared security interest in the Collateral Certificate and the collection account , and each of the Class [ - ] Notes are secured by a security interest in the applicable principal funding subaccount, the interest funding subaccount [and the Class C reserve account]. See "Sources of Funds to Pay the Notes--The Collateral Certificate" and "--The Trust Accounts" in the prospectus. LIMITED RECOURSE TO THE ISSUER Only the portion of the principal collections and finance charge collections received by the Issuer under the Collateral Certificate and allocated to the Class [ - ] Notes and funds in S-6 the applicable trust accounts provide the source of payment for principal of or interest on the Class [ - ] Notes. Class [ - ] Noteholders will have no recourse to any other assets of the Issuer or any other person or entity for the payment of principal of or interest on the Notes. MASTER TRUST ASSETS AND RECEIVABLES The Collateral Certificate, which is the primary source of funds for the payment of principal of and interest on the Class [ - ] Notes, is an investor certificate issued by the Master Trust. The Collateral Certificate represents an undivided interest in the assets of the Master Trust. The Master Trust assets include credit card receivables from selected MasterCard and VISA revolving credit card accounts that meet the eligibility criteria for inclusion in the Master Trust. These eligibility criteria are discussed in the prospectus under "The Master Trust--Master Trust Assets." The credit card receivables in the Master Trust consist of principal receivables and finance charge receivables. Principal receivables include amounts charged by cardholders for merchandise and services and amounts advanced to cardholders as cash advances. Finance charge receivables include periodic finance charges, annual membership fees, cash advance fees, late charges and certain other fees billed to cardholders. The aggregate amount of credit card receivables in the Master Trust as of __________ __, [ ] was $______________, of which $__________ were principal receivables and $_____________ were finance charge receivables. See "The Master Trust Receivables and Accounts" in Annex I of this prospectus supplement for more detailed financial information on the receivables and the accounts. THE CITISERIES The Class [ - ] Notes will be the __ subclass of Notes issued by the Issuer and still outstanding in the Citiseries. As of ____________ __, [ ] the aggregate outstanding principal amount of Notes in the Citiseries was approximately $_____________, consisting of: Class A Notes $________________ Class B Notes $________________ Class C Notes $________________ As of ____________ __, [ ], the weighted average interest rate payable by the Issuer on the __ outstanding subclasses of Notes in the Citiseries was approximately ______% per annum, consisting of: Class A Notes ______% per annum Class B Notes ______% per annum Class C Notes ______% per annum S-7 PARTICIPATION WITH OTHER SERIES In addition to the Citiseries the Issuer has issued __ other series of Notes that are still outstanding. The Citiseries and the other __ outstanding series of Notes together comprise "Group 1." Collections of finance charge receivables allocable to each series in Group 1 will be aggregated and made available for required interest payments for all series in Group 1. Consequently, the future issuance of a new series in Group 1 may have the effect of reducing or increasing the amount of finance charge receivables represented by the Collateral Certificate allocable to your Notes. As of ____________ __, [ ], the weighted average interest rate payable by the Issuer on the __ outstanding series of Notes in Group 1 was approximately ______% per annum. As of that date, the aggregate outstanding dollar principal amount of those Notes was approximately $__________________. See "Deposit and Application of Funds --Allocation to interest funding subaccounts" in the prospectus. [STOCK EXCHANGE LISTING The Issuer will apply to list the Class [ - ] Notes on the Luxembourg Stock Exchange. The Issuer cannot guarantee that the application for the listing will be accepted. You should consult with Banque Internationale a Luxembourg, the Luxembourg listing agent for the Class [ - ] Notes, 69, route d'Esch, L- 2953 Luxembourg, phone number (352) 4590-1, to determine whether the Class [ - ] Notes have been listed on the Luxembourg Stock Exchange.] [NO LISTING The Class [ - ] Notes will not be listed on any stock exchange.] RATINGS The Issuer will issue the Class [ - ] Notes only if they are rated [in the highest rating category] [at least "A" or its equivalent] [at least "BBB" or its equivalent] by at least one nationally recognized rating agency. See "Risk Factors--If the ratings of the Notes are lowered or withdrawn, their market value could decrease" in the prospectus. S-8 UNDERWRITING Subject to the terms and conditions of the underwriting agreement for the Class [ - ] Notes, the Issuer has agreed to sell to each of the underwriters named below, and each of those underwriters has severally agreed to purchase, the principal amount of Class [ - ] Notes set forth opposite its name: Principal Underwriters Amount ------------ --------- Total.............................................................. $========= The several underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all $__________________ aggregate principal amount of Class [ - ] Notes if any Class [ - ] Notes are purchased. The underwriters have advised the Issuer that the several underwriters propose initially to offer the Class [ - ] Notes to the public at the public offering price set forth on the cover page of this prospectus supplement, and to certain dealers at that public offering price less a concession not in excess of _____% of the principal amount of those Notes. The underwriters may allow, and those dealers may reallow to other dealers, a concession not in excess of _____% of the principal amount. After the public offering, the public offering price and other selling terms may be changed by the underwriters. Each underwriter of the Class [ - ] Notes has agreed that: o it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Class [ - ] Notes in, from or otherwise involving the United Kingdom; o it has only issued, distributed or passed on and will only issue, distribute or pass on in the United Kingdom any document received by it in connection with the issue of the Class [ - ] Notes to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued, distributed or passed on; o if it is an authorized person under Chapter III of Part I of the Financial Services Act 1986, it has only promoted and will only promote (as that term is defined in Regulation 1.02(2) of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any person in the United Kingdom the scheme described in this prospectus supplement and the prospectus if that person is a kind described either in Section 76(2) of the Financial Services Act 1986 or in Regulation 1.04 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991; and S-9 o it is a person of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 In connection with the sale of the Class [ - ] Notes, the underwriters may engage in: o over-allotments, in which members of the syndicate selling the Class [ - ] Notes sell more Notes than the Issuer actually sold to the syndicate, creating a syndicate short position; o stabilizing transactions, in which purchases and sales of the Class [ - ] Notes may be made by the members of the selling syndicate at prices that do not exceed a specified maximum; o syndicate covering transactions, in which members of the selling syndicate purchase Class [ - ] Notes in the open market after the distribution has been completed in order to cover syndicate short positions; and o penalty bids, by which underwriters reclaim a selling concession from a syndicate member when the Class [ - ] Notes originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. These stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the Class [ - ] Notes to be higher than it would otherwise be. These transactions, if commenced, may be discontinued at any time. The Issuer will indemnify the underwriters against certain liabilities, including liabilities under applicable securities laws, or contribute to payments the underwriters may be required to make in respect of those liabilities. Salomon Smith Barney Inc. is an affiliate of the Issuer. This prospectus supplement and the accompanying prospectus may be used by Salomon Smith Barney Inc. and/or other affiliates of the Issuer in connection with offers and sales related to market-making transactions in the Class [ - ] Notes. The Issuer's affiliates may act as principal or agent in these market-making transactions. Market-making sales will be made at prices related to prevailing market prices at the time of sale. The Issuer will receive proceeds of approximately $_____________from the sale of the Class [ - ] Notes. This amount represents ____% of the principal amount of those Notes. The Issuer will receive this amount net of the underwriting discount of $__________. The underwriting discount represents _____% of the principal amount of those Notes. Additional offering expenses are estimated to be $_______________. S-10 ANNEX I This annex forms an integral part of the prospectus supplement. THE MASTER TRUST RECEIVABLES AND ACCOUNTS The following information relates to the credit card receivables owned by Citibank Credit Card Master Trust I and the related credit card accounts. LOSS AND DELINQUENCY EXPERIENCE The following table sets forth the loss experience for cardholder payments on the credit card accounts for each of the periods shown. Losses consist of write-offs of principal receivables. These losses are presented below on a cash basis. If accrued finance charge receivables that have been written off were included in losses , Net Losses would be higher as an absolute number and as a percentage of the average of principal and finance charge receivables outstanding during the periods indicated. Average Principal Receivables Outstanding is the average of principal receivables outstanding during the periods indicated. The percentage reflected for the ____ months ended _______ __, 199_ is an annualized number. We can not provide any assurance that the loss experience for the receivables in the future will be similar to the historical experience set forth below. LOSS EXPERIENCE FOR THE ACCOUNTS (DOLLARS IN THOUSANDS) Months Year Ended December 31, Ended 199_ 199 199 ------ ----- ---- - - - Average Principal Receivables Outstanding....................... Net Losses......................... Net Losses as a Percentage of Average Principal Receivables Outstanding.. Net losses as a percentage of gross charge-offs for the first ____ months of 199_ were ____% and for each of the years ended December 31, 199_, 199_ and 199_ were ____%, ____% and ____%, respectively. Gross charge-offs are charge-offs before recoveries and do not include the amount of any reductions in Average Principal Receivables Outstanding due to fraud, returned goods, customer disputes or certain other miscellaneous write-offs. The following table sets forth the delinquency experience for cardholder payments on the credit card accounts for each of the periods shown. The Delinquent Amount includes both principal receivables and finance charge receivables. The percentages are the result of dividing the Delinquent Amount by the average of principal and finance charge receivables outstanding during the periods indicated. We can not provide any assurance that the delinquency experience for the receivables in the future will be similar to the historical experience set forth below. I-1 DELINQUENCIES AS A PERCENTAGE OF THE ACCOUNTS (DOLLARS IN THOUSANDS) < As of As of December 31, ----------------------------------- ,199 199 199 199 -------- ------- ---------- ------ Number of Delinquent Delinquent Delinquent Delinquent Days Delinquent Amount Amount Amount Amount ------ ------ ------ ------ Days Delinquent - --------------- 35-64 days............ 65-94 days............ 95 days or more....... Total............ REVENUE EXPERIENCE The revenues for the credit card accounts from finance charges, fees paid by cardholders and interchange for the ____ months ended _________ __, 199_ and for each year of the three-year period ended December 31, 199_ are set forth in the following table. The revenue experience in this table is presented on a cash basis before deduction for charge-offs. Average Revenue Yield is the result of dividing Finance Charges and Fees Paid by Average Principal Receivables Outstanding during the periods indicated. The percentage for the ____ months ended _____________ __, 199_ is an annualized number. Revenues from finance charges, fees and interchange will be affected by numerous factors, including the periodic finance charge on the credit card receivables, the amount of any annual membership fee, other fees paid by cardholders, the percentage of cardholders who pay off their balances in full each month and do not incur periodic finance charges on purchases, the percentage of credit card accounts bearing finance charges at promotional rates and changes in the level of delinquencies on the receivables. REVENUE EXPERIENCE FOR THE ACCOUNTS (DOLLARS IN THOUSANDS) Months Year Ended December 31, Ended ------------------------------ , 199 199 199 199 ------ ------ ------ ----- Finance Charges and Fees Paid... Average Revenue Yield........... The revenues from periodic finance charges and fees -- other than annual fees --depend in part upon the collective preference of cardholders to use their credit cards as revolving debt instruments for purchases and cash advances and to pay off account balances over several months -- as opposed to convenience use, where cardholders pay off their entire balance each month, thereby avoiding periodic finance charges on their purchases -- and upon other card-related services for which the cardholder pays a fee. Fees for these other services will be treated for purposes of the pooling and servicing agreement as principal receivables rather than finance charge receivables; however, the Banks may specify that they will treat these fees as finance charge receivables. Revenues from periodic finance charges and fees also depend on the types of charges and fees assessed on the credit card accounts. Accordingly, revenues will be affected by future changes in the types of charges and fees assessed on the accounts and in the types of additional accounts added from time to time. These revenues could be adversely affected by future changes in fees and charges assessed by Citibank (South Dakota) and other factors. I-2 CARDHOLDER MONTHLY PAYMENT RATES Monthly payment rates on the credit card receivables may vary because, among other things, a cardholder may fail to make a required payment, may only make the minimum required payment or may pay the entire outstanding balance. Monthly payment rates on the receivables may also vary due to seasonal purchasing and payment habits of cardholders. The following table sets forth the highest and lowest cardholder monthly payment rates for the credit card accounts during any month in the periods shown and the average of the cardholder monthly payment rates for all months during the periods shown, in each case calculated as a percentage of the total beginning account balances for that month. Monthly payment rates include amounts that would be deemed payments of principal receivables and finance charge receivables with respect to the accounts. In addition, the amount of outstanding receivables and the rates of payments, delinquencies, charge-offs and new borrowings on the accounts depend on a variety of factors including seasonal variations, the availability of other sources of credit, general economic conditions, tax laws, consumer spending and borrowing patterns and the terms of the accounts, which Citibank (South Dakota) may change. CARDHOLDER MONTHLY PAYMENT RATES FOR THE ACCOUNTS Months Year Ended December 31, Ended , 199 199 199 199 ------- ----- ------ ------ Lowest Month.............. Highest Month............. Average of the Months in the Period............ INTERCHANGE Creditors participating in the MasterCard International and VISA associations receive interchange as partial compensation for taking credit risk, absorbing fraud losses and funding receivables for a limited period before initial billing. Under the MasterCard International and VISA systems, a portion of this interchange in connection with cardholder charges for merchandise and services is passed from banks which clear the transactions for merchants to credit card-issuing banks. interchange ranges from approximately 1% to 2% of the transaction amount. Citibank (South Dakota) is required to transfer to the Master Trust Interchange attributed to cardholder charges for merchandise and services in the accounts. interchange is allocated to the Master Trust on the basis of the ratio that the amount of cardholder charges for merchandise and services in the accounts bears to the total amount of cardholder charges for merchandise and services in the portfolio of credit card accounts owned by Citibank (South Dakota). MasterCard International and VISA may change the amount of interchange reimbursed to banks issuing their credit cards. THE CREDIT CARD RECEIVABLES The receivables in the credit card accounts as of ___________ __, 199_ included $______________ of finance charge receivables and $____________ of principal receivables --which amounts include overdue finance charge receivables and overdue principal receivables. As of _____________ __, [ ] there were ______________ accounts. Included within the accounts are inactive accounts that have no balance. The accounts had an average principal receivable balance of $_____ and an average credit limit of $_____. The average total receivable balance in the accounts as a percentage of the average credit limit with respect to the accounts was __%. Approximately __% of the accounts were opened before ___________ 199_. Of the accounts, approximately ______% related to cardholders with billing addresses in I-3 California, _____% in New York, _____% in Texas and _____% in Florida. Not more than 5% of the accounts related to cardholders having billing addresses in any other single state. The credit card accounts include receivables which, in accordance with the servicer's normal servicing policies, were charged-off as uncollectible before they were added to the Master Trust. However, for purposes of calculation of the amount of principal receivables and finance charge receivables in the Master Trust for any date, the balance of the charged-off receivables is zero and the Master Trust owns only the right to receive recoveries on these receivables. The following tables summarize the credit card accounts by various criteria as of __________ __, 199_. References to "Receivables Outstanding" in these tables include both finance charge receivables and principal receivables. Because the composition of the accounts will change in the future, these tables are not necessarily indicative of the future composition of the accounts. Credit balances presented in the following table are a result of cardholder payments and credit adjustments applied in excess of a credit card account's unpaid balance. Accounts which have a credit balance are included because receivables may be generated in these accounts in the future. Credit card accounts which have no balance are included because receivables may be generated in these accounts in the future. COMPOSITION OF ACCOUNTS BY ACCOUNT BALANCE
Percentage Percentage of Total of Total Number of Number of Receivables Receivables Account Balance Accounts Accounts Outstanding Outstanding - --------------- -------- -------- ----------- ----------- Credit Balance................ No Balance.................... Less than or equal to $500.00. $500.01 to $1,000.00.......... $1,000.01 to $2,000.00........ $2,000.01 to $3,000.00........ $3,000.01 to $4,000.00........ $4,000.01 to $5,000.00........ $5,000.01 to $6,000.00........ $6,000.01 to $7,000.00........ $7,000.01 to $8,000.00........ $8,000.01 to $9,000.00........ $9,000.01 to $10,000.00....... Over $10,000.00...............
Total.................... COMPOSITION OF ACCOUNTS BY CREDIT LIMIT
Percentage Percentage of Total of Total Number of Number of Receivables Receivables Credit Limit Accounts Accounts Outstanding Outstanding - ------------ -------- -------- ----------- ----------- Less than or equal to $500.00.. $500.01 to $1,000.00...........
I-4 $1,000.01 to $2,000.00......... $2,000.01 to $3,000.00......... $3,000.01 to $4,000.00......... $4,000.01 to $5,000.00......... Over $5,000.00................. Total..................... Accounts presented in the table below as "Current" include accounts on which the minimum payment has not been received before the next billing date following the issuance of the related bill. COMPOSITION OF ACCOUNTS BY PAYMENT STATUS
Percentage Percentage of Total of Total Number of Number of Receivables Receivables Payment Status Accounts Accounts Outstanding Outstanding - -------------- ---------- ---------- ----------- ----------- Current....................... Up to 34 days delinquent...... 35 to 64 days delinquent...... 65 to 94 days delinquent...... 95 to 124 days delinquent..... 125 to 154 days delinquent.... 155 to 184 days delinquent.... Total....................
COMPOSITION OF ACCOUNTS BY AGE
Percentage Percentage of Total of Total Number of Number of Receivables Receivables Age Accounts Accounts Outstanding Outstanding - --- --------- --------- ----------- ----------- Less than or equal to 6 months....................... Over 6 months to 12 months.... Over 12 months to 24 months... Over 24 months to 36 months... Over 36 months to 48 months... Over 48 months................ Total....................
BILLING AND PAYMENTS The credit card accounts have different billing and payment structures, including different periodic finance charges and fees. The following information reflects the current billing and payment characteristics of the accounts. Citibank (South Dakota) sends monthly billing statements to cardholders with balances at the end of each billing period. Each month a MasterCard or VISA cardholder must make a minimum payment equal to the sum of I-5 (1) the greater of $20 -- or, if the then current balance is less than $20, that balance --and 1/48 of the then current balance, (2) any amount which is past due and (3) any amount which is in excess of the credit limit. The required minimum payment, however, cannot be less than the finance charges billed. A periodic finance charge is assessed on the credit card accounts. The periodic finance charge assessed on balances for purchases and cash advances for a majority of the accounts is calculated by multiplying (1) the daily balances for each day during the billing cycle by (2) the applicable daily periodic finance charge rate, and summing the results for each day in the billing period. The daily balance is calculated by taking the previous day's balance, adding any new purchases or cash advances and fees, adding the daily finance charge on the previous day's balance, and subtracting any payments or credits. Cash advances are included in the daily balance from the date the advances are made. Purchases are included in the daily balance generally from the date of purchase. Periodic finance charges are not assessed in most circumstances on purchase amounts if all balances shown in the previous billing statement are paid in full by the due date indicated on the statement. The periodic finance charge assessed on balances in most credit card accounts for purchases is currently the Prime Rate, as published in The Wall Street Journal, plus a percentage ranging from 5.4% to 12.9%. As of the most recent quarterly reset date, the periodic finance charge on balances in most accounts for purchases ranged from ____% to ____%. The periodic finance charge assessed on balances in most credit card accounts for cash advances is currently 19.99%. Citibank (South Dakota) may change the periodic finance charge on accounts at any time by written notice to the cardholders. Any increase in the finance charge will become effective upon the earlier of subsequent use of a card and the expiration of a 25-day period from the date the change was made effective -- assuming failure on the part of the cardholder to object to the new rate. Citibank (South Dakota) also offers promotional rates of limited duration to attract new cardholders and to promote balance transfers from other credit card issuers and the periodic finance charge on a limited number of accounts may be greater or less than those assessed by Citibank (South Dakota) generally. Before December 1993, Citibank (South Dakota) generally assessed an annual membership fee of between $20 and $100 per account. Effective December 1, 1993, Citibank (South Dakota) eliminated the annual membership fee for some premium and nonpremium cardholders who met specified non-delinquency criteria. This change did not apply to affinity or co-branded card products. In addition, effective January 1, 1995, Citibank (South Dakota) eliminated the annual fees applicable to some other accounts, including some of its affinity and co-branded card products. Some of the accounts may be subject to additional fees, including: o a late fee of $29 if Citibank (South Dakota) does not receive a required minimum payment by the payment due date shown on the monthly billing statement, which fee is assessed monthly until the account is less than 30 days past due; o a cash advance fee which is generally equal to 3.0% of the amount of the cash advance, subject to a minimum fee of $5; o a returned payment fee of $29; I-6 o a returned check fee of $29; o a stop payment fee of $29; and o a fee of $29 for each billing period with respect to each account with an outstanding balance over the credit limit established for that account. Payments by cardholders on the accounts are processed and applied to all minimum amounts due, from the oldest to the most current, with respect to the following items in the following order: (1) periodic finance charges on cash advances, (2) periodic finance charges on purchases, (3) cash advance amounts and (4) purchase amounts. When all minimum amounts due are paid, payments are generally allocated first to cash advance balances and then to purchase balances. We cannot provide any assurance that periodic finance charges, fees and other charges will remain at current levels in the future. I-7 CITIBANK CREDIT CARD ISSUANCE TRUST CITISERIES $_____________ ___% Class [ - ] Notes CITIBANK (SOUTH DAKOTA), N.A. CITIBANK (NEVADA), NATIONAL ASSOCIATION Originators of the Trust Prospectus Supplement Dated ____________ __, [ ] Underwriters of the Class [ - ] Notes You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. No one has been authorized to provide you with different information. The Notes are not being offered in any state where the offer is not permitted. The Issuer does not claim the accuracy of the information in this prospectus supplement and the accompanying prospectus as of any date other than the dates stated on their respective covers. Until the date which is 90 days after the date of this prospectus supplement, all dealers effecting transactions in the Notes, whether or not participating in this distribution, may be required to deliver a prospectus supplement and prospectus. This is in addition to the obligation of dealers to deliver a prospectus supplement and prospectus when acting as underwriter of the Notes and with respect to their unsold allotments or subscriptions. I-8 [FLAG] THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. Subject to Completion, dated December 20, 1999 FORM OF PROSPECTUS SUPPLEMENT FOR A SINGLE ISSUANCE SERIES OF NOTES PROSPECTUS SUPPLEMENT DATED __________ __, [ ] (to Prospectus dated __________ __, [ ]) CITIBANK CREDIT CARD ISSUANCE TRUST SERIES [ - ] NOTES CITIBANK (SOUTH DAKOTA), N.A. CITIBANK (NEVADA), NATIONAL ASSOCIATION Originators of the Trust The Issuer will issue and sell
> Class A Notes Class B Notes Class C Notes Principal amount..........$ ____________ $ ____________ $ ____________ Interest rate............... ____% per annum ____% per annum ____% per annum Interest payment dates...... __ day of each __ day of each __ day of each _________, beginning _________, beginning _________, beginning ________ __, [ ] _____ __, [ ] ________ __, [ ] Expected principal payment date............................_________ __, 20__ _________ __, 20__ _________ __, 20__ Legal maturity date _________ __, 20__ _________ __, 20__ _________ __, 20__ Expected issuance date............._________ __, 20__ _________ __, 20__ _________ __, 20__ Price to public....................$[...] (or [...]%) $[...] (or [...]%) $[...] (or [...]%) Underwriting discount..............$[...] (or [...]%) $[...] (or [...]%) $[...] (or [...]%) Proceeds to the Issuer.............$[...] (or [...]%) $[...] (or [...]%) $[...] (or [...]%)
Principal payments on the Class B Notes are subordinated to payments on the Class A Notes. Principal payments on the Class C Notes are subordinated to payments on the Class A and Class B Notes. YOU SHOULD REVIEW AND CONSIDER THE DISCUSSION UNDER "RISK FACTORS" BEGINNING ON PAGE [ ] OF THE ACCOMPANYING PROSPECTUS BEFORE YOU PURCHASE ANY NOTES. Neither the Securities and Exchange Commission nor any state securities commission has approved the Notes or determined that this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Notes are obligations of Citibank Credit Card Issuance Trust only and are not obligations of any other person. Each class of Notes is secured by only some of the assets of Citibank Credit Card Issuance Trust. Noteholders will have no recourse to any other assets of Citibank Credit Card Issuance Trust for the payment of the Notes. The Notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. - ------------------------------------------------------------------------------- UNDERWRITERS OF THE CLASS A NOTES [ ] UNDERWRITERS OF THE CLASS B NOTES [ ] UNDERWRITERS OF THE CLASS C NOTES [ ] TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Summary of Terms............................................................S-3 Underwriting................................................................S-7 Annex I: The Master Trust Receivables and Accounts..........................I-1 The table of contents for the prospectus appears on page 2 of that document. --------------------------- Information about the Series [ - ] Notes is in two separate documents: a prospectus and a prospectus supplement. The prospectus provides general information about the series of Notes issued by Citibank Credit Card Issuance Trust, some of which may not apply to the Series [ - ] Notes. The prospectus supplement provides the specific terms of the Series [ - ] Notes. You should carefully read both the prospectus and the prospectus supplement before you purchase any Series [ - ] Notes. This prospectus supplement may update or modify information in the accompanying prospectus. In deciding whether to purchase the Series [ - ] Notes, you should rely solely on the information in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to give you different information about the Series [ - ] Notes. This prospectus supplement may be used to offer and sell the Series [ - ] Notes only if accompanied by the prospectus. --------------------------- The Class A Notes, the Class B Notes and the Class C Notes are offered subject to receipt and acceptance by the underwriters and to their right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. S-2 SUMMARY OF TERMS Because this is a summary it does not contain all the information you may need to make an informed investment decision. You should read the entire prospectus supplement and prospectus before you purchase any Series [ - ] Notes. There is a glossary beginning on page 89 of the prospectus where you will find the definitions of certain terms -- including terms that are not capitalized -- used in this prospectus supplement. SECURITIES OFFERED $___________ ____% Class A Notes, Series [ - ]. $___________ ____% Class B Notes, Series [ - ]. $___________ ____% Class C Notes, Series [ - ]. The Series [ - ] Notes are issued by, and are obligations of, Citibank Credit Card Issuance Trust. The Issuer will not issue any other class or subclass of Notes of this series. INTEREST The Class A Notes will accrue interest at the rate of ____% per annum. The Class B Notes will accrue interest at the rate of ____% per annum. The Class C Notes will accrue interest at the rate of ____% per annum. Interest on the Series [ - ] Notes will begin to accrue on __________ __, [ ] and will be calculated on the basis of a 360-day year of twelve 30-day months. The Issuer will make interest payments on the Series [ - ] Notes on the ____ day of each __________, beginning _________ __, [ ]. Interest payments due on a day that is not a business day in New York, South Dakota or Nevada, will be made on the following business day. The payment of accrued interest on a class of Series [ - ] Notes is not senior to or subordinated to payment of interest on any other class of Series [ - ] Notes. PRINCIPAL The Issuer expects to pay the stated principal amount of the Class A, Class B and Class C Notes in one payment on ____________ __, 20__, which is the expected principal payment date, and the Issuer is obligated to do so if funds are available for that purpose. However, if the stated principal amount of any class of Series [ - ] Notes is not paid in full on its expected principal payment date, the holders of that class will not have any remedies against the Issuer until ____________ __, 20__, the legal maturity date of the Notes. S-3 If the stated principal amount of the Class A, Class B or Class C Notes is not paid in full on the expected principal payment date, then principal and interest payments on the Series [ - ] Notes will be made monthly until they are paid in full or the legal maturity date occurs, whichever is earlier. However, if the nominal liquidation amount of that class has been reduced, the amount of principal collections and finance charge collections available to pay principal of and interest on the Series [ - ] Notes will be reduced. See "The Notes--Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes" in the prospectus. The initial nominal liquidation amount of the Class A Notes is $__________, of the Class B Notes is $__________, and of the Class C Notes is $__________. If the nominal liquidation amount of a class of Notes is reduced by reallocations of principal of that class to pay interest on a senior class, and as a result of charge-offs to the principal receivables held in the Master Trust and not reimbursed as described in the prospectus, not all of the principal of the Notes of that class will be paid. See "The Notes--Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes" in the prospectus. Principal of the Class A Notes will generally be paid in full before any principal of the Class B Notes or Class C Notes is paid, and principal of the Class B Notes will generally be paid in full before any principal of the Class C Notes is paid. However, there are some exceptions to this rule. See "The Notes--Subordination of Principal" in the prospectus. Principal of a Series [ - ] Note may be paid earlier than its expected principal payment date if an early redemption event occurs with respect to that Note. See "Covenants, Events of Default, Early Redemption Events and Indenture Amendments--Early Redemption Events" in the prospectus. [OUTSTANDING DOLLAR PRINCIPAL AMOUNT Include only for OID Notes and foreign currency Notes.] CLASS C RESERVE ACCOUNT The Issuer will establish a Class C reserve account to provide credit enhancement solely for the holders of the Class C Notes. Funds on deposit in the Class C reserve account will be available to holders of Class C Notes to cover shortfalls of interest payable on interest payment dates. Funds on deposit in the Class C reserve account will also be available to holders of Class C Notes on any day when principal is payable, but only to the extent that the nominal liquidation amount of the Class C Notes plus funds on deposit in the Class C principal funding account is less than the outstanding dollar principal amount of the Class C Notes. S-4 No funds will be deposited into the Class C reserve account on the date the Class C Notes are issued. However, if the finance charge collections generated by the Master Trust after subtracting payment of fees and expenses of the Indenture Trustee and interest payments on the Notes fall below the level specified in the table below, the Issuer will be required to fund the Class C reserve account to the level specified in the table below. Percentage of excess finance Percentage of principal charge collections, averaged amount of Series [ - ] over three most recent Notes required to be in months reserve account ---------------------------- ----------------------- The Class C reserve account will be funded from monthly finance charge collections from the Collateral Certificate after payment of fees and expenses of the Indenture Trustee, required interest deposits and other payments described under "Deposit and Application of Funds--Targeted deposits to the Class C reserve account" in the prospectus. The amount required to be in the Class C reserve account will be adjusted to the percentages specified in the table as the excess finance charge collections rise or fall. If an early redemption event occurs with respect to the Class C Notes, the required Class C reserve account amount will be ___% of the outstanding dollar principal amount of the Series [ - ] Notes. OPTIONAL REDEMPTION BY THE ISSUER The Issuer has the right, but not the obligation, to redeem the Series [ - ] Notes in whole but not in part on any day on or after the day on which the outstanding dollar principal amount of the Series [ - ] Notes is reduced to less than 5% of its initial outstanding dollar principal amount. This repurchase option is referred to as a clean-up call. If the Issuer elects to redeem the Series [ - ] Notes, it will notify the registered holders of the redemption at least 30 days prior to the redemption date. The redemption price of a Series [ - ] Note so redeemed will equal 100% of the outstanding dollar principal amount of that Note, plus accrued but unpaid interest on the Note to but excluding the date of redemption. If the Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on the Series [ - ] Notes will thereafter be made until the principal amount of the Series [ - ] Notes, plus all accrued and unpaid interest, is paid in full or the legal maturity date occurs, whichever is earlier. Any funds in the principal funding account and interest funding account for a S-5 redeemed Series [ - ] Note will be applied to make the principal and interest payments on that Note on the redemption date. Principal payments on redeemed Series [ - ] Notes will be made first to the Class A Notes until paid in full, then to the Class B Notes until paid in full and finally to the Class C Notes until paid in full. SECURITY FOR THE NOTES The Series [ - ] Notes are secured by a shared security interest in the Collateral Certificate and the collection account, and each class of Series [ - ] Notes is secured by a security interest in the applicable principal funding subaccount, the interest funding subaccount and in the case of Class C Notes only, the Class C reserve account. See "Sources of Funds to Pay the Notes--The Collateral Certificate" and "--The Trust Accounts" in the prospectus. LIMITED RECOURSE TO THE ISSUER Only the portion of the principal collections and finance charge collections received by the Issuer under the Collateral Certificate and allocated to the Series [ - ] Notes and funds in the applicable trust accounts provide the source of payment for principal of or interest on any class of the Series [ - ] Notes. The Series [ - ] Noteholders will have no recourse to any other assets of the Issuer or any other person or entity for the payment of principal of or interest on the Notes. MASTER TRUST ASSETS AND RECEIVABLES The Collateral Certificate, which is the primary source of funds for the payment of principal of and interest on the Notes, is an investor certificate issued by Citibank Credit Card Master Trust I. The Collateral Certificate represents an undivided interest in the assets of the Master Trust. The Master Trust assets include credit card receivables from selected MasterCard and VISA revolving credit card accounts that meet the eligibility criteria for inclusion in the Master Trust. These eligibility criteria are discussed in the prospectus under "The Master Trust--Master Trust Assets." The credit card receivables in the Master Trust consist of principal receivables and finance charge receivables. Principal receivables include amounts charged by cardholders for merchandise and services and amounts advanced to cardholders as cash advances. Finance charge receivables include periodic finance charges, annual membership fees, cash advance fees, late charges and certain other fees billed to cardholders. The aggregate amount of credit card receivables in the Master Trust as of __________ __, [ ] was $______________, of which $__________ were principal receivables and $_____________ were finance charge receivables. See "The Master Trust Receivables and Accounts" in Annex I of this prospectus supplement for more detailed financial information on the receivables and the accounts. S-6 PARTICIPATION WITH OTHER SERIES The Series [ - ]_ Notes will be the __ series of Notes issued by the Issuer and still outstanding. The Series [ - ] Notes and the other __ outstanding series of Notes together comprise "Group 1." Collections of finance charge receivables allocable to each series in Group 1 will be aggregated and made available for required interest payments for all series in Group 1. Consequently, the future issuance of a new series in Group 1 may have the effect of reducing or increasing the amount of finance charge receivables represented by the Collateral Certificate allocable to your Notes. As of ____________ __, [ ], the weighted average interest rate payable by the Issuer on the __ outstanding series of Notes in Group 1 was approximately ______% per annum. As of that date, the aggregate outstanding dollar principal amount of those Notes was approximately $__________________. See "Deposit and Application of Funds --Allocation to interest funding subaccounts" in the prospectus. STOCK EXCHANGE LISTING The Issuer will apply to list the Series [ - ] Notes on the Luxembourg Stock Exchange. The Issuer cannot guarantee that the application for the listing will be accepted. You should consult with Banque Internationale a Luxembourg, the Luxembourg listing agent for the Notes, 69, route d'Esch, L- 2953 Luxembourg, phone number (352) 4590-1, to determine whether the Series [ - ] Notes have been listed on the Luxembourg Stock Exchange. S-7 UNDERWRITING Subject to the terms and conditions of the underwriting agreement for the Class A Notes, the Issuer has agreed to sell to each of the underwriters named below, and each of those underwriters has severally agreed to purchase, the principal amount of Class A Notes set forth opposite its name: Class A Notes Class A Underwriters Principal Amount Total............................................. $ ======= The several Class A Underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all $__________________ aggregate principal amount of Class A Notes if any Class A Notes are purchased. The Class A Underwriters have advised the Issuer that the several Class A Underwriters propose initially to offer the Class A Notes to the public at the public offering price set forth on the cover page of this prospectus supplement, and to certain dealers at that public offering price less a concession not in excess of _____% of the principal amount of the Class A Notes. The Class A Underwriters may allow, and those dealers may reallow to other dealers, a concession not in excess of _____% of the principal amount. Subject to the terms and conditions of the underwriting agreement for the Class B Notes, the Issuer has agreed to sell to each of the underwriters named below, and each of those underwriters has severally agreed to purchase, the principal amount of Class B Notes set forth opposite its name: Class B Notes Class B Underwriters Principal Amount Total............................................. $ ======== The several Class B Underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all $__________________ aggregate principal amount of Class B Notes if any Class B Notes are purchased. The Class B Underwriters have advised the Issuer that the several Class B Underwriters propose initially to offer the Class B Notes to the public at the public offering price set forth on the cover page of this prospectus supplement, and to certain dealers at that public offering price less a concession not in excess of _____% of the principal amount of the Class B Notes. The Class B Underwriters may allow, and those dealers may reallow to other dealers, a concession not in excess of _____% of the principal amount. S-8 Subject to the terms and conditions of the underwriting agreement for the Class C Notes, the Issuer has agreed to sell to each of the underwriters named below, and each of those underwriters has severally agreed to purchase, the principal amount of Class C Notes set forth opposite its name: Class C Notes Class C Underwriters Principal Amount Total........................................... $ ======== The several Class C Underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all $__________________ aggregate principal amount of Class C Notes if any Class C Notes are purchased. The Class C Underwriters have advised the Issuer that the several Class C Underwriters propose initially to offer the Class C Notes to the public at the public offering price set forth on the cover page of this prospectus supplement, and to certain dealers at that public offering price less a concession not in excess of _____% of the principal amount of the Class C Notes. The Class C Underwriters may allow, and those dealers may reallow to other dealers, a concession not in excess of _____% of the principal amount. After the public offering, the public offering price and other selling terms may be changed by the Class A Underwriters, Class B Underwriters and Class C Underwriters. Each underwriter of the Series [ ]- _ Notes has agreed that: o it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Series [ ]- __ Notes in, from or otherwise involving the United Kingdom; o it has only issued, distributed or passed on and will only issue, distribute or pass on in the United Kingdom any document received by it in connection with the issue of the Series [ ]- __ Notes to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued, distributed or passed on; o if it is an authorized person under Chapter III of Part I of the Financial = Services Act 1986, it has only promoted and will only promote (as that term is defined in Regulation 1.02(2) of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any person in the United Kingdom the scheme described in this prospectus supplement and the prospectus if that person is a kind described either in Section 76(2) of the Financial Services Act 1986 or in Regulation 1.04 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991; and S-9 o it is a person of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996. In connection with the sale of the Series [ ]- _ Notes, the underwriters may engage in: o over-allotments, in which members of the syndicate selling the Series [ ]- _ Notes sell more Notes than the Issuer actually sold to the syndicate, creating a syndicate short position; o stabilizing transactions, in which purchases and sales of the Series [ ]- _ Notes may be made by the members of the selling syndicate at prices that do not exceed a specified maximum; o syndicate covering transactions, in which members of the selling syndicate purchase Series [ ]- _ Notes in the open market after the distribution has been completed in order to cover syndicate short positions; and o penalty bids, by which underwriters reclaim a selling concession from a syndicate member when the Series [ ]- _ Notes originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. These stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the Series [ ]- _ Notes to be higher than it would otherwise be. These transactions, if commenced, may be discontinued at any time. The Issuer will indemnify the underwriters against certain liabilities, including liabilities under applicable securities laws, or contribute to payments the underwriters may be required to make in respect of those liabilities. The closing of the sale of each class of Series [ - ] Notes is a condition to the closing of the sale of the other classes. Salomon Smith Barney Inc. is an affiliate of the Issuer. This prospectus supplement and the accompanying prospectus may be used by Salomon Smith Barney Inc. and/or other affiliates of the Issuer in connection with offers and sales related to market-making transactions in the Series [ - ] Notes. The Issuer's affiliates may act as principal or agent in these market-making transactions. Market-making sales will be made at prices related to prevailing market prices at the time of sale. S-10 The Issuer will receive proceeds of approximately $_____________from the sale of the Series [ - ] Notes. This amount represents ____% of the principal amount of the Class A Notes, _____% of the principal amount of the Class B Notes, and _____% of the principal amount of the Class C Notes. The Issuer will receive this amount net of the underwriting discount of $__________. The underwriting discount represents _____% of the principal amount of the Class A Notes, _____% of the principal amount of the Class B Notes and _____% of the principal amount of the Class C Notes. Additional offering expenses are estimated to be $---------------. S-11 ANNEX I This annex forms an integral part of the prospectus supplement. THE MASTER TRUST RECEIVABLES AND ACCOUNTS The following information relates to the credit card receivables owned by Citibank Credit Card Master Trust I and the related credit card accounts. LOSS AND DELINQUENCY EXPERIENCE The following table sets forth the loss experience for cardholder payments on the credit card accounts for each of the periods shown. Losses consist of write-offs of principal receivables. These losses are presented below on a cash basis. If accrued finance charge receivables that have been written off were included in losses , Net Losses would be higher as an absolute number and as a percentage of the average of principal and finance charge receivables outstanding during the periods indicated. Average Principal Receivables Outstanding is the average of principal receivables outstanding during the periods indicated. The percentage reflected for the ____ months ended _______ __, 199_ is an annualized number. We can not provide any assurance that the loss experience for the receivables in the future will be similar to the historical experience set forth below. LOSS EXPERIENCE FOR THE ACCOUNTS (DOLLARS IN THOUSANDS)
----- Months Year Ended December 31, Ended ---------------------------- 199_ 199_ 199_ ------- ----- ------ ------ Average Principal Receivables Outstanding.................. Net Losses.................... Net Losses as a Percentage of Average Principal Receivables Outstanding......
Net losses as a percentage of gross charge-offs for the first ____ months of 199_ were ____% and for each of the years ended December 31, 199_, 199_ and 199_ were ____%, ____% and ____%, respectively. Gross charge-offs are charge-offs before recoveries and do not include the amount of any reductions in Average Principal Receivables Outstanding due to fraud, returned goods, customer disputes or certain other miscellaneous write-offs. The following table sets forth the delinquency experience for cardholder payments on the credit card accounts for each of the periods shown. The Delinquent Amount includes both principal receivables and finance charge receivables. The percentages are the result of dividing the Delinquent Amount by the average of principal and finance charge receivables outstanding during the periods indicated. We can not provide any assurance that the delinquency experience for the receivables in the future will be similar to the historical experience set forth below. I-1 DELINQUENCIES AS A PERCENTAGE OF THE ACCOUNTS (DOLLARS IN THOUSANDS)
As of As of December 31, 199 199 199 199 --------- --------- --------- --------- Number of Days Delinquent Delinquent Delinquent Delinquent Delinquent Amount Amount Amount Amount 35-64 days............ 65-94 days............ 95 days or more....... Total............
REVENUE EXPERIENCE The revenues for the credit card accounts from finance charges, fees paid by cardholders and interchange for the ____ months ended _________ __, 199_ and for each year of the three-year period ended December 31, 199_ are set forth in the following table. The revenue experience in this table is presented on a cash basis before deduction for charge-offs. Average Revenue Yield is the result of dividing Finance Charges and Fees Paid by Average Principal Receivables Outstanding during the periods indicated. The percentage for the ____ months ended _____________ __, 199_ is an annualized number. Revenues from finance charges, fees and interchange will be affected by numerous factors, including the periodic finance charge on the credit card receivables, the amount of any annual membership fee, other fees paid by cardholders, the percentage of cardholders who pay off their balances in full each month and do not incur periodic finance charges on purchases, the percentage of credit card accounts bearing finance charges at promotional rates and changes in the level of delinquencies on the receivables. REVENUE EXPERIENCE FOR THE ACCOUNTS (DOLLARS IN THOUSANDS)
----- Months Year Ended December 31, Ended ------------------------------- 199_ 199_ 199_ -------- -------- -------- ------- Finance Charges and Fees Paid........................ Average Revenue Yield........
The revenues from periodic finance charges and fees -- other than annual fees --depend in part upon the collective preference of cardholders to use their credit cards as revolving debt instruments for purchases and cash advances and to pay off account balances over several months -- as opposed to convenience use, where cardholders pay off their entire balance each month, thereby avoiding periodic finance charges on their purchases -- and upon other card-related services for which the cardholder pays a fee. Fees for these other services will be treated for purposes of the pooling and servicing agreement as principal receivables rather than finance charge receivables; however, the Banks may specify that they will treat these fees as finance charge receivables. Revenues from periodic finance charges and fees also depend on the types of charges and fees assessed on the credit card accounts. Accordingly, revenues will be affected by future changes in the types of charges and fees assessed on the accounts and in the types of additional accounts added from time to time. These revenues could be adversely affected by future changes in fees and charges assessed by Citibank (South Dakota) and other factors. I-2 CARDHOLDER MONTHLY PAYMENT RATES Monthly payment rates on the credit card receivables may vary because, among other things, a cardholder may fail to make a required payment, may only make the minimum required payment or may pay the entire outstanding balance. Monthly payment rates on the receivables may also vary due to seasonal purchasing and payment habits of cardholders. The following table sets forth the highest and lowest cardholder monthly payment rates for the credit card accounts during any month in the periods shown and the average of the cardholder monthly payment rates for all months during the periods shown, in each case calculated as a percentage of the total beginning account balances for that month. Monthly payment rates include amounts that would be deemed payments of principal receivables and finance charge receivables with respect to the accounts. In addition, the amount of outstanding receivables and the rates of payments, delinquencies, charge-offs and new borrowings on the accounts depend on a variety of factors including seasonal variations, the availability of other sources of credit, general economic conditions, tax laws, consumer spending and borrowing patterns and the terms of the accounts, which Citibank (South Dakota) may change. CARDHOLDER MONTHLY PAYMENT RATES FOR THE ACCOUNTS
----- Months Year Ended December 31, Ended ------------------------------ 199_ 199_ 199_ --------- ------- -------- ------- Lowest Month................. Highest Month................ Average of the Months in the Period.................. INTERCHANGE
Creditors participating in the MasterCard International and VISA associations receive interchange as partial compensation for taking credit risk, absorbing fraud losses and funding receivables for a limited period before initial billing. Under the MasterCard International and VISA systems, a portion of this interchange in connection with cardholder charges for merchandise and services is passed from banks which clear the transactions for merchants to credit card-issuing banks. interchange ranges from approximately 1% to 2% of the transaction amount. Citibank (South Dakota) is required to transfer to the Master Trust interchange attributed to cardholder charges for merchandise and services in the accounts. Interchange is allocated to the Master Trust on the basis of the ratio that the amount of cardholder charges for merchandise and services in the accounts bears to the total amount of cardholder charges for merchandise and services in the portfolio of credit card accounts owned by Citibank (South Dakota). MasterCard International and VISA may change the amount of interchange reimbursed to banks issuing their credit cards. THE CREDIT CARD RECEIVABLES The receivables in the credit card accounts as of ___________ __, 199_ included $______________ of finance charge receivables and $____________ of principal receivables --which amounts include overdue finance charge receivables and overdue principal receivables. As of _____________ __, [ ] there were ______________ accounts. Included within the accounts are inactive accounts that have no balance. The accounts had an average principal receivable balance of $_____ and an average credit limit of $_____. The average total receivable balance in the accounts as a percentage of the average credit limit with respect to the accounts was __%. Approximately __% of the accounts were opened before ___________ 199_. I-3 Of the accounts, approximately ______% related to cardholders with billing addresses in California, _____% in New York, _____% in Texas and _____% in Florida. Not more than 5% of the accounts related to cardholders having billing addresses in any other single state. The credit card accounts include receivables which, in accordance with the servicer's normal servicing policies, were charged-off as uncollectible before they were added to the Master Trust. However, for purposes of calculation of the amount of principal receivables and finance charge receivables in the Master Trust for any date, the balance of the charged-off receivables is zero and the Master Trust owns only the right to receive recoveries on these receivables. The following tables summarize the credit card accounts by various criteria as of __________ __, 199_. References to "Receivables Outstanding" in these tables include both finance charge receivables and principal receivables. Because the composition of the accounts will change in the future, these tables are not necessarily indicative of the future composition of the accounts. Credit balances presented in the following table are a result of cardholder payments and credit adjustments applied in excess of a credit card account's unpaid balance. Accounts which have a credit balance are included because receivables may be generated in these accounts in the future. Credit card accounts which have no balance are included because receivables may be generated in these accounts in the future. COMPOSITION OF ACCOUNTS BY ACCOUNT BALANCE
Percentage Percentage of Total of Total Number of Number of Receivables Receivables Account Balance Accounts Accounts Outstanding Outstanding --------- ---------- ----------- ----------- Credit Balance..................... No Balance......................... Less than or equal to $500.00............................ $500.01 to $1,000.00............... $1,000.01 to $2,000.00............. $2,000.01 to $3,000.00............. $3,000.01 to $4,000.00............. $4,000.01 to $5,000.00............. $5,000.01 to $6,000.00............. $6,000.01 to $7,000.00............. $7,000.01 to $8,000.00............. $8,000.01 to $9,000.00............. $9,000.01 to $10,000.00............ Over $10,000.00.................... Total.....................
COMPOSITION OF ACCOUNTS BY PAYMENT STATUS
Percentage Percentage of Total of Total Number of Number of Receivables Receivables Credit Limit Accounts Accounts Outstanding Outstanding --------- ---------- ----------- ----------- I-4 Less than or equal to $500.00............................. $500.01 to $1,000.00................ $1,000.01 to $2,000.00.............. $2,000.01 to $3,000.00.............. $3,000.01 to $4,000.00.............. $4,000.01 to $5,000.00.............. Over $5,000.00...................... Total......................
Accounts presented in the table below as "Current" include accounts on which the minimum payment has not been received before the next billing date following the issuance of the related bill. < COMPOSITION OF ACCOUNTS BY PAYMENT STATUS
Percentage Percentage of Total of Total Number of Number of Receivables Receivables Payment Status Accounts Accounts Outstanding Outstanding --------- ---------- ----------- ----------- Current............................ Up to 34 days delinquent............ 35 to 64 days delinquent............ 65 to 94 days delinquent............ 95 to 124 days delinquent........... 125 to 154 days delinquent.......... 155 to 184 days delinquent.......... Total......................
COMPOSITION OF ACCOUNTS BY AGE
Percentage Percentage of Total of Total Number of Number of Receivables Receivables Payment Status Accounts Accounts Outstanding Outstanding --------- ---------- ----------- ----------- Age Current............................. Less than or equal to 6 months.............................. Over 6 months to 12 months......................... Over 12 months to 24 months......................... Over 24 months to 36 months......................... Over 36 months to 48 months......................... Over 48 months...................... Total......................
Billing and Payments I-5 The credit card accounts have different billing and payment structures, including different periodic finance charges and fees. The following information reflects the current billing and payment characteristics of the accounts. Citibank (South Dakota) sends monthly billing statements to cardholders with balances at the end of each billing period. Each month a MasterCard or VISA cardholder must make a minimum payment equal to the sum of (1) the greater of $20 -- or, if the then current balance is less than $20, that balance --and 1/48 of the then current balance, (2) any amount which is past due and (3) any amount which is in excess of the credit limit. The required minimum payment, however, cannot be less than the finance charges billed. A periodic finance charge is assessed on the credit card accounts. The periodic finance charge assessed on balances for purchases and cash advances for a majority of the accounts is calculated by multiplying (1) the daily balances for each day during the billing cycle by (2) the applicable daily periodic finance charge rate, and summing the results for each day in the billing period. The daily balance is calculated by taking the previous day's balance, adding any new purchases or cash advances and fees, adding the daily finance charge on the previous day's balance, and subtracting any payments or credits. Cash advances are included in the daily balance from the date the advances are made. Purchases are included in the daily balance generally from the date of purchase. Periodic finance charges are not assessed in most circumstances on purchase amounts if all balances shown in the previous billing statement are paid in full by the due date indicated on the statement. The periodic finance charge assessed on balances in most credit card accounts for purchases is currently the Prime Rate, as published in The Wall Street Journal, plus a percentage ranging from 5.4% to 12.9%. As of the most recent quarterly reset date, the periodic finance charge on balances in most accounts for purchases ranged from ____% to ____%. The periodic finance charge assessed on balances in most credit card accounts for cash advances is currently 19.99%. Citibank (South Dakota) may change the periodic finance charge on accounts at any time by written notice to the cardholders. Any increase in the finance charge will become effective upon the earlier of subsequent use of a card and the expiration of a 25-day period from the date the change was made effective -- assuming failure on the part of the cardholder to object to the new rate. Citibank (South Dakota) also offers promotional rates of limited duration to attract new cardholders and to promote balance transfers from other credit card issuers and the periodic finance charge on a limited number of accounts may be greater or less than those assessed by Citibank (South Dakota) generally. Before December 1993, Citibank (South Dakota) generally assessed an annual membership fee of between $20 and $100 per account. Effective December 1, 1993, Citibank (South Dakota) eliminated the annual membership fee for some premium and nonpremium cardholders who met specified non-delinquency criteria. This change did not apply to affinity or co-branded card products. In addition, effective January 1, 1995, Citibank (South Dakota) eliminated the annual fees applicable to some other accounts, including some of its affinity and co-branded card products. Some of the accounts may be subject to additional fees, including: I-6 o a late fee of $29 if Citibank (South Dakota) does not receive a required minimum payment by the payment due date shown on the monthly billing statement, which fee is assessed monthly until the account is less than 30 days past due; o a cash advance fee which is generally equal to 3.0% of the amount of the cash advance, subject to a minimum fee of $5; o a returned payment fee of $29; o a returned check fee of $29; o a stop payment fee of $29; and o a fee of $29 for each billing period with respect to each account with an outstanding balance over the credit limit established for that account. Payments by cardholders on the accounts are processed and applied to all minimum amounts due, from the oldest to the most current, with respect to the following items in the following order: (1) periodic finance charges on cash advances, (2) periodic finance charges on purchases, (3) cash advance amounts and (4) purchase amounts. When all minimum amounts due are paid, payments are generally allocated first to cash advance balances and then to purchase balances. We cannot provide any assurance that periodic finance charges, fees and other charges will remain at current levels in the future. I-7 CITIBANK CREDIT CARD ISSUANCE TRUST $_____________ ___% Class A Notes, Series [ - ] $_____________ ___% Class B Notes, Series [ - ] $_____________ ___% Class C Notes, Series [ - ] CITIBANK (SOUTH DAKOTA), N.A. CITIBANK (NEVADA), NATIONAL ASSOCIATION Originators of the Trust --------------------------- PROSPECTUS SUPPLEMENT DATED ____________ __, [ ] UNDERWRITERS OF THE CLASS A NOTES [ ] UNDERWRITERS OF THE CLASS B NOTES [ ] UNDERWRITERS OF THE CLASS C NOTES [ ] You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. No one has been authorized to provide you with different information. The Notes are not being offered in any state where the offer is not permitted. The Issuer does not claim the accuracy of the information in this prospectus supplement and the accompanying prospectus as of any date other than the dates stated on their respective covers. Until the date which is 90 days after the date of this prospectus supplement, all dealers effecting transactions in the Notes, whether or not participating in this distribution, may be required to deliver a prospectus supplement and prospectus. This is in addition to the obligation of dealers to deliver a prospectus supplement and prospectus when acting as underwriters of the Notes and with respect to their unsold allotments or subscriptions. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. Other Expenses of Issuance and Distribution. The following table sets forth the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder, other than underwriting discounts and commissions. Registration Fee $ 278 Printing and Engraving Expenses * Trustee's Fees and Expenses * Legal Fees and Expenses * Accountants' Fees and Expenses * Blue Sky Fees and Expenses * Rating Agency Fees * Miscellaneous Expenses * Total $ * -------- ------------------------ * To be provided by amendment ITEM 15. Indemnification of Directors and Officers. Article TENTH of the Articles of Association of Citibank (South Dakota), N.A. and Citibank (Nevada), National Association (collectively, the "Banks") provides that any person, his heirs, executors or administrators, may be indemnified or reimbursed by such Bank for reasonable expenses actually incurred in connection with any action, suit or proceeding, civil or criminal, to which he or they shall be made a party by reason of his being or having been a director, officer or employee of such Bank or of any firm, corporation or organization which he served in any such capacity at the request of such Bank; provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding as to which he shall finally be adjudged to have been guilty of or liable for gross negligence, willful misconduct or criminal acts in the performance of his duties to such Bank; and provided further, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding which has been made the subject of a compromise settlement except with the approval of a court of competent jurisdiction or the holders of record of a majority of the outstanding shares of such Bank, or the Board of Directors, acting by vote of directors not parties to the same or substantially the same action, suit or proceeding, constituting a majority of the whole number of directors. Such Article also provides that the foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such persons, their heirs, executors or administrators, may be entitled as a matter of law. There are directors' and officers' liability insurance policies presently outstanding which insure directors and officers of Citigroup and certain of its subsidiaries, including the Banks. The policies cover losses for which Citigroup or any of those subsidiaries shall be required or permitted by law to indemnify directors and officers and which result from claims made against such directors or officers based upon the commission of wrongful acts in the performance of their duties. The policies also cover losses which the directors or officers must pay as the result of claims brought against them based upon the commission of wrongful acts in the performance of their duties and for which they are not indemnified by Citigroup or any of those subsidiaries. The losses covered by the policies are subject to certain exclusions and do not include fines or penalties imposed by law or other matters deemed uninsurable under the law. The policies contain certain self-insured retention provisions. There are also certain additional indemnification provisions contained in the Underwriting Agreement to be filed as Exhibit 1.1 II-1 ITEM 16. EXHIBITS (a) Exhibits. 1.1 Form of Underwriting Agreement for the Notes.* 4.1 Form of Indenture for the Notes.** 4.2 Form of Series Supplement to the Pooling and Servicing Agreement relating to the Collateral Certificate.** 4.3 Pooling and Servicing Agreement for Citibank Credit Card Master Trust I, incorporated by reference from Exhibit 4.2 of Citibank (South Dakota) and Citibank (Nevada)'s Registration Statement on Form S-1 (File No. 33-41054). 4.4 Amendment No. 1 to Pooling and Servicing Agreement, incorporated by reference from Exhibit 4.2 of Citibank (South Dakota) and Citibank (Nevada)'s Registration Statement on Form S-1 (File No. 33-48148). 4.5 Amendment No. 2 to Pooling and Servicing Agreement, incorporated by reference from Exhibit 4.4 of Citibank (South Dakota) and Citibank (Nevada)'s Registration Statement on Form S-3 (File No. 33-77802). 4.6 Amendment No. 3 to Pooling and Servicing Agreement, incorporated by reference from Exhibit 4.5 of Citibank (South Dakota) and Citibank (Nevada)'s Registration Statement on Form S-3 (File No. 33-77802). 4.7 Amendment No. 4 to Pooling and Servicing Agreement, incorporated by reference from Exhibit 4.6 of Citibank (South Dakota) and Citibank (Nevada)'s Registration Statement on Form S-3 (File No. 33-77802). 4.8 Amendment No. 5 to Pooling and Servicing Agreement, incorporated by reference from Exhibit 4 of Citibank (South Dakota) and Citibank (Nevada)'s Current Report on Form 8-K dated January 8, 1996. 4.9 Form of Trust Agreement of Citibank Credit Card Issuance Trust.** 5.1 Opinion of Stephanie B. Mudick, Esq., General Counsel - Corporate Law, Citigroup Inc., with respect to legality.* 8.1 Opinion of Cravath, Swaine & Moore with respect to tax matters.* 23.1 Consent of Stephanie B. Mudick, Esq., General Counsel - Corporate Law, Citigroup Inc. (included in Exhibit 5.1).* 23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 8.1).* 24.1 Powers of Attorney.*** 25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of Bankers Trust Company, as trustee under the Indenture.* - --------------------------- * To be filed by amendment. ** Filed herewith. *** Previously Filed. II-2 (b) Financial Statements All financial statements, schedules and historical information have been omitted as they are not applicable. ITEM 17. Undertakings. Each of the undersigned Registrants hereby undertakes as follows: (a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that (a)(i) and (a)(ii) will not apply if the information required to be included in a post-effective amendment thereby is contained in periodic reports filed pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Trust's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of each issue. II-3 (d)(1) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank (South Dakota), N.A. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, reasonably believes that the security rating requirement contained in Transaction Requirement B.5 of Form S-3 will be met by the time of sale of the securities registered hereunder, and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sioux Falls, South Dakota, on December 20, 1999. CITIBANK (SOUTH DAKOTA), N.A. as originator of Citibank Credit Card Issuance Trust and Co-Registrant By: /s/ Eugene D. Rowenhorst ----------------------------------- Eugene D. Rowenhorst, Senior Vice President CITIBANK (SOUTH DAKOTA), N.A. as originator of Citibank Credit Card Master Trust I and Co-Registrant By: /s/ Eugene D. Rowenhorst ----------------------------------- Eugene D. Rowenhorst, Senior Vice President Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to Registration Statement has been signed on December 20, 1999 by the following persons in the capacities indicated. Signature Title - --------- ----- /s/ Thomas W. Jones Director and President - ----------------------------- (Principal Executive Officer) Thomas W. Jones /s/ Eugene D. Rowenhorst Director and Chief Financial Officer - ----------------------------- (Principal Financial Officer and Eugene D. Rowenhorst Principal Accounting Officer) - ----------------------------- James R. Stojak Director * - ----------------------------- Joachim M. Paladino Director * - ----------------------------- Russell R. Greenfield Director II-5 - ----------------------------- Director Jerry W. Johnson - ----------------------------- Director Donald Bender - --------------------- * The undersigned, by signing his name hereto, does hereby sign this Amendment to Registration Statement on behalf of each of the above-indicated directors of Citibank (South Dakota), N.A. pursuant to powers of attorney signed by such directors. /s/ Eugene D. Rowenhorst ------------------------ Eugene D. Rowenhorst Attorney-in-Fact II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank (Nevada), National Association certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, reasonably believes that the security rating requirement contained in Transaction Requirement B.5 of Form S-3 will be met by the time of sale of the securities registered hereunder, and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on December 20, 1999. CITIBANK (NEVADA), NATIONAL ASSOCIATION as originator of Citibank Credit Card Issuance Trust and Co-Registrant By: /s/ Robert D. Clark ------------------------------- Robert D. Clark, Vice President CITIBANK (NEVADA), NATIONAL ASSOCIATION as originator of Citibank Credit Card Master Trust I and Co-Registrant By: /s/ Robert D. Clark ------------------------------- Robert D. Clark, Vice President Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to Registration Statement has been signed on December 20, 1999 by the following persons in the capacities indicated. Signature Title -------- ------------- /s/ Steven J. Garofalo Director and President - ----------------------------- (Principal Executive Officer) Steven J. Garofalo /s/ Robert D. Clark - ----------------------------- Chief Financial Officer and Controller Robert D. Clark (Principal Financial Officer and Principal Accounting Officer) - ----------------------------- G. Daniel Clark Chairman of the Board and a Director * - ----------------------------- Eugene D. Rowenhorst Director - ----------------------------- Joseph N. Crowley Director * - ----------------------------- Francine A. Pulliam Director * - ----------------------------- Russell W. Dorn Director II-7 - ----------------------------- James R. Stojak Director - -------------------- * The undersigned, by signing his name hereto, does hereby sign this Amendment to Registration Statement on behalf of each of the above-indicated directors of Citibank (Nevada), National Association pursuant to powers of attorney signed by such directors. /s/ Robert D. Clark ------------------- Robert D. Clark Attorney-in-Fact II-8 EXHIBIT INDEX 1.1 Form of Underwriting Agreement for the Notes.* 4.1 Form of Indenture for the Notes.** 4.2 Form of Series Supplement to the Pooling and Servicing Agreement relating to the Collateral Certificate.** 4.3 Pooling and Servicing Agreement for Citibank Credit Card Master Trust I, incorporated by reference from Exhibit 4.2 of Citibank (South Dakota) and Citibank (Nevada)'s Registration Statement on Form S-1 (File No. 33-41054). 4.4 Amendment No. 1 to Pooling and Servicing Agreement, incorporated by reference from Exhibit 4.2 of Citibank (South Dakota) and Citibank (Nevada)'s Registration Statement on Form S-1 (File No. 33-48148). 4.5 Amendment No. 2 to Pooling and Servicing Agreement, incorporated by reference from Exhibit 4.4 of Citibank (South Dakota) and Citibank (Nevada)'s Registration Statement on Form S-3 (File No. 33-77802). 4.6 Amendment No. 3 to Pooling and Servicing Agreement, incorporated by reference from Exhibit 4.5 of Citibank (South Dakota) and Citibank (Nevada)'s Registration Statement on Form S-3 (File No. 33-77802). 4.7 Amendment No. 4 to Pooling and Servicing Agreement, incorporated by reference from Exhibit 4.6 of Citibank (South Dakota) and Citibank (Nevada)'s Registration Statement on Form S-3 (File No. 33-77802). 4.8 Amendment No. 5 to Pooling and Servicing Agreement, incorporated by reference from Exhibit 4 of Citibank (South Dakota) and Citibank (Nevada)'s Current Report on Form 8-K dated January 8, 1996. 4.9 Form of Trust Agreement of Citibank Credit Card Issuance Trust.** 5.1 Opinion of Stephanie B. Mudick, Esq., General Counsel - Corporate Law, Citigroup Inc., with respect to legality.* 8.1 Opinion of Cravath, Swaine & Moore with respect to tax matters.* 23.1 Consent of Stephanie B. Mudick, Esq., General Counsel - Corporate Law, Citigroup Inc. (included in Exhibit 5.1).* 23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 8.1).* 24.1 Powers of Attorney.*** 25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of Bankers Trust Company, as trustee under the Indenture.* - ----------------------- * To be filed by amendment. ** Filed herewith. *** Previously Filed. EX-4.1 2 INDENTURE EXHIBIT 4.1 =============================================================================== INDENTURE dated as of [ ], [ ] between CITIBANK CREDIT CARD ISSUANCE TRUST, as Issuer, and BANKERS TRUST COMPANY, as Trustee =============================================================================== TABLE OF CONTENTS Page ARTICLE I Definitions and Other Provisions of General Application SECTION 101. Definitions......................................................3 SECTION 102. Compliance Certificates and Opinions............................26 SECTION 103. Form of Documents Delivered to Trustee..........................26 SECTION 104. Acts of Noteholders.............................................27 SECTION 105. Notices, etc., to Trustee and Issuer....... ....................28 SECTION 106. Notices to Noteholders; Waiver..................................29 SECTION 107. Conflict with Trust Indenture Act...............................29 SECTION 108. Effect of Headings and Table of Contents........................30 SECTION 109. Successors and Assigns..........................................30 SECTION 110. Separability Clause.............................................30 SECTION 111. Benefits of Indenture...........................................30 SECTION 112. Governing Law...................................................30 SECTION 113. Counterparts....................................................30 ARTICLE II Note Forms SECTION 201. Forms Generally................................................31 SECTION 202. Forms of Notes.................................................31 SECTION 203. Form of Trustee's Certificate of Authentication................31 SECTION 204. Notes Issuable in the Form of a Global Note....................32 -i- Page ARTICLE III The Notes SECTION 301. General Title; General Limitations; Issuable in Series; Terms of Particular Series, Class or Tranches......................................................34 SECTION 302. Denominations.................................................38 SECTION 303. Execution, Authentication and Delivery and Dating.............39 SECTION 304. Temporary Notes...............................................40 SECTION 305. Registration, Transfer and Exchange...........................40 SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes...................42 SECTION 307. Payment of Interest; Interest Rights Preserved................42 SECTION 308. Persons Deemed Owners.........................................43 SECTION 309. Cancelation...................................................43 SECTION 310. Computation of Interest.......................................43 SECTION 311. New Issuances of Notes........................................43 SECTION 312. Specification of Required Subordinated Amount and other Terms with Respect to each Tranche.................48 SECTION 313. Required Subordinated Amount Conditions to Issuance of a Tranche of a Senior Class of a Multiple Issuance Series......................................48 ARTICLE IV Accounts and Investments SECTION 401. Collections...................................................51 SECTION 402. Accounts......................................................51 -ii- SECTION 403. Investment of Funds in the Accounts...........................52 SECTION 404. Excess Funds in the Interest Funding sub-Accounts or Principal Funding sub-Accounts................54 ARTICLE V Allocations, Deposits and Payments SECTION 501. Allocations of Finance Charge Collections.....................55 SECTION 502. Allocations of Principal Collections..........................55 SECTION 503. Targeted Deposits of Furnace Charge Collections and Principal Collections to the Interest Funding Account.......................................................56 SECTION 504. Payments Received from Derivative Counterparties for Interest; Other Deposits to the Interest Funding Account......................................58 SECTION 505. Allocation of Deposits to Interest Funding sub- Accounts......................................................59 SECTION 506. Deposit of Principal Funding sub-Account Earnings in Interest Funding sub-Accounts; Principal Funding sub-Account Earnings Shortfall; Payments Received from Derivative Counterparties for Interest...................................59 SECTION 507. Withdrawals from Interest Funding Account.....................61 SECTION 508. Targeted Deposits of Principal Collections to the Principal Funding Accou.......................................62 SECTION 509. Payments Received from Derivative Counterparties for Principal; Other Deposits to Principal Funding Accounts....................................65 SECTION 510. Allocation to Principal Funding sub-Accounts..................65 SECTION 511. Withdrawals from Principal Funding Account....................66 SECTION 512. Limit on Reallocations of Principal Collections -iii- Page Taken to Benefit Senior Classes of Single Issuance Series...............................................68 SECTION 513. Limit on Reallocations of Principal Collections Taken to Benefit Senior Classes in Multiple Issuance Series...............................................69 SECTION 514. Limit on Reallocations of Principal Collections Given to Benefit Senior Classes in Multiple Issuance Series...............................................72 SECTION 515. Limit on Repayments of Subordinated Classes of Single Issuance Series........................................73 SECTION 516. Limit on Repayments of Subordinated Classes of Multiple Issuance Series......................................74 SECTION 517. Targeted Deposits to the Class C Reserve Account..............76 SECTION 518. Withdrawals from the Class C Reserve Account..................77 SECTION 519. Reinvestment in the Collateral Certificate....................77 SECTION 520. Final Payment.................................................78 SECTION 521. Timing of Deposits............................................78 SECTION 522. Sale of Credit Card Receivables on Legal Maturity Date..........................................................78 SECTION 523. Netting of Deposits and Payments..............................79 SECTION 524. Pro Rata Payments within a Tranche............................79 ARTICLE VI Satisfaction and Discharge SECTION 601. Satisfaction and Discharge of Indenture.......................79 SECTION 602. Application of Trust Money....................................80 SECTION 603. Cancelation of Notes Held by the Issuer or the Banks.........................................................80 -iv- Page ARTICLE VII Remedies SECTION 701. Events of Default.............................................81 SECTION 702. Acceleration of Maturity; Rescission and Annulment.....................................................82 SECTION 703. Collection of Indebtedness and Suits for Enforcement by Trustee........................................84 SECTION 704. Trustee May File Proofs of Claim..............................85 SECTION 705. Trustee May Enforce Claims Without Possession of Notes......................................................86 SECTION 706. Application of Money Collected................................86 SECTION 707. Trustee May Elect to Hold the Collateral Certificate...................................................87 SECTION 708. Sale of Credit Card Receivables for Accelerated Class C Notes.................................................87 SECTION 709. Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Trustee.......................88 SECTION 710. Limitation on Suits...........................................89 SECTION 711. Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse......................89 SECTION 712. Restoration of Rights and Remedies............................90 SECTION 713. Rights and Remedies Cumulative................................90 SECTION 714. Delay or Omission Not Waiver..................................90 SECTION 715. Control by Noteholders........................................90 SECTION 716. Waiver of Past Defaults.......................................91 SECTION 717. Undertaking for Costs.........................................91 SECTION 718. Waiver of Stay or Extension Laws..............................92 ARTICLE VIII -v- Page The Trustee SECTION 801. Certain Duties and Responsibilities...........................92 SECTION 802. Notice of Defaults............................................94 SECTION 803. Certain Rights of Trustee.....................................94 SECTION 804. Not Responsible for Recitals or Issuance of Notes.............95 SECTION 805. May Hold Notes................................................96 SECTION 806. Money Held in Trust...........................................96 SECTION 807. Compensation and Reimbursement, Limit on Compensation, Reimbursement and Indemnity.....................96 SECTION 808. Disqualification; Conflicting Interests.......................97 SECTION 809. Corporate Trustee Required; Eligibility.......................97 SECTION 810. Resignation and Removal; Appointment of Successor.....................................................98 SECTION 811. Acceptance of Appointment by Successor........................99 SECTION 812. Merger, Conversion, Consolidation or Succession to Business..................................................100 SECTION 813. Preferential Collection of Claims Against Issuer.............101 SECTION 814. Appointment of Authenticating Agent..........................101 ARTICLE IX Noteholders' Meetings, Lists, Reports by Trustee, Issuer and Managing Beneficiary SECTION 901. Issuer To Furnish Trustee Names and Addresses of Noteholders...............................................103 SECTION 902. Preservation of Information; Communications to Noteholders..................................................103 SECTION 903. Reports by Trustee...........................................105 SECTION 904. Meetings of Noteholders; Amendments and -vi- Page Waivers......................................................106 SECTION 905. Reports by Issuer............................................107 SECTION 906. Accounting and Directions by the Trustee.....................108 SECTION 907. Reports by Trustee...........................................108 SECTION 908. Issuer's Report..............................................108 SECTION 909. Payment Request to Master Trust..............................108 SECTION 910. Monthly Computation Statement................................109 ARTICLE X Supplemental Indentures; Amendments to the Pooling and Servicing Agreement and Amendments to the Trust Agreement SECTION 1001. Supplemental Indentures Without Consent of Noteholders..................................................109 SECTION 1002. Supplemental Indentures with Consent of Noteholders..................................................111 SECTION 1003. Execution of Supplemental Indentures.........................112 SECTION 1004. Effect of Supplemental Indentures............................113 SECTION 1005. Conformity with Trust Indenture Act..........................113 SECTION 1006. Reference in Notes to Supplemental Indentures................113 SECTION 1007. Amendments to the Pooling and Servicing Agreement Without Consent....................................113 SECTION 1008. Amendments to the Pooling and Servicing Agreement With Consent.......................................113 SECTION 1009. Amendments to the Trust Agreement Without Consent......................................................114 SECTION 1010. Amendments to the Trust Agreement With Consent...............115 SECTION 1011. Tax .........................................................115 SECTION 1012. Notice.......................................................115 -vii- Page ARTICLE XI Representations, Warranties and Covenants of Issuer SECTION 1101. Payment of Principal and Interest............................116 SECTION 1102. Maintenance of Office or Agency..............................116 SECTION 1103. Money for Note Payments to be Held in Trust..................116 SECTION 1104. Statement as to Compliance...................................118 SECTION 1105. Legal Existence..............................................119 SECTION 1106. Further Instruments and Acts.................................119 SECTION 1107. Compliance with Laws.........................................119 SECTION 1108. Notice of Events of Default..................................119 SECTION 1109. Certain Negative Covenants...................................119 SECTION 1110. No Other Business............................................120 SECTION 1111. No Borrowing.................................................120 ARTICLE XII Early Redemption of Notes SECTION 1201. Applicability of Article.....................................120 SECTION 1202. Notice.......................................................122 SECTION 1203. Payment of Redemption Price..................................122 ARTICLE XIII Collateral SECTION 1301. Recording, Etc...............................................122 SECTION 1302. Trust Indenture Act Requirements.............................123 SECTION 1303. Suits To Protect the Collateral..............................124 -viii- Page SECTION 1304. Purchaser Protected..........................................124 SECTION 1305. Powers Exercisable by Receiver or Trustee....................124 SECTION 1306. Determinations Relating to Collateral........................125 SECTION 1307. Release of Collateral........................................125 SECTION 1308. Certain Actions by Trustee...................................126 SECTION 1309. Opinions as to Collateral....................................126 SECTION 1310. Delegation of Duties.........................................127 ARTICLE XIV Miscellaneous SECTION 1401. No Petition..................................................127 SECTION 1402. Trust Obligations............................................127 SECTION 1403. Limitations on Liability.....................................128 SECTION 1404. Notes Treated as Debt........................................128 SECTION 1405. Actions Taken by the Issuer..................................128 Exhibit A Form of Payment Request Exhibit B Form of Monthly Computation Statement Exhibit C Form of Issuer's Report -ix- THIS INDENTURE between CITIBANK CREDIT CARD ISSUANCE TRUST, a statutory business trust organized under the laws of the State of Delaware (the "Issuer"), having its principal office at [address], [State] [ZIP], and BANKERS TRUST COMPANY, a New York banking corporation ( the "Trustee"), is made and entered into as of [ ], [ ]. RECITALS OF THE ISSUER The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its notes to be issued in one or more fully registered or bearer series, classes or tranches. All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done. GRANTING CLAUSE To secure the Issuer's obligations under the Notes, the Issuer hereby grants to (a) the Trustee, for the benefit and security of the Noteholders, (b) each counterparty to a Derivative Agreement entered into in connection with issuance of a tranche of Notes that expressly states it is entitled to the benefit of the Collateral, subject to Section 1303 and (c) the Trustee, a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to: (i) the Collateral Certificate; (ii) the Collection Account; (iii) the Principal Funding Account; (iv) the Interest Funding Account; 1 (v) the Class C Reserve Account; (vi) any Supplemental Account; (vii) all sub-accounts in the Principal Funding Account, the Interest Funding Account, the Class C Reserve Account and any Supplemental Account; (viii) all securities, securities entitlements, investments, money and other property held in or through the Collection Account, the Principal Funding Account, the Interest Funding Account, the Class C Reserve Account, any Supplemental Account or any sub-account thereof; (ix) all rights, benefits and powers under any Derivative Agreement relating to any tranche of Notes; (x) all interest, principal, dividends, payments or distributions of any nature or type on any of the above; (xi) all rights of enforcement against any of the representations and warranties made by the Beneficiaries pursuant to Section 3.02 of the Trust Agreement; and (xii) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing. The collateral described above is referred to as the "Collateral". The security interest in the Collateral is granted to secure the Notes (and, to the extent specified in the applicable terms document, the obligations under any applicable Derivative Agreements) equally and ratably without prejudice, priority or distinction, except as otherwise expressly provided in this Indenture, or in the Issuer's Certificate or supplemental indenture which establishes any tranche of Notes, between any Note and any other Note by reason of difference in time of issuance or otherwise, and to secure (i) the payment of all amounts due on such Notes (and, to the extent so specified, the obligations under any Derivative Agreements) in accordance with their terms, (ii) the payment of all other sums payable under this Indenture and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. 2 The Trustee acknowledges the grant of such security interest, and accepts the Collateral in trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein to the end that the interests of the Noteholders may be adequately and effectively protected. Particular Notes and Derivative Agreements will benefit from the Security Interest to the extent (and only to the extent) proceeds and distributions on the Collateral are allocated for their benefit pursuant to this Indenture and the applicable terms document. AGREEMENTS OF THE PARTIES To set forth or to provide for the establishment of the terms and conditions upon which the Notes are and are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Notes by the Holders thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the Notes or of a series, class or tranche thereof, as the case may be: LIMITED RECOURSE The obligation of the Issuer to make payments of principal, interest and other amounts on the Notes and to make payments on Derivative Agreements is limited by recourse only to the Collateral. ARTICLE I Definitions and Other Provisions of General Application SECTION 101. Definitions. For all purposes of this Indenture and of any supplemental indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 3 (2) all other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation; (4) all references in this Indenture to designated "Articles", "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture as originally executed. The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and (5) "including" and words of similar import will be deemed to be followed by "without limitation". "Accounts" means, collectively, the Collection Account, the Interest Funding Account, the Principal Funding Account, the Class C Reserve Account, and any Supplemental Account. "Act", when used with respect to any Noteholder, is defined in Section 104(a). "action", when used with respect to the Issuer or any Noteholder, is defined in Section 104(a). "Adjusted Outstanding Dollar Principal Amount" means at any time with respect to any tranche of Notes, the Outstanding Dollar Principal Amount of all Outstanding Notes of such tranche at such time, less any funds on deposit in the Principal Funding sub-Account for such tranche at such time. 4 "Adverse Effect" means, whenever used in this Indenture with respect to (a) any tranche of Notes with respect to any action, that such action will at the time of its occurrence or at any future date result in the occurrence of an Early Redemption Event or Event of Default, (b) adversely affect the amount of funds available to be distributed to the Noteholders of any series pursuant to this Indenture or the timing of such distributions, or (c) adversely affect the security interest of the Trustee in the Collateral. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "applicable investment category" means with respect to any investment for an Account relating to a tranche of Class A Notes, Class B Notes or Class C Notes, the following ratings: Standard & Poor's Moody's Fitch Duff & Phelps Class A Notes A-1+ or AAA P-1 or Aaa F-1+ or AAA D-1+ or AAA Class B Notes A or higher A2 or higher A or higher A or higher Class C Notes BBB or higher Baa2 or higher BBB or higher BBB or higher Notwithstanding the foregoing, if funds on deposit in an Account are for the benefit of more than one class of Notes, the rating required for any investment of those funds will be the rating applicable to the most senior class. "Authenticating Agent" means any Person authorized by the Trustee to authenticate Notes under Section 814. "Banks" means Citibank (South Dakota) and Citibank (Nevada). "Beneficiaries" is defined in the Trust Agreement. 5 "Business Day" unless otherwise specified in the terms document for any tranche of Notes, means any day other than (a) a Saturday or Sunday or (b) any other day on which national banking associations or state banking institutions in New York, New York, South Dakota, or Las Vegas, Nevada, or any other state in which the principal executive offices of any Additional Seller (as defined in the Pooling and Servicing Agreement) are located, are authorized or obligated by law, executive order or governmental decree to be closed. "Citibank" means Citibank, N.A. "Citibank (Nevada)" means Citibank (Nevada), National Association. "Citibank (South Dakota)" means Citibank (South Dakota), N.A. "class" means, with respect to any Note, the class specified in the applicable terms document. Notes of a single class of a series will rank equally with respect to payment of principal, but may differ with respect to interest rates, maturity or other terms. "Class A Notes" means a Note specified in the applicable terms document as belonging to Class A. "Class A Required Subordinated Amount" means, with respect to any tranche of Class A Notes, the Required Subordinated Amount of Class B Notes or Class C Notes, as the case may be. "Class B Notes" means a Note specified in the applicable terms document as belonging to Class B. "Class B Required Subordinated Amount" means, with respect to any tranche of Class B Notes, the Required Subordinated Amount of Class C Notes. "Class C Notes" means a Note specified in the applicable terms document as belonging to Class C. "Class C Reserve Account" means the trust account designated as such and established pursuant to Section 402(a). 6 "Collateral" is defined in the Granting Clause. "Collateral Certificate" means the Series [ ]-00 Certificate, issued pursuant to the Pooling and Servicing Agreement and the Series [ ]-00 Supplement. "Collection Account" is defined in Section 402(a). "Collections" is defined in Section 401. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. "Controlled Amortization Amount" means, with respect to any tranche of Notes, the amount specified in the applicable terms document for computing the deposits targeted by Section 508(b). "Corporate Trust Office" means the principal office of the Trustee in New York, New York at which at any particular time its corporate trust business will be principally administered, which office at the date hereof is located at 4 Albany Street, New York, New York 10006, Attention: Corporate Trust and Agency Services, except that with respect to the presentation of Notes to the Trustee for payment or for registration of transfer and exchange, such term means the office or the agency of the Trustee in said city at which at any particular time its corporate agency business will be conducted, which office at the date hereof is located at 4 Albany Street, New York, New York 10006. "Depositary" means, unless otherwise specified by the Issuer pursuant to either Section 204 or 301, with respect to Notes of any tranche issuable or issued as a Global Note, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Securities Exchange Act, or other applicable statute or regulation. "Derivative Agreement" means any currency, interest rate or other swap, cap, collar, guaranteed investment contract or other derivative agreement. 7 "Derivative Counterparty" means any party to any Derivative Agreement other than the Issuer or the Trustee. "Discount Note" means a Note that provides for an amount less than the stated principal amount thereof to be due and payable upon the occurrence of an Early Redemption Event or other optional or mandatory redemption or the occurrence of an Event of Default and the acceleration of such Note, in each case before the Expected Principal Payment Date of the applicable Notes. "Dollar" means (a) United States dollars, or (b) denominated in United States dollars. "Due Period" is defined in the Pooling and Servicing Agreement. "Duff & Phelps" means Duff & Phelps Credit Rating Co., or any successor thereto. "Early Redemption Event" is defined in Section 1201. "Effective Date" means the date on which this Indenture is executed and delivered by the parties hereto. "Eligible Deposit Account" means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), and acting as a trustee for funds deposited in such account, so long as any of the securities of such depository institution will have a credit rating from each Rating Agency in one of its generic credit rating categories which signifies investment grade. "Eligible Institution" means a depository institution organized under the laws of the United States of America or any one of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), which at all times has (a)(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)(i) in the case of the Collection Account, if such depository institution is an Affiliate of Citibank, a certificate of deposit rating of A-1 or better by Standard & Poor's or (ii) for any other depository institution (or for any Affiliate of Citigroup Inc., in the case of any Account other 8 than the Collection 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. If so qualified, the Trustee or the Managing Beneficiary may be considered an Eligible Institution for the purposes of this definition. "Eligible Investments" means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence: (a) direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America; (b) demand deposits, time deposits or certificates of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies incorporated under the laws of the United States of America or any state thereof (or domestic branches of foreign banks) and subject to supervision and examination by federal or state banking or depository institution authorities; provided that at the time of the Issuer's investment or contractual commitment to invest therein, the short-term debt rating of such depository institution or trust company will be in the applicable investment category of each Rating Agency; (c) commercial paper (having remaining maturities of no more than 30 days) having, at the time of the Issuer's investment or contractual commitment to invest therein, a rating from each Rating Agency in its applicable investment category; (d) investments in money market funds rated in the applicable investment category by each Rating Agency or otherwise approved in writing by each Rating Agency; (e) demand deposits, time deposits and certificates of deposit which are fully insured by the FDIC; (f) notes or bankers' acceptances (having original maturities of no more than 365 days) issued by any depository institution or trust company referred to in (b) above; (g) time deposits (having maturities of no more than 30 days), other than as 9 referred to in clause (e) above, with a Person the commercial paper of which has a credit rating from each Rating Agency in its applicable investment category or notes which are payable on demand issued by Citibank; provided that such notes will constitute Eligible Investments only for so long as the commercial paper of Citigroup Inc., has a credit rating from each Rating Agency in its applicable investment category; or (h) any other investments approved in writing by each Rating Agency. The Issuer may, but is not required to, purchase Eligible Investments from a registered broker-dealer which is an Affiliate of the Trustee, Citibank (South Dakota), Citibank (Nevada) and/or Citigroup Inc. "Entity" means any Person other than an individual or government (including any agency or political subdivision thereof). "ERISA" means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time. "Event of Default" is defined in Section 701. "Excluded Master Trust Series" means any series of Investor Certificates under the Pooling and Servicing Agreement which is by its terms an "excluded series". "Expected Principal Payment Date" means, with respect to any tranche of Notes, the date specified as such in the applicable terms document. "FDIC" means the Federal Deposit Insurance Corporation or any successor thereto. "Federal Bankruptcy Code" means Title 11 of the United States Code, as amended from time to time. "Finance Charge Collections" means the amount of Investor Finance Charge Collections (as defined in the Series [ ]-00 Supplement) which are payable to the Issuer pursuant to Section 4.02 (a)(iii) of the Series [ ]-00 Supplement, together with all amounts referred to in Section 404. 10 "Fitch" means Fitch IBCA, Inc., or any successor thereto. "Foreign currency" means (a) a currency other than Dollars, or (b) denominated in a currency other than Dollars. "Global Note" means with respect to any tranche of Notes, a Note which is executed by the Issuer and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction, all in accordance with this Indenture and a supplemental indenture, if any, or Issuer's Certificate and pursuant to an Issuer Request, which will be registered in the name of the Depositary or its nominee and which will represent, and will be denominated in an amount equal to the aggregate stated principal amount of, all of the Outstanding Notes of such tranche or any portion thereof (or in the case of Discount Notes, the aggregate stated principal amount at the Expected Principal Payment Date of such Notes), in either case having the same terms, including the same original issue date, date or dates on which principal is due, and interest rate or method of determining interest. "group" means any one or more series of Notes which are specified as belonging to a common group in the applicable terms document. "Holder", when used with respect to any Note, means a Noteholder. "Indenture" or "this Indenture" means this Indenture as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and will include the terms of particular series, classes or tranches of Notes created as contemplated by Section 301. "Independent", when used with respect to any specified Person, means such a Person who (a) does not have any direct financial interest or any material indirect financial interest in the Issuer or in any other obligor upon the Notes or in any Affiliate of the Issuer or of such other obligor, and (b) is not connected with the Issuer or such other obligor or any Affiliate of the Issuer or of such other obligor, as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Whenever it is herein provided that any Independent Person's opinion or certificate will be furnished to the Trustee, such Person will be appointed by an Issuer Order and approved by the Trustee in the exercise of reasonable care, and such opinion or certificate will state that the signer has read this definition and that the signer is 11 Independent within the meaning hereof. "Initial Dollar Principal Amount" means (a) unless otherwise specified in the applicable terms document, with respect to tranches of Dollar Interest-bearing Notes, the aggregate initial principal amount of the Outstanding Notes of such tranche, and (b) with respect to tranches of Discount Notes and foreign currency Notes, the amount specified in the applicable terms document as the Initial Dollar Principal Amount thereof. "Interest-bearing Note" means a Note that bears interest at a stated or computed rate on the stated principal amount thereof. To the extent a Note constitutes both an Interest-bearing Note and a Discount Note, the provisions of this Indenture relating to both Interest-bearing Notes and a Discount Note will apply. "Interest Deposit Date" means the respective dates specified for deposits into the Interest Funding sub-Accounts in Section 503. "Interest Funding Account" means the trust account designated as such and established pursuant to Section 402(a). "Interest Payment Date" means, with respect to any tranche of Notes, the Scheduled Interest Payment Date or if such day is not a Business Day, the next following Business Day. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time. "Invested Amount" means (a) with respect to the Collateral Certificate, the Series [ ]-00 Invested Amount as defined in the Series [ ]-00 Supplement, and (b) with respect to any other Investor Certificate, as defined in the supplement to the Pooling and Servicing Agreement creating such Investor Certificate. "Investor Certificate" is defined in the Pooling and Servicing Agreement. "Investment Company Act" means the Investment Company Act of 1940, as amended. 12 "Issuer" is defined in the first paragraph of this Indenture. "Issuer Request", "Issuer Order" and "Issuer Consent" mean, respectively, a written request, order or consent signed in the name of the Issuer by its Managing Beneficiary or Issuer Trustee and delivered to the Trustee. "Issuer's Certificate" means a certificate signed by the Managing Beneficiary or the Issuer Trustee and delivered to the Trustee. Wherever this Indenture requires that an Issuer's Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the Managing Beneficiary. "Issuer's Report" means a request substantially in the form of Exhibit C. "Issuer Tax Opinion" means, with respect to any action, an Opinion of Counsel to the effect that for Federal and Delaware income and franchise tax purposes (a) the Issuer will not be an association (or publicly traded partnership) taxable as a corporation following such action, (b) where such action is the issuance of a series, class or tranche of Notes, following such action such series, class or tranche of Notes will be properly characterized as debt, (c) such action will not adversely affect the characterization of any Outstanding series, class or tranche of Notes as debt and (d) such action will not cause a taxable event to Holders of any such Notes. "Issuer Trustee" means [ ], in its capacity as trustee of the Issuer, and each of its successors and assigns. "Legal Maturity Date", with respect to any Note, means the date specified in such Note as the fixed date on which the principal of such Note is due and payable. "Managing Beneficiary" is defined in the Trust Agreement. "Master Trust" means Citibank Credit Card Master Trust I, established pursuant to the Pooling and Servicing Agreement. "Master Trust Tax Opinion" means, with respect to any action, an Opinion of Counsel to 13 the effect that, for Federal and South Dakota (and any other state where substantial servicing activities in respect of credit card accounts are conducted by any Additional Seller, as defined in the Pooling and Servicing Agreement, or the Banks, if there is a substantial change from present servicing activities) income and franchise tax purposes, (a) such action will not adversely affect the characterization as debt of the Investor Certificates, as defined in the Pooling and Servicing Agreement, of any outstanding series or class under the Master Trust, other than the Collateral Certificate, (b) such action will not cause a taxable event to any Investor Certificateholder and (c) following such action the Master Trust will not be treated as an association (or publicly traded partnership) taxable as a corporation. "Moody's" means Moody's Investors Service, Inc., or any successor thereto. "Monthly Computation Statement" means a request substantially in the form of Exhibit B. "Monthly Interest Date" means, with respect to any tranche of Notes: (a) for any month in which a Scheduled Interest Payment Date occurs, the corresponding Interest Payment Date, and (b) for any month in which no Scheduled Interest Payment Date occurs, the date in such month corresponding numerically to the next Scheduled Interest Payment Date for such tranches of Notes; provided, however, that (i) if there is no numerically corresponding day in such month, then the Monthly Interest Date will be the last Business Day of such month, and (ii) if such numerically corresponding day is not a Business Day, the Monthly Interest Date will be the next following Business Day (unless such Business Day would fall in the following month in which case the Monthly Interest Date will be the last Business Day of such earlier month). "monthly period" is defined in Section 506. 14 "Monthly Principal Date" means with respect to any tranche of Notes: (a) for any month in which the Expected Principal Payment Date occurs, the Expected Principal Payment Date (or if such day is not a Business Day, the next following Business Day), and (b) for any month in which no Expected Principal Payment Date occurs, the date in such month corresponding numerically to the Expected Principal Payment Date for such tranche of Notes; provided, however, that (i) if there is no numerically corresponding day in such month, then the Monthly Principal Date will be the last Business Day of such month, and (ii) if such numerically corresponding day is not a Business Day, the Monthly Principal Date will be the next following Business Day (unless such Business Day would fall in the following month in which case the Monthly Principal Date will be the last Business Day of such earlier month). "Multiple Issuance Series" means any series of Notes other than a Single Issuance Series. "Nominal Liquidation Amount" means, with respect to any tranche of Notes, an amount determined as follows: (a) As of the date of issuance of such tranche of Notes, the Nominal Liquidation Amount will be the Initial Dollar Principal Amount of such tranche of Notes. (b) As of each subsequent date of determination, the Nominal Liquidation Amount will be the sum of: (i) the Nominal Liquidation Amount of such tranche immediately after the prior date of determination, or in the case of the first date of determination, immediately after issuance; plus 15 (ii) with respect to any tranche of Discount Notes, the amount of any accretions of interest paid by the Issuer for investment in the Invested Amount of the Collateral Certificate pursuant to Section 519(a); plus (iii) the amount of any prefunding amount released from the Principal Funding sub-Account of such tranche pursuant to Section 519(b) and paid to the Master Trust investment in the Invested Amount of the Collateral Certificate; plus (iv) the amount of all reimbursements of reductions to the Invested Amount of the Collateral Certificate made pursuant to Section 5.01(a)(v) of the Series [ ] Supplement or Sections 501(d) and 519(c) hereof since the prior date of determination, such reduction to be allocated (A) first, pro rata to each tranche of Class A Notes of each series based on the Outstanding Dollar Principal Amount thereof (and reallocated on the same basis, if necessary, until all the Nominal Liquidation Amount all tranches of Class A Notes have been increased to the Outstanding Dollar Principal Amount thereof), and (B) second, pro rata to each tranche of Class B Notes of each series based on the Outstanding Dollar Principal Amount thereof (and reallocated on the same basis, if necessary, until the Nominal Liquidation Amount of all tranches of Class B Notes have been increased to the Outstanding Dollar Principal Amount thereof), and (C) third, pro rata to each tranche of Class C Notes of each series based on the Outstanding Dollar Principal Amount thereof (and reallocated on the same basis, if necessary, until the Nominal Liquidation Amount of all tranches of Class C Notes have been increased to the Outstanding Dollar Principal Amount thereof); minus 16 (v) the amount of all Principal Collections that are allocated to the series to which such tranche is a part which are reallocated pursuant to Section 502(a), such reduction to be allocated (A) first, pro rata to each tranche of Class C Notes of such series based on the Outstanding Dollar Principal Amount thereof (and reallocated on the same basis, if necessary), and (B) second, pro rata to each tranche of Class B Notes of such series based on the Outstanding Dollar Principal Amount thereof (and reallocated on the same basis, if necessary); minus (vi) the amount of all reductions in the Invested Amount of the Collateral Certificate resulting from an allocation of Investor Charge-Offs to Series [ ]-00 pursuant to Section 4.03 of the Series [ ]-00 Supplement, such reduction to be allocated (A) first, pro rata to each tranche of Class C Notes of each series based on the Outstanding Dollar Principal Amount thereof (and reallocated on the same basis, if necessary), and (B) second, pro rata to each tranche of Class B Notes of each series based on the Outstanding Dollar Principal Amount thereof (and reallocated on the same basis, if necessary), and (C) third, pro rata to each tranche of Class A Notes of each series based on the Outstanding Dollar Principal Amount thereof (and reallocated on the same basis, if necessary, until the Nominal Liquidation Amount of all tranches of Class A Notes have been reduced to zero); minus (vii) the amount on deposit in the applicable Principal Funding sub- Account for such tranche; and minus (viii) the aggregate amount withdrawn from the applicable Principal Funding sub-Account for such tranche pursuant to Section 511(a), (b) or (c); provided; however, that (1) the maximum cumulative amount by which the Nominal Liquidation Amount of any tranche of Notes of a subordinated class may be reduced pursuant to clause (v) and clause (vi) is equal to the sum of the highest Outstanding Dollar Principal Amount of such tranche plus the amount of all reimbursements to the Nominal Liquidation 17 Amount of such tranche which are counted toward the Required Subordinated Amount with respect to a senior class of Notes issued on or after the date of such reimbursement, (2) the Nominal Liquidation Amount of a tranche of Notes may never be less than zero, and (3) the Nominal Liquidation Amount of any tranche of Notes may never be greater than the Adjusted Outstanding Dollar Principal Amount of such tranche. It is the intention of the Issuer that the sum of the Nominal Liquidation Amounts of all tranches of Notes will at all times be equal to the Invested Amount of the Collateral Certificate. The Nominal Liquidation Amount for a series of Notes will be the sum of the Nominal Liquidation Amounts of all of the tranches of Notes of that series. "non-Performing", with respect to a Derivative Agreement, means not Performing. "Note" or "Notes" means any note or notes, of any series, class or tranche authenticated and delivered from time to time under this Indenture. "Note Register" is defined in Section 305. "Note Registrar" means the Person who keeps the Note Register specified in Section 305. "Noteholder" means a Person in whose name a Note is registered in the Note Register. "Opinion of Counsel" means a written opinion of counsel, who may (except as otherwise expressly provided in this Indenture) be an employee of or of counsel to the Issuer, the Managing Beneficiary or any of their Affiliates. "Outstanding", when used with respect to a Note or with respect to Notes of any group, series, class or tranche means, as of the date of determination, all such Notes theretofore authenticated and delivered under this Indenture, except: (a) any Notes theretofore canceled by the Trustee or delivered to the Trustee for cancelation, or canceled by the Issuer, the Banks or any Affiliate thereof pursuant to Section 309; 18 (b) any Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (c) any Notes whose Nominal Liquidation Amount is zero on its Legal Maturity Date (or later, after giving effect to all sales of credit card receivables, payments, allocations and distributions to be made on that day); (d) any Note with an Outstanding Dollar Principal Amount or Stated Principal Amount of zero; and (e) any such Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, or which will have been paid pursuant to the terms of SECTION 306 (except with respect to any such Note as to which proof satisfactory to the Trustee is presented that such Note is held by a person in whose hands such Note is a legal, valid and binding obligation of the Issuer). In determining whether the Holders of the requisite principal amount of such Notes Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, and for purposes of Section 904, Notes beneficially owned by the Issuer, the Banks or any other obligor upon the Notes or any Affiliate of the Issuer, the Banks or such other obligor will be disregarded and deemed not to be Outstanding. In determining whether the Trustee will be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee knows to be owned by the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer or such other obligor will be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee creates to the satisfaction of the Trustee the pledgee's right to act as owner with respect to such Notes and that the pledgee is not the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer or such other obligor. "Outstanding Dollar Principal Amount" means at any time, 19 (a) with respect to any tranche of Dollar Interest-bearing Notes, the aggregate Initial Dollar Principal Amount of the Outstanding Notes of such tranche at such time, less the Dollar amount of any amounts withdrawn from the Principal Funding sub- Account of such tranche of Notes for payment to the holders of such tranche pursuant to Section 511, and (b) with respect to any tranche of Discount Notes and any tranche of foreign currency Notes, an amount calculated by reference to the applicable formula set forth in the applicable terms document, taking into account the amount and timing of payments of principal made. "Paying Agent" means any Person authorized by the Issuer to pay the principal of or interest on any Notes on behalf of the Issuer. "Payment Date" means, with respect to any tranche of Notes, the applicable Principal Payment Date or Interest Payment Date. "Payment Request" means a request substantially in the form of Exhibit A. "Performing" means, with respect to any Derivative Agreement, no payment default or repudiation of performance by a Derivative Counterparty has occurred, and such Derivative Agreement has not been terminated. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Place of Payment" means with respect to any tranche of Notes issued hereunder the city or political subdivision so designated with respect to such tranche of Notes in accordance with the provisions of Section 301. "Pooling and Servicing Agreement" means the Pooling and Servicing Agreement, dated as of May 29, 1991, among Citibank (South Dakota) as Seller and Servicer, Citibank (Nevada) 20 as Seller, and Bankers Trust Company as Trustee, as amended, restated and supplemented from time to time. "Predecessor Notes" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in lieu of a lost, destroyed or stolen Note will be deemed to evidence the same debt as the lost, destroyed or stolen Note. "Principal Collections" means the amount of Available Investor Principal Collections (as defined in the Series [ ]-00 Supplement) which are payable to the Issuer pursuant to Section 4.02 (b)(i) or Section 4.02(c)(i) of the Series [ ]-00 Supplement. "Principal Deposit Date" means the respective dates specified for deposits into the Principal Funding sub-Accounts in Section 508. "Principal Funding Account" means the trust account designated as such and established pursuant to Section 402(a). "Principal Funding sub-Account Earnings" means, with respect to any Principal Funding sub-Account for any period, the net amount of income and other earnings on the amounts on deposit in the Principal Funding Account earned by the funds on deposit in such Principal Funding sub-Account for such period. "Principal Funding sub-Account Earnings Shortfall" means, for any period, (a) the Principal Funding sub-Account Earnings Target for such period minus (b) the Principal Funding sub-Account Earnings for such period. "Principal Funding sub-Account Earnings Target" means, for any period, with respect to any amount on deposit in a Principal Funding sub-Account, the Dollar amount of interest that would have accrued on such deposit if it had borne interest at the rate of accrual (and/or accretion) of the related tranche of Notes. This calculation will be made giving effect to any net 21 payments or receipts expected to be received or paid pursuant to Performing Derivative Agreements. "Principal Payment Date" means, with respect to any tranche of Notes, the Expected Principal Payment Date (or if such day is not a Business Day, the next following Business Day), or upon the acceleration of a tranche of Notes following an Event of Default or upon the occurrence of an Early Redemption Event, or other optional or mandatory redemption of a tranche of Notes, each Monthly Principal Date. "Rating Agency" means, with respect to any Outstanding series, class or tranche of Notes, each statistical rating agency selected by the Issuer to rate such Notes. "Ratings Effect" means a reduction, qualification or withdrawal of any then current rating of the Notes. "Record Date" for the interest or principal payable on any Note on any applicable Payment Date means the date specified in such Note as the Record Date. Unless otherwise specified in the applicable terms document, the Record Date for any Note will be the last day of the month before the related Payment Date. "Required Subordinated Amount" means, with respect to any tranche of a senior class of Notes, a Dollar amount of a subordinated class of the same series, as specified in the applicable terms document for such tranche of the senior class, or as changed from time to time pursuant to Section 312(b). "Required Surplus Finance Charge Amount" means, with respect to any Due Period, an amount equal to one twelfth of the product of (a) the Series [ ]-00 Invested Amount (as defined in the Series [ ]-00 Supplement) of the Collateral Certificate as of the last day of the immediately preceding Due Period, and (b) a decimal number to be set by the Issuer, which will initially equal zero (and which will never be less than zero); provided, however, that for purposes of the definition of "Adverse Effect", such decimal number will at all times be deemed to be the decimal number as set by the Issuer plus one-hundredth (0.01). The Issuer may, from time to time, change the decimal number to be set for purposes of clause (b) upon notice to the Trustee and each Rating Agency, and, if such decimal number is to be changed, upon delivery by the Issuer to the Trustee of an Issuer's Certificate of a Vice President or more senior officer to 22 the effect that the Issuer 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. "Responsible Officer", when used with respect to the Trustee, means the chairman or vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any senior trust officer or trust officer, the controller and any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Scheduled Interest Payment Date" means, with respect to any tranche of Notes, the scheduled due date of any payment of interest on such Notes, as specified in such Notes, without regard to whether or not such day is a Business Day. "Securities Exchange Act" means the Securities Exchange Act of 1934, as amended. "Security Interest" means the security interest granted pursuant to the Granting Clause. "Segregated Sellers' Interest" means, on any date, a portion of the Sellers' Interest equal to the aggregate amount on deposit in the Principal Funding Account. "Sellers" means Citibank (Nevada) and Citibank (South Dakota) in their capacities as Sellers under the Pooling and Servicing Agreement and any Additional Sellers as defined in the Pooling and Servicing Agreement. "senior class" means (a) with respect to Class B Notes of a series, Class A Notes of that series and (b) with respect to Class C Notes of a series, Class A Notes or Class B Notes of that series. "series" means, with respect to any Note, the series specified in the applicable terms document. 23 "Series [ ]-00 Supplement" means the Series [ ]-00 Supplement to the Pooling and Servicing Agreement, dated as of [ ], [ ], that establishes the Collateral Certificate. "Single Issuance Series" means any series of Notes that by the terms of the applicable terms document does not permit the issuance of more than one tranche of Notes in each class of Notes in such series. "Spot Exchange Rate" means, on any day, (a) with respect to any currency other than Dollars, the spot rate at which Dollars are offered on such day by Citibank in London (or if it is not a Business Day in London, by Citibank in New York) for such currency at approximately 11:00 a.m. (London (or New York) time), and (b) with respect to Dollars in relation to any specified currency other than Dollars, the spot rate at which such specified currency is offered on such day by Citibank in London (or if it is not a Business Day in London, by a major commercial bank in a money center for such currency) for Dollars at approximately 11:00 a.m. (London (or local) time). "Standard & Poor's" means Standard & Poor's Ratings Services or any successor thereto. "sub-Accounts" means each of the sub-Accounts referred to in Section 402(a). "subordinated class" means (a) with respect to Class A Notes of a series, Class B Notes or Class C Notes of that series, and (b) with respect to Class B Notes of a series, Class C Notes of that series. "Supplemental Account" means the trust account or accounts designated as such and established pursuant to Section 402(a). "Supplemental indenture" means an indenture supplemental to this Indenture executed and delivered pursuant to Article X. "Surplus Finance Charge Collections" means with respect to any Due Period, the amount of (a) (i) Finance Charge Collections received pursuant to Section 4.02(a)(iii) of the 24 Series [ ]-00 Supplement, and (ii) net earnings and other gain on amounts on deposit in the Accounts (other than the Principal Funding Account) received pursuant to Section 403(e), minus (b) the sum of the amounts, without duplication, determined pursuant to Section 501(a) or (b) for such Due Period. "terms document" means, with respect to any series, class or tranche of Notes, the Issuer's Certificate or supplemental indenture that establishes such series, class or tranche. "tranche" means, with respect to any class of Notes, Notes of such class which have identical terms, conditions and tranche designation. "Trust Agreement" means the Trust Agreement, dated as of [ ], [ ], among Citibank (Nevada) and Citibank (South Dakota), as Beneficiaries, and [NAME OF ISSUER TRUSTEE], as Trustee, as such agreement may be amended, restated or supplemented from time to time. "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the date as of which this Indenture was executed except as provided in Section 1005. "Trustee" means the Person named as the Trustee in the first paragraph of this Indenture until a successor Trustee will have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" means and includes each Person who is then a Trustee hereunder. If at any time there is more than one such Person, "Trustee" as used with respect to the Notes of any series, class or tranche means the Trustee with respect to Notes of that series, class or tranche. "Vice President" when used with respect to the Issuer or the Trustee means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president", including an assistant vice president. "Weighted Average Interest Rates" means, with respect to the Notes, the weighted 25 average interest rates applicable to such Notes (after converting the effective interest rates of Discount Notes to their accrual interest rate equivalents). This calculation will be made giving effect to any net payments or receipts expected to be received pursuant to Performing Derivative Agreements. SECTION 102. Compliance Certificates and Opinions. Upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer will furnish to the Trustee an Issuer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such Counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for the written statement required by Section 1104) will include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that such individual has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. SECTION 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, 26 one or more specified Persons, one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless the Issuer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 104. Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, "action") provided by this Indenture to be given or taken by Noteholders of any series, class or tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action will become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent will be sufficient for any purpose of this Indenture and (subject to Section 801) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the 27 individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) If the Issuer will solicit from the Holders any action, the Issuer may, at its option, by an Issuer's Certificate, fix in advance a record date for the determination of Holders entitled to give such action, but the Issuer will have no obligation to do so. If the Issuer does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such action or the date of the most recent list of Noteholders furnished to the Trustee pursuant to Section 901 before such solicitation. Such action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Issuer in reliance thereon whether or not notation of such action is made upon such Note. SECTION 105. Notices, etc., to Trustee and Issuer. Any action of Noteholders or other document 28 provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (a) the Trustee by any Noteholder or by the Issuer will be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (b) the Issuer by the Trustee or by any Noteholder will be sufficient for every purpose hereunder (except as provided in Section 701(c) or, in the case of a request for repayment, as specified in the Note carrying the right to repayment) if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Issuer. SECTION 106. Notices to Noteholders; Waiver. Where this Indenture or any Note provides for notice to Noteholders of any event, such notice will be sufficiently given (unless otherwise herein or in such Note expressly provided) if in writing and mailed, first-class postage prepaid, to each Noteholder affected by such event, at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholder will affect the sufficiency of such notice with respect to other Noteholders. Where this Indenture or any Note provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it will be impractical to mail notice of any event to any Noteholder when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as will be satisfactory to the Trustee and the Issuer will be deemed to be a sufficient giving of such notice. SECTION 107. Conflict with Trust Indenture Act. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with 29 another provision (an "incorporated provision") included in this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision will control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision will be deemed to apply to this Indenture as so modified or excluded, as the case may be. SECTION 108. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and will not affect the construction hereof. SECTION 109. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer will bind its successors and assigns, whether so expressed or not. SECTION 110. Separability Clause. In case any provision in this Indenture or in the Notes will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. SECTION 111. Benefits of Indenture. Nothing in this Indenture or in any Notes, express or implied, will give to any Person, other than the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Note Registrar, Derivative Counterparties (to the extent specified in the applicable Derivative Agreement) and the Holders of Notes (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 112. Governing Law. This Indenture will be construed in accordance with and governed by the laws of the State of New York. SECTION 113. Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. 30 ARTICLE II Note Forms SECTION 201. Forms Generally. The Notes will have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with applicable laws or regulations or with the rules of any securities exchange, or as may, consistently herewith, be determined by the Issuer, as evidenced by the Issuer's execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The definitive Notes will be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner, all as determined by the Issuer, as evidenced by the Issuer's execution of such Notes, subject, with respect to the Notes of any series, class or tranche, to the rules of any securities exchange on which such Notes are listed. SECTION 202. Forms of Notes. Each Note will be in one of the forms approved from time to time by or pursuant to an Issuer's Certificate, or established in one or more indentures supplemental hereto. Before the delivery of a Note to the Trustee for authentication in any form approved by or pursuant to an Issuer's Certificate, the Issuer will deliver to the Trustee the Issuer's Certificate by or pursuant to which such form of Note has been approved, which Issuer's Certificate will have attached thereto a true and correct copy of the form of Note which has been approved thereby or, if an Issuer's Certificate authorizes a specific officer or officers of the Managing Beneficiary to approve a form of Note, a certificate of such officer or officers approving the form of Note attached thereto. Any form of Note approved by or pursuant to an Issuer's Certificate must be acceptable as to form to the Trustee, such acceptance to be evidenced by the Trustee's authentication of Notes in that form or a certificate signed by a Responsible Officer of the Trustee and delivered to the Issuer. SECTION 203. Form of Trustee's Certificate of Authentication. The form of Trustee's Certificate of Authentication for any Note issued pursuant to this Indenture will be substantially as follows: 31 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes of the series, class or tranche designated therein referred to in the within-mentioned Indenture. [INDENTURE TRUSTEE NAME], as Trustee, By:________________________ Authorized Signatory SECTION 204. Notes Issuable in the Form of a Global Note. (a) If the Issuer will establish pursuant to Sections 202 and 301 that the Notes of a particular series, class or tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Issuer will execute and the Trustee or its agent will, in accordance with Section 303 and the Issuer Request delivered to the Trustee or its agent thereunder, authenticate and deliver, such Global Note or Notes, which (i) will represent, and will be denominated in an amount equal to the aggregate stated principal amount (or in the case of Discount Notes, the stated principal amount at the Expected Principal Payment Date of such Notes) of, the Outstanding Notes of such series, class or tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuer will specify in an Issuer Request, (ii) will be registered in the name of the Depositary for such Global Note or Notes or its nominee, (iii) will be delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary's instruction and (iv) will bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for the individual Notes represented hereby, this Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." (b) Notwithstanding any other provisions of this Section 204 or of Section 305, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 305, only to a 32 nominee of the Depositary for such Global Note, or to the Depositary, or a successor Depositary for such Global Note selected or approved by the Issuer, or to a nominee of such successor Depositary. (c) (i) If at any time the Depositary for a Global Note notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Notes for such series, class or tranche ceases to be a clearing agency registered under the Securities Exchange Act, or other applicable statute or regulation, the Issuer will appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer will execute, and the Trustee or its agent, upon receipt of an Issuer Request for the authentication and delivery of individual Notes of such series, class or tranche in exchange for such Global Note, will authenticate and deliver, individual Notes of such series, class or tranche of like tenor and terms in an aggregate stated principal amount equal to the stated principal amount of the Global Note in exchange for such Global Note. (ii) The Issuer may at any time and in its sole discretion determine that the Notes of any series, class or tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be represented by such Global Note or Notes. In such event the Issuer will execute, and the Trustee, upon receipt of an Issuer Request for the authentication and delivery of individual Notes of such series, class or tranche in exchange in whole or in part for such Global Note, will authenticate and deliver individual Notes of such series, class or tranche of like tenor and terms in definitive form in an aggregate principal stated amount equal to the stated principal amount of such Global Note or Notes representing such series, class or tranche or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuer pursuant to Sections 202 and 301 with respect to Notes issued or issuable in the form of a Global Note, the Depositary for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such series, class or tranche of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depositary. Thereupon the Issuer will execute, and the Trustee or its agent will authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Note or Notes of the same series, class or tranche of like tenor and terms and of any authorized denomination as requested by such Person in aggregate stated principal amount equal 33 to and in exchange for such Person's beneficial interest in the Global Note; and (b) to such Depositary a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the stated principal amount of the surrendered Global Note and the aggregate stated principal amount of Notes delivered to the Holders thereof. (iv) In any exchange provided for in any of the preceding three paragraphs, the Issuer will execute and the Trustee or its agent will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire stated principal amount of a Global Note for individual Notes, such Global Note will be canceled by the Trustee or its agent. Except as provided in the preceding paragraph, Notes issued in exchange for a Global Note pursuant to this Section will be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Trustee or the Note Registrar. The Trustee or the Note Registrar will deliver such Notes to the Persons in whose names such Notes are so registered. ARTICLE III The Notes SECTION 301. General Title; General Limitations; Issuable in Series; Terms of Particular Series, Class or Tranches. (a) The aggregate stated principal amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited. (b) The Notes may be issued in one or more series, classes or tranches up to an aggregate stated principal amount of Notes as from time to time may be authorized by the Issuer. All Notes of each series, class or tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such series, class or tranche without preference, priority or distinction on account of the actual time of the authentication and delivery or Expected Principal Payment Date or Legal Maturity Date of the Notes of such series, class or tranche, except as specified in the applicable terms document for such series, class or tranche. (c) Each Note issued must be assigned to a group of Notes for purposes of allocations pursuant to Article V. On the date of this Indenture, a single group of Notes identified as 34 "Group 1" has been established for allocation purposes in Article V. Additional groups may be established from time to time pursuant to supplemental indentures. (d) Each Note issued must be part of a series, class and tranche of Notes for purposes of allocations pursuant to Article V. A series, class or tranche of Notes is created pursuant to an Issuer's Certificate or a supplemental indenture. (e) Each series of Notes may, but need not be, subdivided into multiple classes. This Indenture provides for up to three classes of Notes: Class A, Class B and Class C. As specified in Article V, Notes belonging to Class A in any series are entitled to specified payment priorities over Class B and Class C Notes in that series. Notes belonging to Class B in any series are entitled to specified payment priorities over Class C Notes in that series. Class C Notes have the benefit of the Class C Reserve Account. A supplement to this Indenture may provide for more or different classes of Notes. (f) Notes of a single series that belong to separate classes in that series belong to separate tranches on the basis of the difference in class membership. (g) Each class of Notes may consist of a single tranche or may be subdivided into multiple tranches. Notes of a single class of a series will belong to different tranches if they have different terms and conditions. With respect to any class of Notes, Notes which have identical terms, conditions and tranche designation will be deemed to be part of a single tranche. (h) Each series, class or tranche of Notes will be created either by or pursuant to an Issuer's Certificate or by or pursuant to a supplemental indenture. The Notes of each such series, class or tranche may be payable at such place or places, have such Expected Principal Payment Date or Dates or Legal Maturity Date or Dates, be issuable at such premium over or discount from their face value, bear interest at such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Notes registered as such on such Record Dates, or may bear no interest, and have such terms, all as will be provided for in or pursuant to the applicable terms document. There may also be established in or pursuant to an Issuer's Certificate or a supplemental indenture before the issuance of Notes of each such series, class or tranche, provision for: (i) the series designation and, if such series will be part of a group of series for 35 purposes of reallocations of Principal Collections and/or Finance Charge Collections payments, the manner and extent to which each series in the group will be subject to reallocations; (ii) the stated principal amount of the Notes and whether they are Class A Notes, Class B Notes or Class C Notes or a tranche of any of these classes; (iii) the Required Subordinated Amount (if any) for such class or tranche of Notes; (iv) the currency or currencies in which the Notes of such series, class or tranche will be denominated and in which payments of principal of, and interest on, such Notes will or may be payable; (v) if the principal of or interest, if any, on the Notes of such series, class or tranche are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (vi) if the amount of payments of principal of or interest, if any, on the Notes of such series, class or tranche may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the price of one or more other securities or groups or indexes of securities or (C) changes in the prices of one or more commodities or groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined; (vii) the price at which the Notes will be issued; (viii) the Expected Principal Payment Date and Legal Maturity Date of the Notes; (ix) the times at which the Notes may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions; 36 (x) the rate per annum at which such Notes will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue; (xi) the Interest Payment Dates for such Notes; (xii) if such Notes are to be Discount Notes or foreign currency Notes, the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Notes; (xiii) whether or not application will be made to list such Notes on any securities exchange; (xiv) any Event of Default or Early Redemption Event with respect to the Notes of such series, class or tranche, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Redemption Events set forth herein that will be applicable to the Notes of such series, class or tranche (including a provision making any Event of Default or Early Redemption Event set forth herein inapplicable to the Notes of that series, class or tranche); (xv) the appointment by the Trustee of an Authenticating Agent in one or more places other than the location of the office of the Trustee with power to act on behalf of the Trustee and subject to its direction in the authentication and delivery of the Notes of any one or more series, classes or tranche in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable terms document creating such series, classes or tranche; (xvi) if the Notes of the series, class or tranche will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depositary for such Global Note or Global Notes (if other than the Depositary specified in Section 101); (xvii) the subordination of the Notes of such series, class or tranche to any other indebtedness of the Issuer, including without limitation, the Notes of any other class, 37 series, class or tranche; (xviii) if the Notes of such series, class or tranche are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement; (xix) the Record Date for any Payment Date of the Notes of such series, class or tranche, if different from the last day of the month before the related Payment Date; (xx) the Controlled Amortization Amount (if any) of such class or tranche; (xxi) any other terms of the series, which will not be inconsistent with the provisions of this Indenture; and (xxii) whether or not the Nominal Liquidation Amount of such series, class or tranche belongs to the portion of the Collateral Certificate constituting an Excluded Series under the Series [ ] Supplement; all upon such terms as may be determined in or pursuant to an Issuer's Certificate or in or pursuant to a supplemental indenture with respect to such series, class or tranche. (i) The form of the Notes of each series, class or tranche will be established pursuant to the provisions of this Indenture in or pursuant to the Issuer's Certificate or in or pursuant to the supplemental indenture creating such series, class or tranche. The Notes of each series, class or tranche will be distinguished from the Notes of each other series, class or tranche in such manner, reasonably satisfactory to the Trustee, as the Issuer may determine. (j) Unless otherwise provided with respect to Notes of a particular series, class or tranche, the Notes of any series, class or tranche will be issued in registered form, without coupons. (k) Any terms or provisions in respect of the Notes of any series, class or tranche issued under this Indenture may be determined pursuant to this Section if the applicable terms document provides for the method by which such terms or provisions will be determined. SECTION 302. Denominations. The Notes of each tranche will be issuable in such 38 denominations and currency as will be provided in the provisions of this Indenture or in or pursuant to the applicable terms document. In the absence of any such provisions with respect to the Notes of any tranche, the Notes of that tranche will be issued in denominations of $1,000 and multiples thereof. SECTION 303. Execution, Authentication and Delivery and Dating. (a) The Notes will be executed on behalf of the Issuer by an authorized officer of the Managing Beneficiary or the Issuer Trustee. The signature of any officer of the Managing Beneficiary or the Issuer Trustee on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signatures of individuals who were at any time the authorized officers of the Managing Beneficiary or the Issuer Trustee will bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication; and the Trustee will, upon Issuer Order, authenticate and deliver such Notes as in this Indenture provided and not otherwise. (d) Before any such authentication and delivery, the Trustee will be entitled to receive, in addition to any Issuer's Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, and the Issuer's Certificate and any other opinion or certificate relating to the issuance of the tranche of Notes required to be furnished pursuant to Section 202 or Section 311. (e) The Trustee will not be required to authenticate such Notes if the issue thereof will adversely affect the Trustee's own rights, duties or immunities under the Notes and this Indenture. (f) Unless otherwise provided in the form of Note for any tranche, all Notes will be dated the date of their authentication. (g) No Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in 39 the form provided for herein executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. SECTION 304. Temporary Notes. (a) Pending the preparation of definitive Notes of any tranche, the Issuer may execute, and, upon receipt of the documents required by Section 303, together with an Issuer Order, the Trustee will authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Issuer may determine, as evidenced by the Issuer's execution of such Notes. (b) If temporary Notes of any tranche are issued, the Issuer will cause definitive Notes of such tranche to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes of such tranche will be exchangeable for definitive Notes of such tranche upon surrender of the temporary Notes of such tranche at the office or agency of the Issuer in a Place of Payment, without charge to the Holder; and upon surrender for cancelation of any one or more temporary Notes the Issuer will execute and the Trustee will authenticate and deliver in exchange therefor a like stated principal amount of definitive Notes of such tranche of authorized denominations and of like tenor and terms. Until so exchanged the temporary Notes of such tranche will in all respects be entitled to the same benefits under this Indenture as definitive Notes of such tranche. SECTION 305. Registration, Transfer and Exchange. (a) The Issuer will keep or cause to be kept a register (herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Notes, or of Notes of a particular tranche, and for transfers of Notes or of Notes of such tranche. Any such register will be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers will be available for inspection by the Trustee at the office or agency to be maintained by the Issuer as provided in Section 1102. (b) Subject to Section 204, upon surrender for transfer of any Note of any tranche at the office or agency of the Issuer in a Place of Payment, the Issuer will execute, and the Trustee will authenticate and deliver, in the name of the designated transferee or transferees, one or more 40 new Notes of such tranche of any authorized denominations, of a like aggregate stated principal amount, Expected Principal Payment Date and Legal Maturity Date and of like tenor and terms. (c) Subject to Section 204, at the option of the Holder, Notes of any tranche may be exchanged for other Notes of such tranche of any authorized denominations, of a like aggregate stated principal amount, Expected Principal Payment Date and Legal Maturity Date and of like tenor and terms, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer will execute, and the Trustee will authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive. (d) All Notes issued upon any transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. (e) Every Note presented or surrendered for transfer or exchange will (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. (f) Unless otherwise provided in the Note to be transferred or exchanged, no service charge will be made on any Noteholder for any transfer or exchange of Notes, but the Issuer may (unless otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 1006 not involving any transfer. (g) None of the Issuer, the Trustee, any agent of the Trustee, any Paying Agent or the Note Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (h) The Issuer initially appoints Citibank, N.A., to act as Note Registrar for the Notes on its behalf. The Issuer may at any time and from time to time authorize any Person to act as Note Registrar in place of the Trustee with respect to any tranche of Notes issued under this Indenture. 41 SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Note has been acquired by a bona fide purchaser, the Issuer will execute and upon its request the Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor, series, class or tranche, Expected Principal Payment Date, Legal Maturity Date and stated principal amount, bearing a number not contemporaneously Outstanding. (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note. (c) Upon the issuance of any new Note under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. (d) Every new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note will be at any time enforceable by anyone, and will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same series, class or tranche duly issued hereunder. (e) The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. SECTION 307. Payment of Interest; Interest Rights Preserved. (a) Unless otherwise provided with respect to such Note pursuant to Section 301, interest payable on any Note will be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the most recent Record Date. 42 (b) Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note will carry the rights to interest accrued or accreted and unpaid, and to accrue or accrete, which were carried by such other Note. SECTION 308. Persons Deemed Owners. The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name any Note is registered in the Note Register as the owner of such Note for the purpose of receiving payment of principal of and (subject to Section 307) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee will be affected by notice to the contrary. SECTION 309. Cancelation. All Notes surrendered for payment, redemption, transfer, conversion or exchange will, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already canceled, will be promptly canceled by it. The Issuer may at any time deliver to the Trustee for cancelation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered will be promptly canceled by the Trustee. No Note will be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. The Trustee will dispose of all canceled Notes in accordance with its customary procedures and will deliver a certificate of such disposition to the Issuer. SECTION 310. Computation of Interest. Unless otherwise provided as contemplated in Section 301, (a) interest on the Notes computed at a fixed rate will be calculated on the basis of a 360-day year of twelve 30-day months and (b) interest on Notes computed on the basis of a floating or periodic rate will be calculated on the basis of a 360-day year for the actual number of days elapsed. SECTION 311. New Issuances of Notes. (a) The Issuer may issue new series of Notes, so long as the following conditions precedent are satisfied: (i) on or before the fourth Business Day before the date that the new issuance is to occur, the Issuer gives the Trustee and the Rating Agencies written notice of the issuance; 43 (ii) the Issuer will have delivered to the Trustee an Issuer's Certificate to the effect that (A) the Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Notes; (B) all instruments furnished to the Trustee conform to the requirements of the Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; (D) all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, all representations and warranties in the Trust Agreement with respect to the execution and delivery by the Issuer of such Notes have been complied with, the Issuer has the corporate power to issue such Notes and such Notes have been duly authorized and delivered by the Issuer and, assuming due authentication and delivery by the Trustee, constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Notes, if any, of such series, class or tranche Outstanding, subject to the terms of this Indenture and each terms document; (E) if the authentication and delivery relates to a new series, class or tranche of Notes created by a supplemental indenture, also stating that all laws and requirements with respect to the form and execution by the Issuer of the supplemental indenture with respect to that series, class or tranche of Notes have been complied with, the Issuer has corporate power to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity); and (F) such other matters as the Trustee may reasonably request; (iii) the Issuer will have delivered to the Trustee and the Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance; and 44 (iv) as of the date of the new issuance and after giving effect to the new issuance, the weighted average rate of interest accruing (or accreting) and payable by the Issuer with respect to all classes of Notes (after giving effect to all Performing Derivative Agreements) will not be greater than ____% per annum; (v) at the time of the new issuance, the Notes of the new issuance will be rated no lower than the following ratings categories by at least one nationally recognized Rating Agency: Note Rating ------------------------ ---------------------- Class A AAA/Aaa Class B A/A Class C BBB/Baa (vi) no Amortization Event as defined in the Pooling and Servicing Agreement will have occurred and be continuing as of the date of the new issuance; (vii) in the case of a new issuance of a class of foreign currency Notes or floating rate Notes with an interest rate based on an index other than the London interbank offered rate or the rate, the Issuer shall have obtained confirmation from the applicable Rating Agencies that such new issuance will not have a Ratings Effect on any Outstanding Notes; (viii) the Invested Amount of the Collateral Certificate will be increased by an amount equal to the Initial Dollar Principal Amount of the Notes issued in the new issuance; (ix) in the case of foreign currency Notes, the Issuer will have appointed a one or more Paying Agents in the appropriate countries; (x) the conditions specified in Sections 312 and 313, as applicable, are satisfied; (xi) the Issuer will have notified the Master Trust to what extent the Nominal Liquidation Amount of the new issuance will constitute an Excluded Series under the Series [ ] Supplement; and 45 (xii) any other conditions specified in the applicable terms document; provided, however, in the case of the conditions provided in clauses (iv), (v) and (viii), such condition needs not be satisfied if the Issuer has obtained written notification from each applicable Rating Agency that there will be no Ratings Effect with respect to any Outstanding tranche of Notes as a result of the issuance of the applicable tranche of Notes. (b) The Issuer may issue new classes or tranches of Notes of currently Outstanding Multiple Issuance Series, so long as the following conditions precedent are satisfied: (i) on or before the fourth Business Day before the date that the new issuance is to occur, the Issuer gives the Trustee and the Rating Agencies notice of the new issuance; (ii) the Issuer delivers to the Trustee and the Rating Agencies an Issuer's Certificate to the effect that the new issuance will not at the time of its issuance or at a future date cause an Adverse Effect; (iii) if the Initial Dollar Principal Amount of the newly-issued tranche of Notes equals or exceeds $250,000,000, or a condition is not satisfied pursuant to the proviso of this clause, the Issuer will have delivered to the Trustee and the Rating Agencies an Issuer Tax Opinion, a Master Trust Tax Opinion; (iv) as of the date of the new issuance and after giving effect to the new issuance, the weighted average rate of interest accruing (or accreting) and payable by the Issuer with respect to all classes of Notes (after giving effect to all Performing Derivative Agreements) will not be greater than ____% per annum; (v) at the time of the new issuance, the Notes of the new issuance will be rated no lower than the following ratings categories by at least of one nationally recognized Rating Agency: 46 Note Rating -------------------- ----------------- Class A AAA Class B A Class C BBB (vi) no Amortization Event as defined in the Pooling and Servicing Agreement will have occurred and be continuing as of the date of the new issuance; (vii) in the case of a new issuance of a class of foreign currency Notes or floating rate Notes with an interest rate based on an index other than the London interbank offered rate or the [ ] rate, the Issuer shall have obtained confirmation from the applicable Rating Agencies that such new issuance will not have a Ratings Effect on any outstanding Notes; (viii) the Invested Amount of the Collateral Certificate will be increased by an amount equal to the Initial Dollar Principal Amount of the Notes issued in the new issuance; (ix) in the case of foreign currency Notes, the Issuer will have appointed a one or more Paying Agents in the appropriate countries; (x) the conditions specified in Sections 312 and 313, as applicable, are satisfied; (xi) the Issuer will have notified the Master Trust to what extent the Nominal Liquidation Amount of the new issuance will constitute an Excluded Series under the Series [ ] Supplement; and (xii) any other conditions specified in the applicable terms document; provided, however, in the case of the conditions provided in clauses (iv), (v) and (viii), such condition needs not be satisfied if the Issuer has obtained written notification from each applicable Rating Agency that there will be no Ratings Effect with respect to any Outstanding tranche of Notes as a result of the issuance of the applicable tranche of Notes. 47 (c) The Issuer and the Trustee are not required to obtain the consent of any Noteholder of any Outstanding series, class or tranche to issue any additional Notes of any series, class or tranche. SECTION 312. Specification of Required Subordinated Amount and other Terms with Respect to each Tranche. (a) The applicable terms document for each tranche of Class A Notes will specify a Required Subordinated Amount of Class B Notes and Class C Notes, and the applicable terms document for each tranche of Class B Notes will specify a Required Subordinated Amount of Class C Notes. For senior classes of Discount Notes, the applicable terms document will specify the Required Subordinated Amount that must be maintained while such Discount Notes are outstanding. (b) With respect to senior classes of non Discount Notes of a multiple issuance series, the Class A Required Subordinated Amount on its issuance date of Class B Notes will be an amount equal to __% of the Initial Dollar Principal Amount of that tranche of Class A Notes, and the Class A Required Subordinated Amount on its issuance date of Class C Notes will be an amount equal to __% of the Initial Dollar Principal Amount of that tranche of Class A Notes. The Class B Required Subordinated Amount on its issuance date of Class C Notes will be an amount equal to __% of the Initial Dollar Principal Amount of that tranche of Class B Notes. With respect to senior classes of Discount Notes, the Required Subordinated Amount will be stated in the applicable terms document. (c) The Issuer may change these percentage amounts at any time without the consent of any Noteholders so long as the Issuer has received confirmation from the Rating Agencies that have rated any Outstanding Notes of that series that the change in the Required Subordinated Amount will not result in a Ratings Effect with respect to any Outstanding Notes in that series. SECTION 313. Required Subordinated Amount Conditions to Issuance of a Tranche of a Senior Class of a Multiple Issuance Series. (a) Class A Required Subordinated Amount of Class B Notes. On the issuance date of a tranche of Class A Notes of a Multiple Issuance Series, immediately after giving effect to such issuance, the available subordinated amount of Class B Notes of that series must be at least equal to the Class A Required Subordinated Amount of Class B Notes for that series. For purposes of this clause, the available subordinated amount of Class B Notes of a series as of any date means: 48 (i) the aggregate Nominal Liquidation Amount of all Outstanding tranches of Class B Notes on that date after giving effect to any issuances or repayments of tranches of Class B Notes to be made on such day), minus (ii) the aggregate amount of the Class A Required Subordinated Amount of Class B Notes for all other tranches of Class A Notes of that series which are Outstanding on that date after giving effect to any issuances or repayments in full of any tranches of Class A Notes to be made on that day, plus (iii) the aggregate amount of all reductions relating to reallocations pursuant to Section 502(a) and allocations of Investor Charge-Offs in the Nominal Liquidation Amount of all tranches of Class B Notes that will be outstanding immediately after giving effect to such issuance, but only for such reductions which have occurred since the earliest issuance date of a tranche of Class A Notes that will be Outstanding after giving effect to such issuance. (b) Class A Required Subordinated Amount of Class C Notes. On the issuance date of a tranche of Class A Notes of a Multiple Issuance Series, immediately after giving effect to such issuance, the available subordinated amount of Class C Notes of that series must be at least equal to the Class A Required Subordinated Amount of Class C Notes for that series. For purposes of this clause, the available subordinated amount of Class C Notes of a series as of any date means: (i) the aggregate Nominal Liquidation Amount of all Outstanding tranches of Class C Notes on that date after giving effect to any issuances or repayments of tranches of Class C Notes to be made on such day), minus (ii) the aggregate amount of the Class A Required Subordinated Amount of Class C Notes for all other tranches of Class A Notes of that series which are Outstanding on that date after giving effect to any issuances or repayments in full of any tranches of 49 Class A Notes to be made on that day, plus (iii) the aggregate amount of all reductions relating to reallocations pursuant to Section 502(a) and allocations of Investor Charge-Offs in the Nominal Liquidation Amount of all tranches of Class C Notes that will be outstanding immediately after giving effect to such issuance, but only for such reductions which have occurred since the earliest issuance date of a tranche of Class A Notes that will be Outstanding after giving effect to such issuance. (c) Class B Required Subordinated Amount of Class C Notes. On the issuance date of a tranche of Class B Notes of a Multiple Issuance Series, immediately after giving effect to such issuance, the available subordinated amount of Class C Notes of that series must be at least equal to the Class B Required Subordinated Amount of Class C Notes for that series. For purposes of this clause, the available subordinated amount of Class C Notes of a series as of any date means: (i) the aggregate Nominal Liquidation Amount of all Outstanding tranches of Class C Notes on that date after giving effect to any issuances or repayments of tranches of Class C Notes to be made on such day), minus (ii) the aggregate amount of the Class B Required Subordinated Amount of Class C Notes for all other tranches of Class B Notes of that series which are Outstanding on that date after giving effect to any issuances or repayments in full of any tranches of Class B Notes to be made on that day, plus (iii) the aggregate amount of all reductions relating to reallocations pursuant to Section 502(a) and allocations of Investor Charge-Offs in the Nominal Liquidation Amount of all tranches of Class C Notes that will be Outstanding immediately after giving effect to such issuance, but only for such reductions which have occurred since the earliest issuance date of a tranche of Class B Notes that will be Outstanding after giving 50 effect to such issuance. ARTICLE IV Accounts and Investments SECTION 401. Collections. Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and will receive and collect, directly and without intervention or assistance from any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trustee pursuant to this Indenture including, without limitation, all funds and other property payable to the Trustee pursuant to the Collateral (collectively, the "Collections"). The Trustee will hold all such money and property received by it as part of the Collateral and will apply it as provided in this Indenture. SECTION 402. Accounts. (a) Accounts; Deposits to and Distributions from Accounts. On or before the Effective Date, the Issuer will open and will thereafter cause to be maintained, at an Eligible Institution (initially Citibank, N.A.), one or more segregated deposit accounts (collectively, the "Collection Account"). Subject to Section 403(b), and except as provided in Sections 404, 504, 511, 522 and 708, the Issuer will require that all Collections be deposited into the Collection Account. On or before the Effective Date, the Trustee will cause to be established and maintained at an Eligible Institution (initially Citibank, N.A.), three segregated trust accounts denominated as follows: the "Interest Funding Account", the "Principal Funding Account" and the "Class C Reserve Account", and from time to time in connection with the issuance of a series, class or tranche of Notes, the Trustee may establish one or more segregated trust accounts denominated as "Supplemental Accounts". If, at any time, either the Collection Account, Interest Funding Account, Principal Funding Account or Class C Reserve Account ceases to be an Eligible Deposit Account, the Issuer will 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 Collection Account, Interest Funding Account, Principal Funding Account or Class C Reserve Account, as the case may be, which is an Eligible Deposit Account, transfer any cash and/or investments to such new Collection Account, Interest Funding Account, Principal Funding Account or Class C Reserve Account and from the date such new Interest Funding Account, Principal Funding Account or Class C 51 Reserve Account is established, it will be the "Collection Account", "Interest Funding Account", "Principal Funding Account" or "Class C Reserve Account", as the case may be. Each tranche of Notes will have its own sub-Account within the Interest Funding Account and the Principal Funding Account. Each tranche of Class C Notes will have its own sub-Account within the Class C Reserve Account. Supplemental Accounts will be created as specified in the applicable terms document. The Interest Funding Account, the Principal Funding Account and the Class C Reserve Account and the Supplemental Accounts will receive deposits pursuant to Article V. Any Supplemental Account will receive deposits as set forth in a supplemental indenture amending Article V. (b) All payments to be made from time to time by the Trustee to Noteholders out of funds in the Accounts pursuant to this Indenture will be made by the Trustee to the Paying Agent not later than 12:00 noon on the applicable Payment Date but only to the extent of available funds in the applicable sub-Account or as otherwise provided in Article V. SECTION 403. Investment of Funds in the Accounts. (a) The funds on deposit in the Accounts will be invested and reinvested by the Trustee at the direction of the Issuer in one or more Eligible Investments. The Issuer may authorize the Trustee to make specific investments pursuant to written, telegraphic or telephonic (subsequently confirmed in writing) instructions, in such amounts as the Issuer will specify. Notwithstanding the foregoing, funds held by the Trustee in any of the Accounts will be invested in Eligible Investments that will mature in each case no later than the date on which such funds in the Accounts are scheduled to be transferred or distributed by the Trustee pursuant to this Indenture (or as much earlier as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date). (b) All funds deposited from time to time in Accounts pursuant to this Indenture and all investments made with such funds will be held by the Trustee in the Accounts as part of the Collateral as herein provided, subject to withdrawal by the Trustee for the purposes set forth herein. The Issuer will not direct the Trustee to make any investment of any funds or to sell any investment held in the Accounts unless the security interest granted and perfected in such Accounts will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by the Issuer or the Trustee. (c) Funds and other property in any of the Accounts will not be commingled with any other funds or property of the Issuer. Notwithstanding the foregoing, the Trustee may hold any funds or other property received or held by it as part of the Accounts in collecting accounts 52 maintained by it in the normal course of its business and containing funds held by it for other Persons (which may include the Issuer or an Affiliate thereof), provided that such accounts are under the sole control of the Trustee and the Trustee maintains adequate records indicating the ownership of all such funds or property and the portions thereof held for credit to the applicable Accounts. (d) The Issuer will not direct the Trustee to make any investment of any funds in any of the Accounts or to sell any investment held in such Accounts except under the following terms and conditions: (i) each such investment will be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee under its complete and exclusive dominion and control (or, if, as indicated by an Opinion of Counsel delivered to the Trustee, applicable law provides for perfection of pledges of an instrument not evidenced by a certificate or other instrument through registration of such pledge on books maintained by or on behalf of the issuer of such investment, such pledge may be so registered); (ii) the Trustee will have sole control over such investment, the income thereon and the proceeds thereof; (iii) other than the investments described in clause (i), any certificate or other instrument evidencing such investment will be delivered directly to the Trustee or its agent; and (iv) the proceeds of each sale of such an investment will be remitted by the purchaser thereof directly to the Trustee for deposit in the Account in which such investment was held. (e) All income or other gain from investments of funds on deposit in the Accounts (other than the Principal Funding Account) will be treated as Finance Charge Collections pursuant to Section 501. Any loss resulting from such investments will be charged to the sub- Accounts pro rata based on the amount on deposit in such sub-Account. 53 The Issuer may use weighted averaging or any other reasonable method for allocating losses among such sub-Accounts. Subject to Section 801(c), the Trustee will not in any way be held liable by reason of any insufficiency in such sub-Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee's failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. (f) All income or other gain from investments of funds on deposit in the Principal Funding Account will be applied as set forth in Section 506. (g) Funds on deposit in the Accounts will be invested and reinvested by the Trustee to the fullest extent practicable, in such manner as the Trustee will from time to time determine, but only in one or more Eligible Investments, upon the occurrence of any of the following events: (i) the Issuer will have failed to give investment directions to the Trustee; or (ii) an Event of Default will have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 702. SECTION 404. Excess Funds in the Interest Funding sub-Accounts or Principal Funding sub-Accounts. (a) With respect to any Due Period, if the Issuer determines that the amount on deposit in any Interest Funding sub-Account (after giving effect to all deposits and withdrawals to be made on with respect to such Due Period) is greater than the amount targeted to be on deposit in such Interest Funding sub-Account with respect to such Due Period (subject to Section 507(e)), such excess will be withdrawn from such sub-Account and applied as Finance Charge Collections pursuant to Section 501. (b) With respect to any Due Period, if the Issuer determines that the amount on deposit in any Principal Funding sub-Account (after giving effect to all deposits and withdrawals to be made on with respect to such Due Period) is greater than the Outstanding Dollar Principal Amount of the applicable tranche less the amount of all unreimbursed reductions to the Nominal Liquidation Amount made pursuant to clauses (v) and (vi) of the definition of Nominal Liquidation Amount, such excess will be withdrawn from such sub-Account and paid to the Issuer. 54 ARTICLE V Allocations, Deposits and Payments SECTION 501. Allocations of Finance Charge Collections. With respect to each Due Period, the Trustee will allocate (i) Finance Charge Collections received pursuant to Section 4.02(a)(iii) of the Series [ ]-00 Supplement, (ii) net earnings and other gain on amounts on deposit in the Accounts (other than the Principal Funding Account) received pursuant to Section 403(e) and Section 404, as follows: (a) first, to pay accrued and unpaid fees and expenses of, and other amounts due to, the Trustee pursuant to Section 807; (b) second, to make the targeted deposits to the Interest Funding Account pursuant to Section 503; (c) third, to make the targeted deposit to the Class C Reserve Account, if any, pursuant to Section 517; (d) fourth, to the Issuer, to make the targeted increase in the Invested Amount of the Collateral Certificate, if any, pursuant to Sections 519(c); and (e) fifth, to the Issuer. SECTION 502. Allocations of Principal Collections. With respect to each Due Period, the Trustee will allocate Principal Collections received from the Collateral Certificate as follows: (a) first, subject to the limitations set forth in Sections 512, 513, 514, 515 and 516, in an amount to make any payment or deposit targeted pursuant to Section 501(a) or (b) that was not made from Finance Charge Collections (except that no reallocation of Principal Collections which would result in the reduction of the Nominal Liquidation Amount of any class of Notes will be used for a deposit into the Interest Funding Account that will be used (i) to pay interest on any Note of that class or a subordinated class, (ii) to make a payment on a Derivative Agreement entered into with respect to 55 interest on any Note of that class or a subordinated class, or (iii) to fund an increase in the Invested Amount of the Collateral Certificate required by the accretion of interest on a Discount Note of that class or a subordinated class); (b) second, to make the targeted deposits to the Principal Funding Account pursuant to Section 508; and (c) third, to the Issuer, to maintain the Invested Amount of the Collateral Certificate in an amount equal to the aggregate amount of the Nominal Liquidation Amount of all tranches of Notes. SECTION 503. Targeted Deposits of Furnace Charge Collections and Principal Collections to the Interest Funding Account. The allocation of Finance Charge Collections pursuant to Section 501 and reallocation of Principal Collections pursuant to Section 502(a) targeted to be made with respect to each Due Period is an amount equal to the sum of the following amounts. A single tranche of Notes may be entitled to more than one of the following deposits in any month. (a) Specified Deposits. If the terms document for a tranche of Notes specifies a deposit to be made in lieu of the deposits described in this Section, the deposit targeted for that tranche of Notes with respect to each Due Period is the specified amount. Subject to Section 521, these deposits will be made on the dates specified in the applicable Note. (b) Monthly Interest Payments not Covered by a Derivative Agreement. If a tranche of Notes provides for monthly interest payments that are not covered by a Derivative Agreement, the deposit targeted for that tranche of Notes with respect to each Due Period is equal to the total amount of interest on the Adjusted Outstanding Dollar Principal Amount of that tranche of Notes which will be due and unpaid on the Interest Payment Date next following the end of that Due Period, including shortfalls in any targeted deposit amount determined on the same basis for that tranche of Notes from earlier Interest Payment Dates, if any. Subject to Section 521, these deposits will be made on the Interest Payment Date for the applicable tranche. (c) Periodic Interest Payments not Covered by a Derivative Agreement. If a tranche of Notes provides for quarterly, semi-annual, annual or other periodic payments 56 of interest (but less frequently than monthly), and that interest is not covered by a Derivative Agreement, the deposit targeted for that tranche of Notes with respect to each Due Period will be equal to the amount of interest accrued on the Adjusted Outstanding Dollar Principal Amount of that tranche of Notes during the period from the prior Monthly Interest Date (or the date of issuance of such tranche for the determination with respect to the first Monthly Interest Date) to the first Monthly Interest Date after the end of such Due Period plus any targeted deposits which were to have been made with respect to prior Interest Deposit Dates but were not made. Subject to SECTION 521, these deposits will be made on each Monthly Interest Date for the applicable tranche. (d) Notes with a Performing Derivative Agreement. (i) If a tranche of Dollar Notes or foreign currency Notes which has a Performing Derivative Agreement for interest provides for monthly payments to the applicable Derivative Counterparty, the deposit targeted for that tranche of Notes with respect to each Due Period is equal to the amount required to be paid to the applicable Derivative Counterparty on the next payment date following the end of that Due Period, plus any shortfalls in any targeted deposit amount determined on the same basis for that tranche of Notes from earlier Due Periods, if any. Subject to Section 521, these deposits will be made on the payment date specified in the applicable Derivative Agreement. (ii) If a tranche of Dollar Notes or foreign currency Notes which has a Performing Derivative Agreement for interest provides for payments less frequently than monthly to the applicable Derivative Counterparty, the deposit targeted for that tranche of Notes with respect to each Due Period is equal to the amount required to be paid to the Derivative Counterparty on the payment date next following the end of that Due Period, divided by the number of months in the period between payment dates, plus shortfalls in any targeted deposit amount determined on the same basis for that tranche of Notes from earlier Due Periods, if any. Subject to Section 521, these deposits will be made on the payment date specified in the applicable Derivative Agreement in the month in which payment is scheduled to be made to the Derivative Counterparty, and on the Monthly Interest Date in each other month. (e) Dollar Notes and non-Performing Derivative Agreements. If a tranche of Dollar Notes has a non-Performing Derivative Agreement for interest, then the calculation of the targeted deposit to the applicable Interest Funding sub-Account is made using to the stated interest rate, amount of interest and frequency of interest 57 payments for the applicable tranche of Notes. Subject to Section 521, these deposits will be made on each Monthly Interest Date for the applicable tranche. (f) Foreign Currency Notes and non-Performing Derivative Agreements. If a tranche of foreign currency Notes has a non-Performing Derivative Agreement for interest, then the calculation of the deposit targeted is made with reference to the amount of Dollars that would have been payable to the applicable Derivative Counterparty under the Derivative Agreement during that period if such Derivative Agreement were Performing. Subject to Section 521, these deposits will be made on each Monthly Interest Date for the applicable tranche. (g) Discount Notes. In the case of a tranche of Discount Notes, the deposit targeted for that tranche of Notes with respect to any Due Period is equal to the amount of accretion of principal of such tranche of Notes from the prior Monthly Principal Date (or in the case of the first Monthly Principal Date, from the date of issuance of such tranche) to the first Monthly Principal Date after the end of such Due Period. Subject to Section 521, these deposits will be made on each Monthly Principal Date. SECTION 504. Payments Received from Derivative Counterparties for Interest; Other Deposits to the Interest Funding Account. The following deposits and payments will be made to the Interest Funding Account on the following dates: (a) Payments Received From Derivative Counterparties for Interest. Payments received under Derivative Agreements for interest in Dollars will be deposited into the applicable Interest Funding sub-Account. Payments received under Derivative Agreements for interest in foreign currencies will be made directly to the applicable Paying Agent for payment to the Holders of the applicable tranche of Notes, or as otherwise specified in the applicable Derivative Agreement. (b) Principal Funding Account Earnings. Amounts received pursuant to Section 506(d) for any tranche of Notes will be deposited into the applicable Interest Funding sub-Account on each Monthly Interest Date. (c) Class C Reserve Account. Withdrawals made from any Class C Reserve sub- Account pursuant to Section 518(a) will be deposited into the applicable Interest 58 Funding sub-Account on the date specified in Section 518(a). SECTION 505. Allocation of Deposits to Interest Funding sub-Accounts. The aggregate amount of the deposits to be made to the Interest Funding Account pursuant to Section 503 for each Due Period will be allocated, and a portion deposited into the Interest Funding sub- Account for each tranche of Notes, as follows: (a) Available Amounts Equal to Targeted Amounts. If the amount of funds available for a Due Period pursuant to Section 501 (including reallocations of Principal Collections pursuant to Section 502(a)) is at least equal to the aggregate amount of the deposits and payments targeted by Section 503, then the full amount of each such deposit and payment will be made. (b) Available Amounts are Less than Targeted Amounts. (i) If the amount of funds available for a Due Period pursuant to Section 501 (including reallocations of Principal Collections pursuant to SECTION 502(a)) is less than the aggregate amount of the deposits and payments targeted by Section 503, then the amount available will be allocated to each tranche of Notes pro rata based on the ratio of the Adjusted Outstanding Dollar Principal Amount of that tranche to the aggregate Adjusted Outstanding Dollar Principal Amount of all tranches to receive deposits. (ii) For all series identified as belonging to "Group 1", the amounts allocated to those series pursuant to clause (b) (i) will be reaggregated into a single pool, and reallocated to each targeted deposit pro rata based on the amount of the targeted deposits to the applicable Interest Funding sub-Account pursuant to Section 503. (iii) For all series identified as belonging to another group, the reallocation of amounts allocated pursuant to clause (b)(i) will be based on a rule for that group set forth in a supplement to this Indenture. (c) Other Funds not Reallocated. Funds deposited into any Interest Funding sub- Account pursuant to Sections 504 and 506 and funds on deposit from prior Due Periods will not be reallocated to any other Interest Funding sub-Account. SECTION 506. Deposit of Principal Funding sub-Account Earnings in Interest 59 Funding sub-Accounts; Principal Funding sub-Account Earnings Shortfall; Payments Received from Derivative Counterparties for Interest. (a) The Issuer will notify the Master Trust from time to time of the aggregate amount on deposit in the Principal Funding Account. (b) From time to time after the end of each Due Period, the Issuer will calculate the Principal Funding sub-Account Earnings Target, the Principal Funding sub-Account Earnings, and the Principal Funding sub-Account Earnings Shortfall (if any) for the Principal Funding sub- Account for the each tranche of Notes for the period from the previous Interest Deposit Date (or with respect to the first Interest Deposit Date with respect to such tranche, the date of issuance of such tranche) to the first Interest Deposit Date after the end of such Due Period (for purposes of this Section, a "monthly period"). (c) If there is any Principal Funding sub-Account Earnings Shortfall for any Principal Funding sub-Account for such monthly period, or any unpaid Principal Funding sub-Account Earnings Shortfall for any Principal Funding sub-Account from any earlier monthly period, the Issuer will notify the Master Trust pursuant to Section 5.04 of the Series [ ]-00 Supplement of such amount. (d) On each Monthly Interest Date, the Issuer will deposit into each applicable Interest Funding sub-Account the following amounts: (i) the Principal Funding sub-Account Earnings for the related Principal Funding sub-Account for such monthly period, and (ii) the amount received by the Issuer pursuant to SECTION 5.04 of the Series [ ]-00 Supplement with respect to such Principal Funding sub-Account, if any. If the amount of Principal Funding sub-Account Earnings for any tranche of Notes for any Due Period is greater than the Principal Funding sub-Account Earnings Target for such Due Period, the amount of the excess will be paid to the Issuer. (e) Net payments received under Derivative Agreements for interest on a tranche of Notes payable in Dollars will be deposited into the applicable Interest Funding sub-Account on the date of receipt by the Issuer. Net payments received under Derivative 60 Agreements for interest on foreign currency Notes will be made directly to the applicable Paying Agent for payment to the Holders of applicable tranche of Notes, or as otherwise specified in the applicable Derivative Agreement. SECTION 507. Withdrawals from Interest Funding Account. Withdrawals made pursuant to this Section with respect to any tranche will be made from the Interest Funding sub- Account established for that tranche only after all allocations and reallocations have been made pursuant to Sections 503, 504, 505 and 506. A single tranche of Notes may be entitled to more than one of the following withdrawals in any month. (a) Withdrawals for Dollar Notes. On each applicable Interest Payment Date (or as much earlier as specified in the applicable terms document) with respect to each tranche of Dollar Notes, an amount equal to the lesser of (i) interest due on the applicable tranche of Notes on the applicable Interest Payment Date, and (ii) the amount on deposit in the applicable Interest Funding sub-Account will be withdrawn from such Interest Funding sub-Account and remitted to the applicable Paying Agent. (b) Withdrawals for Discount Notes. On each applicable Monthly Principal Date, with respect to each tranche of Discount Notes, an amount equal to the lesser of (i) the amount of the accretion of principal of such tranche of Notes from the prior Monthly Principal Date (or in the case of the first Monthly Principal Date, the date of issuance of such tranche) to the applicable Monthly Principal Date, and (ii) the amount on deposit in the applicable Interest Funding sub-Account will be withdrawn from such Interest Funding sub-Account and invested in the Collateral Certificate pursuant to Section 519(a). (c) Withdrawals for Notes with Performing Derivative Agreements for Interest. On each date on which a payment is required under the applicable Derivative Agreement (or as much earlier as specified in the applicable terms document) with respect to any tranche of Notes which has a Performing Derivative Agreement for interest, an amount equal to the lesser of (i) the amount of the payment to be made under the applicable Derivative Agreement, and (ii) the amount on deposit in the applicable Interest Funding sub-Account will be withdrawn from such Interest Funding sub-Account and paid to the applicable Derivative Counterparty. 61 (d) Withdrawals for Notes with non-Performing Derivative Agreements for Interest in Dollars. On each Interest Payment Date (or as much earlier as specified in the applicable terms document) with respect to a tranche of Dollar Notes that has a nonPerforming Derivative Agreement for interest an amount equal to the lesser of (i) the amount of interest payable on such Interest Payment Date, and (ii) the amount on deposit in the applicable Interest Funding sub-Account will be withdrawn from such Interest Funding sub-Account and remitted to the applicable Paying Agent. (e) Withdrawals for Notes with non-Performing Derivative Agreements for Foreign Currency Interest. On each Interest Payment Date with respect to a tranche of foreign currency Notes that has a non-Performing Derivative Agreement for interest (or as much earlier as specified in the applicable terms document), an amount equal to the lesser of (i) the amount of Dollars necessary to be converted at the applicable Spot Exchange Rate to pay the foreign currency interest due on such tranche of Notes on the applicable Interest Payment Date, and (ii) the amount on deposit in the applicable Interest Funding sub-Account will be withdrawn from such sub-Account and converted to the applicable foreign currency at the Spot Exchange Rate and remitted to the applicable Paying Agent. Any excess Dollar amount will be retained on deposit in the applicable Interest Funding sub-Account to be applied to make interest payments on later Interest Payment Dates, or paid to the Issuer when the principal amount of the applicable Note is paid in full. (f) Payment to Issuer. Upon payment in full of any tranche of Notes, any amount on deposit in the applicable Interest Funding sub-Account will be paid to the Issuer. If the aggregate amount for withdrawal from an Interest Funding sub-Account is less than all withdrawals required to be made from such Interest Funding sub-Account in a month, then the amounts on deposit will be withdrawn and applied pro rata based on the amounts of the withdrawals required to be made. SECTION 508. Targeted Deposits of Principal Collections to the Principal Funding Account. The aggregate deposit targeted to be made to the Principal Funding Account with Principal Collections with respect to any Due Period is an amount equal to the sum of Principal Funding Account deposits targeted to be made for each tranche of Notes. These targeted amounts are as follows: 62 (a) Expected Principal Payment Date. With respect to the Expected Principal Payment Date of a tranche of Notes, the deposit targeted for that tranche of Notes with respect to the most recently completed Due Period, the deposit targeted for that tranche of Notes is equal to the Nominal Liquidation Amount of that tranche of Notes. Subject to Section 521, these deposits will be made on the applicable Expected Principal Payment Date. (b) Budgeted Deposits. (i) With respect to each Due Period, beginning with the twelfth Due Period before the Expected Principal Payment Date of a tranche of Class A Notes but excluding the final Due Period before the Expected Principal Payment Date of such tranche of Class A Notes, the deposit targeted to be made into the Principal Funding sub-Account for that tranche will be the Controlled Amortization Amount for that tranche specified in the applicable terms document, or if no such amount is specified equal to one-twelfth of the anticipated Nominal Liquidation Amount of such tranche of Notes as of its Expected Principal Payment Date. Subject to clause (ii) and SECTION 521, these deposits will be made on the Monthly Principal Date. (ii) Notwithstanding anything to the contrary in clause (i), but subject to Section 521, the Issuer may postpone the date of the targeted deposits under clauses (i) under the following circumstances: (A) Immediately before the twelfth full Due Period before the Expected Principal Payment Date set for every Class A Note, the Issuer will calculate the minimum monthly principal expected to be paid to all Certificates (including the Collateral Certificate) issued by the Master Trust. (B) This calculation will be made by multiplying the lowest of the monthly principal payment rates for principal receivables in the Master Trust, in the case of a Single Issuance Series, during the eleven months, and in the case of a Multiple Issuance Series, during the twelve months, preceding the date of calculation by the initial invested amounts of all Master Trust Certificates (other than Certificates representing Excluded Master Trust Series or series that are partially Excluded Master Trust Series, to the extent of such exclusion. 63 (C) Using the minimum monthly principal amount expected to be paid for principal receivables in the Master Trust, the Issuer will next compare that amount to the invested amounts of all Master Trust Certificates (including the Collateral Certificate, but excluding any Certificates representing Excluded Master Trust Series or series that are partially Excluded Master Trust Series, to the extent of such exclusion) with their expected maturity dates and the Outstanding Dollar Principal Amounts of all tranches of Notes with Expected Principal Payment Dates in the eleven or twelve, as applicable, Due Periods preceding the Expected Principal Payment Date of the tranche of Class A Notes for which the calculation is being performed. If the comparison reveals that the date of the targeted deposits can be postponed for that tranche of Class A Notes (with a corresponding increase in the amount of each deposit targeted) and the Issuer expects to receive Principal Collections adequate to repay that tranche of Class A Note in full on its Expected Principal Payment Date, then the Issuer may designate a later Due Period (and correspondingly increased Controlled Amortization Amount) with respect to which deposits to the Principal Funding sub-Account for that tranche of Class A Notes will begin. The comparison made will assume that the dates required for collection of Principal Collections are postponed to the maximum extent permitted by all Master Trust Certificates and tranches of Notes. (c) Prefunding of the Principal Funding Account of senior classes. If the Issuer determines that any Expected Principal Payment Date, Event of Default, Early Redemption Even or any other mandatory or optional redemption with respect to any tranche of Class C Notes will occur at a time when the Issuer anticipates that Section 515 or 516 would otherwise prohibit the payment of all or part of such tranche of Class C Notes, the Principal Finding sub-Account for the Class A Notes and/or the Class B Notes of that series, as the case may be, will be prefunded with an amount equal to the Outstanding Dollar Principal Amount of the Class A Notes and Class B Notes that would be affected by the deficiency in the subordinated amount so as to permit the payment of that tranche of Class C Notes. If the Issuer determines that any Expected Principal Payment Date, Early Redemption Event or Event of Default with respect to any tranche of Class B Notes will occur at a time when the Issuer anticipates that Section 515 or 516 64 would otherwise prohibit the payment of all or part of such tranche of Class B Notes, the Principal Finding sub-Account for the Class A Notes of that series will be prefunded with an amount equal to the Outstanding Dollar Principal Amount of the Class A Notes that would be affected by the deficiency in the subordinated amount so as to permit the payment of that tranche of Class C Notes. (d) Event of Default or Early Redemption Event. If the maturity of any tranche of Notes has been accelerated after the occurrence of an Event of Default during such Due Period or if any tranche of Notes is required to be redeemed following an Early Redemption Event or any other mandatory or optional redemption during such Due Period, the deposit targeted for that tranche of Notes with respect to such Due Period is equal to Nominal Liquidation Amount of that tranche of Notes. Subject to Section 521, these deposits will be made on the Monthly Principal Date. SECTION 509. Payments Received from Derivative Counterparties for Principal; Other Deposits to Principal Funding Accounts. The following additional amounts will be deposited into the Principal Funding Account on the following dates: (a) Payments Received from Derivative Counterparties. Payments received under Derivative Agreements for principal in Dollars will be deposited into the applicable Interest Funding sub-Account. Payments received under Derivative Agreements for principal in foreign currencies will be made directly to the applicable Paying Agent for payment to the Holders of the applicable tranche, or as otherwise specified in the applicable Derivative Agreement. (b) Class C Reserve Account. Withdrawals made from any Class C Reserve sub- Account pursuant to Section 518(b) will be deposited into the applicable Principal Funding sub-Account on the date specified in Section 518(b). (c) Proceeds of Sale of Credit Card Receivables. The net proceeds of the sale of credit card receivables received by the Issuer with respect to any tranche of Notes pursuant to Sections 522 and 708 will be deposited directly into the applicable Principal Funding sub-Account on the date of receipt. SECTION 510. Allocation to Principal Funding sub-Accounts. The aggregate amount 65 of the deposits to be made to the Principal Funding Account pursuant to Section 508 for each Due Period will be allocated, and a portion deposited in the Principal Funding sub-Account for each tranche of Notes, as follows: (a) Available Amounts Equal to Targeted Amount. If the aggregate deposit to the Principal Funding Account is equal to the sum of the deposits targeted by each tranche of Notes, then that required amount is deposited in the Principal Funding sub-Account established for each tranche. (b) Available Amounts Are Less Than Targeted Amounts. (i) If the amount on deposit in any Principal Funding sub-Account for a tranche of Class A Notes of a series is less than the sum of the deposits targeted with respect to such tranche, then amounts on deposit in Principal Funding sub-Accounts established for Class B Notes and Class C Notes for that series will be applied to make the payment (to be made first from the Class C Principal Funding sub-Account in that series and second from Class B Principal Funding sub-Account in that series). If more than one tranche of Class A Notes needs to use amounts on deposit in the Principal Funding sub-Account of the Class B Notes and the Class C Notes, then withdrawals will be allocated pro rata based on the Nominal Liquidation Amount of the tranches of Class A Notes that require funding. (ii) If the applicable amount on deposit in any Principal Funding sub-Account for a tranche of Class B Notes of a series is less than the sum of the deposits targeted with respect to such tranche, then amounts on deposit in Principal Funding sub-Account established for Class C Notes will be applied to make the payment. If more than one tranche of Class B Notes needs to use amounts on deposit in the Principal Funding sub- Account of the Class C Notes, then withdrawals will be allocated pro rata based on the Nominal Liquidation Amount of the tranches of Class B Notes that require funding. (c) Other Funds Not Reallocated. Funds deposited into any Principal Funding sub-Account pursuant to Section 509(b) will not be reallocated to any other Principal Funding sub-Account. SECTION 511. Withdrawals from Principal Funding Account. Withdrawals made pursuant to this Section with respect to any tranche will be made from the Principal Funding sub-Accounts established for that 66 tranche only after all allocations and reallocations have been made pursuant to Sections 508, 509 and 510, and reallocated on the same basis until such funds are fully applied. (a) Withdrawals for Dollar Notes. On each applicable Principal Payment Date (or as much earlier as specified in the applicable terms document) with respect to each tranche of Dollar Notes which has no Derivative Agreement for principal, an amount equal to the lesser of (i) principal due on the applicable tranche of Notes on the applicable Principal Payment Date, and (ii) the amount on deposit in the applicable Principal Funding sub-Account will be withdrawn from such Principal Funding sub- Account and remitted to the applicable Paying Agent(s). (b) Withdrawals for Notes with Performing Derivative Agreements for Principal. On each date on which a payment is required under the applicable Derivative Agreement (or as much earlier as specified in the applicable terms document) with respect to any tranche of Notes which has a Performing Derivative Agreement for principal, an amount equal to the lesser of (i) the amount of the payment to be made under the applicable Derivative Agreement, and (ii) the amount on deposit in the applicable Principal Funding sub-Account will be withdrawn from such Principal Funding sub-Account and paid to the applicable Derivative Counterparty. The Issuer will direct the applicable Derivative Counterparty to remit its payments under the applicable Derivative Agreement for the applicable Paying Agent(s). (c) Withdrawals for tranches of Foreign Currency Notes with non-Performing Derivative Agreements for Principal. On each Principal Payment Date with respect to a tranche of foreign currency Notes that has a non-Performing Derivative Agreement for principal (or as much earlier as specified in the applicable terms document), an amount equal to the lesser of (i) the amount of Dollars necessary to be converted at the applicable Spot Exchange Rate to pay the foreign currency principal due on such tranche of Notes on the applicable Principal Payment Date, and (ii) the amount on deposit in the applicable Principal Funding sub-Account will be withdrawn from such sub-Account and converted to the applicable foreign currency at the Spot Exchange Rate and remitted to the applicable Paying Agent(s). Any excess Dollar amount will be retained on deposit in the applicable Principal Funding sub-Account to be applied to make principal payments on later Principal Payment Dates, or paid to the Issuer when the principal amount of the applicable Note is paid in full. 67 (d) Withdrawal of Prefunded Amount. If a later issuance of a tranche of Class B Notes or Class C Notes restores the Required Subordinated Amount of a senior class of Notes of any series, prefunding deposits made pursuant to Section 508(c) in the Principal Funding account of a senior class may immediately be withdrawn from the Principal Funding Account and reinvested in the Collateral Certificate pursuant to Section 519. (e) Payment to Issuer. Upon payment in full of any tranche of Notes, any remaining amount on deposit in the applicable Principal Funding sub-Account will be paid to the Issuer. SECTION 512. Limit on Reallocations of Principal Collections Taken to Benefit Senior Classes of Single Issuance Series. With respect to Single Issuance Series for any Due Period, the aggregate amount of Principal Collections reallocated pursuant to Section 502(a) will be subject to the following limitations: (a) With respect to any tranche of a Class A Notes of a Single Issuance Series, the aggregate amount of: (i) the cumulative amount of all Principal Collections that would have been applied to pay principal of Class C Notes of that series, but were reallocated to pay interest on Class A Notes or Class B Notes of that series; and (ii) the cumulative amount of all reductions from allocations of Investor Charge-Offs to the Nominal Liquidation Amount of the Class C Notes of that series. may not exceed the Class A Required Subordinated Amount of Class C Notes for that series. (b) With respect to any tranche of Class A Notes of a Single Issuance Series, the aggregate amount of (i) the cumulative amount of all Principal Collections that would have been applied to pay principal of Class B Notes of that series, but were reallocated 68 to pay interest on Class A Notes of that series; and (ii) the cumulative amount of all reductions from allocations of Investor Charge-Offs to the Nominal Liquidation Amount of the Class B Notes of that series may not exceed the Class A Required Subordinated Amount of Class B Notes for that series. (c) With respect to any tranche of a Class B Notes of a Single Issuance Series, the aggregate amount of: (i) (i) the cumulative amount of all Principal Collections that would have been applied to pay principal of Class C Notes of that series, but were reallocated to pay interest on Class A Notes of that series; and (ii) the cumulative amount of all reductions from allocations of Investor Charge- Offs to the Nominal Liquidation Amount the Class C Notes of that series; may not exceed the Class B Required Subordinated Amount of Class C Notes for that series. SECTION 513. Limit on Reallocations of Principal Collections Taken to Benefit Senior Classes in Multiple Issuance Series. With respect to Multiple Issuance Series, for any Due Period, the Principal Collections reallocated pursuant to Section 502(a) to make deposits and payments pursuant to Section 503 or 508 will be subject to the following limitations: (a) Limit on Reallocations to a tranche of Class A Notes from Class C Notes. The aggregate amount of Principal Collections which are applied with respect to any Due Period pursuant to Section 502(a) to make deposits with respect to any tranche of Class A Notes of a series which would otherwise have been allocated to the Class C Notes of that series pursuant to Section 503 may be made only to the extent, after giving effect to such deposits, the sum of: 69 (i) the cumulative amount of all funds reallocated pursuant to Section 502(a) and deposited into the Interest Funding sub-Account for such tranche of Class A Notes with respect to prior Due Periods and such Due Period (other than reallocations which resulted in a reduction of the Nominal Liquidation Amount of a tranche of Class B Notes); (ii) an amount equal to all funds reallocated pursuant to Section 502(a) and deposited into all funds reallocated pursuant to the Interest Funding Sub-Account Section 502(a) and deposited into for such tranche of Class A Notes the Interest Funding Sub-Account of that series for prior for such tranche of Class A Notes Due Periods and such Due Period of that series for prior --------------------------------- x Due Periods and such Due Period all funds allocated pursuant to (other than any reallocations Section 502(a) and deposited into that resulted in the reduction of the Interest Funding Sub-Account the Nominal Liquidation Amount of for any Outstanding tranche of a tranche of Class C Notes) Class A Notes of that series for prior Due Periods and such Due Period (iii) the cumulative sum of all amounts computed as follows: on each day while such tranche of Class A Notes is Outstanding when there is a reduction in the Nominal Liquidation Amount of any tranche of Class C Notes, an amount equal to: Amount of all reductions in the Class A Required Subordinated Nominal Liquidation Amount of Amount of Class C Notes for this x Class C Notes of this series from tranche of Class A Notes Investor Charge-Offs on such date ----------------------------------- Outstanding Dollar Principal Amount of all Class C Notes of this series is not greater than the Class A Required Subordinated Amount of Class C Notes for such tranche of Class A Notes. (b) Limit on Reallocations to a tranche of Class A Notes from Class B Notes. The aggregate amount of Principal Collections which are applied with respect to any Due Period pursuant to Section 502(a) to make deposits with respect to any tranche of Class A Notes of a series which would otherwise have been allocated to the Class B Notes of 70 that series pursuant to Section 503 may be made only to the extent, after giving effect to such deposits, the sum of: (i) the cumulative amount of all funds reallocated pursuant to Section 502(a) and deposited into the Interest Funding sub-Account of for such tranche of Class A Notes with respect to prior Due Periods and such Due Period (other than reallocations which resulted in a reduction of the Nominal Liquidation Amount of a tranche of Class C Notes); (ii) the cumulative sum of all amounts computed as follows: on each day while such tranche of Class A Notes is Outstanding when there is a reduction in the Nominal Liquidation Amount of any tranche of Class B Notes, an amount equal to: Amount of all reductions in the Class A Required Subordinated Nominal Liquidation Amount of Amount of Class B Notes for this x Class B Notes of this series from tranche of Class A Notes Investor Charge-Offs on such date ----------------------------------- Outstanding Dollar Principal Amount of all Class B Notes of this series is not greater than the Class A Required Subordinated Amount of Class B Notes for such tranche of Class A Notes. (c) Limit on Reallocations to a tranche of Class B Notes from Class C Notes. The aggregate amount of Principal Collections which are applied with respect to any Due Period pursuant to Section 502(a) to make deposits with respect to any tranche of Class B Notes which would otherwise have been allocated to Class C Notes pursuant to Section 503 may be made only to the extent, after giving effect to such deposits, the sum of (i) the cumulative amount of all funds reallocated pursuant to Section 502(a) and deposited into the Interest Funding sub-Account of for such tranche of Class B Notes with respect to prior Due Periods and such Due Period; (ii) an amount equal to 71 all funds reallocated pursuant to Section 502(a) and deposited into all funds reallocated pursuant to the Interest Funding Sub-Account Section 502(a) and deposited into for such tranche of Class B Notes the Interest Funding Sub-Account of that series for prior for any Outstanding Tranche of Due Periods and such Due Period Class A Notes of that series --------------------------------- x for prior Due Periods and such all funds allocated pursuant to Due Period Section 502(a) and deposited into the Interest Funding Sub-Account for any Outstanding tranche of Class B Notes of that series for prior Due Periods and such Due Period (iii) the cumulative sum of all amounts computed as follows: on each day while such tranche of Class B Notes is Outstanding when there is a reduction in the Nominal Liquidation Amount of any tranche of Class C Notes, an amount equal to: Amount of all reductions in the Class B Required Subordinated Nominal Liquidation Amount of Amount of Class C Notes for this x Class C Notes of this series from tranche of Class A Notes Investor Charge-Offs on such date ----------------------------------- Outstanding Dollar Principal Amount of all Class C Notes of this series is not greater than the Class B Required Subordinated Amount of Class C Notes for such tranche of Class B Notes. SECTION 514. Limit on Reallocations of Principal Collections Given to Benefit Senior Classes in Multiple Issuance Series. With respect to Multiple Issuance Series, the Principal Collections applied pursuant to Section 501 and Section 502 to make deposits pursuant to Section 503 and Section 508 will be allocated from each tranche of Class B Notes and Class C Notes based on the amount of the targeted deposit for that tranche of Class B Notes or Class C Notes as the case may be, but subject to the following limitations: (a) The aggregate amount of Principal Collections which are otherwise allocable to a tranche of Class B Notes which may reallocated pursuant to Section 502(a) with respect to any Due Period may not exceed the lesser of: (i) the Outstanding Dollar Principal Amount of such tranche of Class B 72 Notes, less (A) the amount of reductions in the Nominal Liquidation Amount of such tranche of Class B Notes made since the date of issuance of any Outstanding tranche of Class A Notes of such series with respect to prior Due Periods, plus (B) reimbursements of reductions in the Nominal Liquidation Amount of such tranche of Class B Notes pursuant to clauses (iv) and (v) of the definition of Nominal Liquidation Amount; provided, however, that portions of the Nominal Liquidation Amount attributable to any such increases may only be reallocated only to tranches of Notes of senior classes of such series which were issued after the date of such reimbursement, and (ii) the Nominal Liquidation Amount of such tranche of Class B Notes. (b) The aggregate amount of Principal Collections which are otherwise allocable to a tranche of Class C Notes which may reallocated pursuant to Section 502(a) with respect to any Due Period may not exceed the lesser of: (i) the Outstanding Dollar Principal Amount of such tranche of Class C Notes, less (A) the amount of reductions in the Nominal Liquidation Amount of such tranche of Class C Notes made since the date of issuance of any Outstanding tranche of Class A Notes of such series with respect to prior Due Periods, plus (B) reimbursements of reductions in the Nominal Liquidation Amount of such tranche of Class C Notes pursuant to clauses (iv) and (v) of the definition of Nominal Liquidation Amount; provided, however, that portions of the Nominal Liquidation Amount attributable to any such increases may only be reallocated only to tranches of Notes of senior classes of such series which were issued after the date of such reimbursement, and (ii) the Nominal Liquidation Amount of such tranche of Class C Notes. SECTION 515. Limit on Repayments of Subordinated Classes of Single Issuance Series. Subject to Sections 508(c) and 518(b), with respect to Single Issuance Series, (a) no payment of principal will be made on any Class B Note (and no Class B Note will be canceled pursuant to Section 603) unless, immediately before giving effect to such payment (or cancelation), no Class A Notes of such series are Outstanding, 73 except to the extent that reductions in the Nominal Liquidation Amount of Class B Notes of that series have been reimbursed pursuant to clause (b)(v) of the definition of "Nominal Liquidation Amount", and (b) no payment of principal will be made on any Class C Note (and no Class C Note will be canceled pursuant to Section 603) unless, immediately before giving effect to such payment (or cancelation), no Class A Notes or Class B Notes of such series are Outstanding, except to the extent that reductions in the Nominal Liquidation Amount of Class C Notes of that series have been reimbursed pursuant to clause (b)(v) of the definition of "Nominal Liquidation Amount". SECTION 516. Limit on Repayments of Subordinated Classes of Multiple Issuance Series. With respect to Multiple Issuance Series, and subject to Section 508(c) and Section 518(b), no payments of principal of Notes of any subordinated class of a series (or cancellations of Notes of a subordinated class of a series pursuant to Section 603) may be made unless the following conditions are satisfied: (a) no payment of principal will be made on any Class B Note (and no Class B Note will be canceled pursuant to Section 603) unless, following such payment (or cancelation), the available subordinated amount of Class B Notes is at least equal to the Required Subordinated Amount of Class B Notes for the Outstanding Class A Notes. For this purpose, the available subordinated amount of Class B Notes is equal to the sum of: (i) the aggregate amount of all Nominal Liquidation Amounts of all other Class B Notes of that series which are Outstanding after giving effect to the repayment (or cancelation) of such tranche of Class B Notes (and all other Class B Notes which are to be repaid (or canceled) with respect to such Due Period), plus (ii) the cumulative amount of all funds reallocated to pay interest on Outstanding tranches of Class A Notes with respect to prior Due Periods and the current Due Period (other than reallocations which resulted in the reduction of the Nominal Liquidation Amount of tranches of Class C Notes, or the Nominal Liquidation Amount of tranches of Class B Notes which are no longer 74 Outstanding). (b) no payment of principal will be made on any Class C Note (and no Class C Note will be canceled pursuant to Section 603) unless, following such payment (or cancelation), the available subordinated amount of Class C Notes is at least equal to the Required Subordinated Amount of Class C Notes for the Outstanding Class A Notes. For this purpose, the available subordinated amount of Class C Notes is equal to the sum of: (i) the aggregate amount of all Nominal Liquidation Amounts of all other Class C Notes of that series which are Outstanding after giving effect to the repayment (or cancelation) of such tranche of Class C Notes (and all other Class C Notes which are to be repaid (or canceled) with respect to such Due Period), plus (ii) the cumulative amount of all funds reallocated to pay interest on Outstanding tranches of Class A Notes with respect to prior Due Periods and the current Due Period (other than reallocations which resulted in the reduction of the Nominal Liquidation Amount of tranches of Class B Notes, or the Nominal Liquidation Amount of tranches of Class C Notes which are no longer Outstanding); plus (iii) the cumulative amount of all funds reallocated to pay interest on Outstanding Class B Notes of that Series since that tranche of Class C Notes was issued and for the current Due Period (other than reallocations which resulted in the reduction of the Nominal Liquidation Amount of tranches of Class C Notes which are no longer Outstanding). (c) no payment of principal will be made on any Class C Note (and no Class C Note will be canceled pursuant to Section 603) unless, following such payment (or cancelation), the available subordinated amount of Class C Notes is at least equal to the Required Subordinated Amount of Class C Notes for the Outstanding Class B Notes. For this purpose, the available subordinated amount of Class C Notes is equal to the sum of: 75 (i) the aggregate amount of all Nominal Liquidation Amounts of all other Class C Notes of that series which are Outstanding after giving effect to the repayment (or cancelation) of such tranche of Class C Notes (and all other Class C Notes which are to be repaid (or canceled) with respect to such Due Period), plus (ii) the cumulative amount of all funds reallocated to pay interest on Outstanding tranches of Class A Notes with respect to prior Due Periods and the current Due Period (other than reallocations which resulted in the reduction of the Nominal Liquidation Amount of tranches of Class C Notes which are no longer Outstanding); plus (iii) the cumulative amount of all funds reallocated to pay interest on Outstanding Class B Notes of that Series since that tranche of Class C Notes was issued and for the current Due Period (other than reallocations which resulted in the reduction of the Nominal Liquidation Amount of tranches of Class B Notes, or the Nominal Liquidation Amount of tranches of Class C Notes which are no longer Outstanding). SECTION 517. Targeted Deposits to the Class C Reserve Account. (a) The aggregate deposit targeted to be made to the Class C Reserve Account with respect to each Due Period is an amount equal to the sum of Class C Reserve Account deposits targeted to be made for each tranche of Class C Notes. The amount of any such deposit and the circumstances that require such a deposit to be made will be set forth in the terms document for such tranche of Class C Notes. Unless another time is specified for making such deposits in the terms document for tranche of Class C Notes, these deposits will be made on each applicable Monthly Interest Date. (b) If the aggregate amount available to be deposited into the Class C Reserve Account with respect to any Due Period is less than the sum of the deposits targeted by each tranche of Class C Notes for that Due Period, then the aggregate deposit will be allocated to each series pro rata based on the amounts of the targeted deposits for that Due Period, plus any targeted deposits from earlier Due Periods that were not made. 76 SECTION 518. Withdrawals from the Class C Reserve Account. Withdrawals made pursuant to this Section with respect to any tranche will be made from the Class C Reserve sub- Accounts established for that tranche of Class C Notes only after all allocations and reallocations have been made pursuant to Sections 501, 502, 503, 505, 508 and 510. (a) Interest; Payments with Respect to Derivative Agreements for Interest, Accretion on Discount Notes. If the amount on deposit in the Interest Funding sub- Account for any tranche of Class C Notes is insufficient to pay in full the amounts for which withdrawals are made under Section 507(a), (b), (c), (d) or (e), on each date specified in such Section, an amount equal to the lesser of (i) such deficiency, and (ii) the amount on deposit in the applicable Class C Reserve sub-Account will be withdrawn from such Class C Reserve sub-Account and applied to such deficiency. (b) Principal; Payments with Respect to Derivative Agreements for Principal. If the amount on deposit in the Principal Funding sub-Account for any tranche of Class C Notes is insufficient to pay in full the amounts for which withdrawals are made under Section 511(a), (b), (c) or (d), on the Legal Maturity Date for such tranche of Notes, an amount equal to the least of (i) such deficiency, and (ii) the amount on deposit in the applicable Class C Reserve sub-Account, and (iii) the amount by which the Nominal Liquidation Amount of such tranche of Class C Notes is less than the Adjusted Outstanding Dollar Principal Amount of such tranche of Class C Notes will be withdrawn from such Class C Reserve sub-Account and applied to such deficiency. (c) Payment to Issuer. Upon payment in full of any tranche of Class C Notes, any amount on deposit in the applicable Class C Reserve sub-Account will be paid to the Issuer. SECTION 519. Reinvestment in the Collateral Certificate. (a) The amount of accreted interest on a Discount Note pursuant to Section 503(g) is required to be reinvested in the Collateral Certificate. (b) If the Principal Funding sub-Account of a tranche of Notes is prefunded pursuant to Section 508(c) and such prefunded amount is released, then the equivalent of such amount is required to be reinvested. 77 (c) If the aggregate Adjusted Outstanding Dollar Principal Amount of all tranches of Notes as of the last day of any Due Period (after giving effect to any deposit, reallocation or payment pursuant to Sections 502(a) with respect to such Due Period) exceeds the Invested Amount of the Collateral Certificate on that date, the amount of Finance Charge Collections targeted to be reinvested in the Collateral Certificate pursuant to Section 501(d) is equal to the amount of that excess. SECTION 520. Final Payment. If the Nominal Liquidation Amount of a tranche of Notes is zero on its Legal Maturity Date (after giving effect to all deposits, allocations, payments and sales of credit card receivables to be made on that day), then the Holders of such tranche of Notes will have no further right or claim, and the Issuer will have no further obligation or liability, with respect to such Notes. SECTION 521. Timing of Deposits. So long as the Master Trust is permitted to make payments to the Issuer under Section 4.02(a) and Section 4.02(b) of the Series [ ]-00 Supplement on the applicable Interest Deposit Date or Principal Deposit Date (rather than on thelast day of the applicable Due Period), the amounts received by the Issuer pursuant to Section 4.02(a) and Section 4.02(b) of the Series [ ]-00 Supplement will be allocated to and deposited into each applicable sub-Accounts on the applicable Interest Deposit Date or Principal Deposit Date. Otherwise, the funds received by the Issuer pursuant to Section 4.02(a) and Section 4.02(b) of the Series [ ]-00 Supplement will be allocated to and deposited into each applicable sub-Account on the last day of the applicable Due Period, or as soon thereafter as practicable. SECTION 522. Sale of Credit Card Receivables on Legal Maturity Date. If the Nominal Liquidation Amount with respect to any tranche of Notes is greater than zero on its Legal Maturity Date (after giving effect to deposits and distributions otherwise to be made on such Legal Maturity Date), the Issuer will cause the Master Trust to sell on such Legal Maturity Date Principal Receivables under the Master Trust and the related Finance Charge Receivables (or interests therein) in an amount equal to 110% of the Nominal Liquidation Amount of such tranche of Notes on such Legal Maturity Date (after giving effect to such deposits and distributions), but in no case will such amount of Principal Receivables and Finance Charge Receivables exceed the following amount: 78 the Nominal Liquidation Amount of the tranche of Notes that has reached its Legal Maturity Date as Series Adjusted Invested the amount of Receivables of the last Due Period before x Amount(as defined in the Series x (as defined in the Series [ ] budgeted deposits to its Principal [ ] Supplement) of the Collateral Supplement) in the Master Funding sub-Account began Certificate Trust pursuant to Section 508(b)(ii)(C) ---------------------------------- The Series Adjusted Invested Amount as defined in the Series [ ]-00 Supplement
Such proceeds from such sale will be immediately deposited into the Principal Funding sub-Account for such tranche. SECTION 523. Netting of Deposits and Payments. The Issuer, in its sole discretion, may make all deposits to Interest Funding sub-Accounts and Principal Funding sub-Accounts pursuant to Sections 503 and 507 with respect to any Due Period net of, and after giving effect to, (a) all reallocations to be made pursuant to Sections 502(a), (b) all payments to be made to Derivative Counterparties pursuant to Sections 507 and 511, and (c) all reinvestments in the Collateral Certificate to be made pursuant to Sections 519. SECTION 524. Pro Rata Payments within a Tranche. All payments of principal, interest or other amounts to Holders of the Notes of a single tranche will be made pro rata based on the stated principal amount of their Notes. ARTICLE VI Satisfaction and Discharge; Cancelation of Notes Held by the Issuer or the Banks SECTION 601. Satisfaction and Discharge of Indenture. This Indenture will cease to be of further effect with respect to any series, class or tranche of Notes (except as to any surviving rights of transfer or exchange of Notes of such series, class or tranche expressly provided for herein or in the form of Note for such series, class or tranche), and the Trustee, on demand of and at the expense of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, class or tranche, when: 79 (a) all Notes of that series, class or tranche theretofore authenticated and delivered (other than (A) Notes of such series, class or tranche which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, and (B) Notes of such series, class or tranche for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 1103) have been delivered to the Trustee canceled or for cancelation; (b) the Issuer has paid or caused to be paid all other sums payable hereunder (including payments to the Trustee pursuant to SECTION 807) by the Issuer with respect to the Notes of such series, class or tranche; and (c) the Issuer has delivered to the Trustee an Issuer's Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes of such series, class or tranche have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series, class or tranche of Notes, the obligations of the Issuer to the Trustee with respect to that series, class or tranche under Section 807 will survive and the obligations of the Trustee under Sections 602 and 1103 will survive. SECTION 602. Application of Trust Money. All money and obligations deposited with the Trustee pursuant to Section 601 or Section 603 and all money received by the Trustee in respect of such obligations will be held in trust and applied by it, in accordance with the provisions of the series, class or tranche of Notes in respect of which it was deposited and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and interest for whose payment such money and obligations have been deposited with or received by the Trustee; but such money and obligations need not be segregated from other funds except to the extent required by law. SECTION 603. Cancelation of Notes Held by the Issuer or the Banks. If the Issuer, the Banks or any of their Affiliates holds any Notes, such Holder may, subject to Section 515 and 516, by notice from such Holder to the Trustee cause such Note to be canceled, whereupon 80 (a) such Note will no longer be Outstanding, and (b) the Issuer will cause the Invested Amount of the Collateral Certificate to be reduced by an amount equal to the Nominal Liquidation Amount of such Notes. ARTICLE VII Remedies SECTION 701. Events of Default. "Event of Default", wherever used herein, means with respect to any series, class or tranche of Notes any one of the following events (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is either inapplicable to a particular series, class or tranche or it is specifically deleted or modified in the applicable terms document creating such series, class or tranche of Notes or in the form of Note for such series, class or tranche: (a) default in the payment of any interest upon any Note of that series, class or tranche when it becomes due and payable, and continuance of such default for a period of five Business Days; (b) default in the payment of the principal of any Note of that series, class or tranche at its Legal Maturity Date; (c) default in the performance, or breach, of any covenant or warranty of the Issuer in this Indenture in respect of the Notes of such series, class or tranche (other than a covenant or warranty in respect of the Notes of such series, class or tranche a default in the performance of which or the breach of which is elsewhere in this SECTION specifically dealt with), all of such covenants and warranties in the Indenture which are not expressly stated to be for the benefit of a particular series, class or tranches of Notes being deemed to be in respect of the Notes of all series, classes or tranche for this purpose, and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 10% in Outstanding Dollar Principal Amount of the 81 Outstanding Notes of such series, class or tranche, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (d) the Issuer becomes an investment company within the meaning of the Investment Company Act; (e) the entry of an order for relief against the Issuer under the Federal Bankruptcy Code by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the premises adjudging the Issuer a bankrupt or insolvent under any other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer under the Federal Bankruptcy Code or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; (f) the consent by the Issuer to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Issuer in furtherance of any such action; or (g) any other Event of Default provided in the supplemental indenture under which such series, class or tranche of Notes is issued or in the form of Note for such series, class or tranche. SECTION 702. Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default described in paragraph (a), (b), (c) or (g) (if the Event of Default under paragraph (c) or (g) is with respect to less than all series, classes or tranches of Notes then Outstanding) of 82 Section 701 occurs and is continuing with respect to any series, class or tranche, then and in each and every such case, unless the principal of all the Notes of such series, class or tranche will have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate Outstanding Dollar Principal Amount of the Notes of such series, class or tranche then Outstanding hereunder (each such series, class or tranche acting as a separate class), by notice in writing to the Issuer (and to the Trustee if given by Holders), may declare the Outstanding principal amount of all the Notes of such series, class or tranche then Outstanding and all accrued or accreted and unpaid interest (if any) thereon to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, anything in this Indenture or in the Notes of such series, class or tranche contained to the contrary notwithstanding. (b) If an Event of Default described in paragraph (c) or (g) (if the Event of Default under paragraph (c) or (g) is with respect to all series, classes or tranches of Notes then Outstanding) of Section 701 occurs and is continuing, then and in each and every such case, unless the principal of all the Notes will have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate Outstanding Dollar Principal Amount of all the Notes then Outstanding hereunder (treated as one class), by notice in writing to the Issuer (and to the Trustee if given by Holders), may declare the Outstanding Dollar Principal Amount of all the Notes then Outstanding and all accrued or accreted and unpaid interest (if any) thereon to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. (c) If an Event of Default described in paragraph (e) or (f) of Section 701 occurs and is continuing, then the Notes will automatically be and become immediately due and payable by the Issuer, without notice, or demand to any Person and the Issuer will automatically and immediately be obligated to pay off the Notes. At any time after such a declaration of acceleration has been made with respect to the Notes of any series, class or tranche and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in Outstanding Dollar Principal Amount of the Outstanding Notes of such series, classes or tranche, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: 83 (a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue installments of interest on the Notes of such series, classes or tranches, (ii) the principal of any Notes of such series, classes or tranche which have become due otherwise than by such declaration of acceleration, and interest thereon at the rate or rates prescribed therefor by the terms of the Notes of such series, classes or tranche, to the extent that payment of such interest is lawful, (iii) interest upon overdue installments of interest at the rate or rates prescribed therefor by the terms of the Notes of such series, classes or tranches to the extent that payment of such interest is lawful, and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 807; and (b) all Events of Default with respect to such series, classes or tranches of Notes, other than the nonpayment of the principal of the Notes of such series, classes or tranches which have become due solely by such acceleration, have been cured or waived as provided in Section 718. No such rescission will affect any subsequent default or impair any right consequent thereon. SECTION 703. Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if: (a) the Issuer defaults in the payment of any installment of interest on any series, class or tranche of Note when such interest becomes due and payable, or (b) the Issuer defaults in the payment of the principal of any series, class or tranche of Note at the Legal Maturity Date thereof, or 84 (c) with respect to any series, class or tranche that benefits from a Derivative Agreement to which the Issuer is a party, the Issuer defaults in any of its obligations under the applicable Derivative Agreement, and any such default continues for any period of grace provided with respect to such series, class or tranche of Notes, the Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Holder of any such Note the whole amount then due and payable on any such Note for principal and interest (subject to Article V and Section 708), with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, at such rate or rates as may be prescribed therefor by the terms of any such Note; and, in addition thereto, such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 807. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Notes of such series, class or tranche and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated. SECTION 704. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered, by intervention in such proceedings or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, 85 its agents and counsel and all other amounts due the Trustee under Section 807) and of the Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Trustee and in the event that the Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 807. Nothing herein contained will be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding. SECTION 705. Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes of any series, class or tranche may be prosecuted and enforced by the Trustee without the possession of any of the Notes of such series, class or tranche or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee will be brought in its own name as trustee of an express trust, and any recovery of judgment will, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, be for the ratable benefit of the Holders of the Notes of the series, class or tranche in respect of which such judgment has been recovered. SECTION 706. Application of Money Collected. Any money or other property collected by the Trustee with respect to a series, class or tranche of Notes pursuant to this Article will be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Notes of such series, class or tranche and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 86 (a) first, to the payment of all amounts due the Trustee under Section 807. (b) second, to the payment of the amounts then due and unpaid upon the Notes of that series, class or tranche for principal and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind (but subject to the allocation provided in Article V), according to the amounts due and payable on such Notes for principal and interest, respectively. SECTION 707. Trustee May Elect to Hold the Collateral Certificate. Following an acceleration of any class of Notes, the Trustee may elect to continue to hold the Collateral Certificate and apply distributions on the Collateral Certificate in accordance with the regular distribution provisions pursuant to Article V of this Indenture, except that principal will be paid on the accelerated class of Notes to the extent funds are received from the Master Trust and allocated to the accelerated class, and payment is permitted by the subordination provisions of the accelerated class. SECTION 708. Sale of Credit Card Receivables for Accelerated Class C Notes. (a) In the case of an accelerated tranche of Class C Notes, the Trustee may, and at the direction of the majority of the Holders of such tranche, cause the Master Trust to sell Principal Receivables under the Master Trust and the related Finance Charge Receivables (or interests therein) in an amount equal to 110% of the Nominal Liquidation Amount of the accelerated tranche, but in no case will such amount of Principal Receivables and Finance Charge Receivables exceed the following amount: the Nominal Liquidation Amount Series Adjusted Invested the amount of Receivables of the accelerated tranche of Class Amount(as defined in the Series (as defined in the Series [ ] C Notes as of the end of the last x [ ] Supplement) of the Collateral x Supplement) in the Master Due Period before acceleration Certificate Trust ----------------------------------- The Series Adjusted Invested amount as defined in the Series [ ]-00 Supplement
(b) Such a sale will be permitted only if at least one of the following conditions is met: (i) 90% of the Holders of the accelerated tranche of Notes consent; or 87 (ii) the proceeds of the sale would be sufficient to pay all Outstanding amounts due on the accelerated tranche of Notes; or (iii) the Trustee determines that the Finance Charge Collections and Principal Collections allocable to the accelerated tranche of Notes, payments to be received from any applicable Derivative Agreement and amounts on deposit in the applicable sub- Accounts will likely not be sufficient to make payments on the accelerated tranche of Notes when due and 66-2/3% of the Holders of the accelerated tranche of Notes consent to the sale. (c) If the net proceeds of the sale of receivables would be less than the remaining available subordinated amount which such accelerated tranche of Notes provides to Outstanding senior classes of Notes of that series, the sale will be delayed and a partial accumulation of Principal Collections in the Principal Funding Account for the senior classes of Notes will occur. The sale of receivables will not occur until the proceeds from the sale will be sufficient to provide the Required Subordinated Amount of senior classes of Notes for the Outstanding Dollar Principal Amount of senior classes of Notes which are not covered by cash on deposit in the Principal Funding Account. (d) When the sale of receivables occurs, the proceeds will be retained in the Class C Principal Funding Account to the extent and for so long as they are required to provide the Required Subordinated Amount for the Outstanding senior classes of Notes. Accumulation of Principal Collections in the Principal Funding Account for the senior classes of Notes will begin and will continue as long as necessary to permit funds in the Principal Funding Account to be released to the Holders of such accelerated tranche of Notes. SECTION 709. Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Trustee. The Holders of a majority in aggregate Outstanding Dollar Principal Amount of any accelerated class of Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. This right may be exercised only if the direction provided by the Noteholders does not conflict with applicable law or this Indenture or have a substantial likelihood of involving the Trustee in personal liability. 88 SECTION 710. Limitation on Suits. No Holder of any Note of any series, class or tranche will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to Notes of such series, class or tranche; (b) the Holders of not less than 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of such series, class or tranche will have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in Outstanding Dollar Principal Amount of the Outstanding Notes of such series, class or tranche; it being understood and intended that no one or more Holders of Notes of such series, class or tranche will have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of such series, class or tranche, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Notes of such series, class or tranche. SECTION 711. Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse. Notwithstanding any other provisions in this Indenture, the Holder of any 89 Note will have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note on the respective Legal Maturity Dates expressed in such Note and to institute suit for the enforcement of any such payment, and such right will not be impaired without the consent of such Holder; provided, however, that notwithstanding any other provision of this Indenture to the contrary, the obligation to pay principal of or interest on the Notes or any other amount payable to any Noteholder will be without recourse to the Issuer (except as aforesaid), the Banks, the Trustee or any affiliate, officer, employee or director of any of them, and the obligation to pay principal of or interest on the Notes or any other amount payable to any Noteholder will be subject to Article V and Section 708. SECTION 712. Restoration of Rights and Remedies. If the Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Issuer, the Trustee and the Noteholders will, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders will continue as though no such proceeding had been instituted. SECTION 713. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy will, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 714. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Noteholders, as the case may be. SECTION 715. Control by Noteholders. The Holders of a majority in Outstanding Dollar Principal Amount of the Outstanding Notes of any series, class or tranche will have the 90 right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes of such series, class or tranche, provided that: (a) the Trustee will have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith will, by a Responsible Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, and (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. SECTION 716. Waiver of Past Defaults. The Holders of not less than a majority in Outstanding Dollar Principal Amount of the Outstanding Notes of any series, class or tranche may on behalf of the Holders of all the Notes of such series, class or tranche waive any past default hereunder with respect to such series, class or tranche and its consequences, except a default not theretofore cured: (a) in the payment of the principal of or interest on any Note of such series, class or tranche, or (b) in respect of a covenant or provision hereof which under Article X cannot be modified or amended without the consent of the Holder of each Outstanding Note of such series, class or tranche. Upon any such waiver, such default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, for every purpose of this Indenture; but no such waiver will extend to any subsequent or other default or impair any right consequent thereon. SECTION 717. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by his acceptance thereof will be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the 91 filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section will not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 10% in Outstanding Dollar Principal Amount of the Outstanding Notes of any series, class or tranche to which the suit relates, or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on or after the respective Legal Maturity Dates expressed in such Note. SECTION 718. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE VIII The Trustee SECTION 801. Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series, class or tranche of Notes, (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Notes of such series, classes or tranche, and no implied covenants or obligations will be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may, with respect to Notes of such series, classes or tranche, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished 92 to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee will be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series, class or tranche of Notes has occurred and is continuing, the Trustee will exercise with respect to the Notes of such series, class or tranche such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a fiduciary would exercise or use under the circumstances in the conduct of such person's own affairs. (c) No provision of this Indenture will be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) this Subsection will not be construed to limit the effect of Subsection (a) of this Section; (ii) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it will be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in Outstanding Dollar Principal Amount of the Outstanding Notes of any series, class or tranche relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes of such series, class or tranche; (iv) no provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and 93 (v) neither any Trustee nor the Banks, nor any other beneficiary of the Issuer nor any of their respective officers, directors, employers or agents will have any liability with respect to this Indenture, and recourse may be had solely to the collateral pledged to secure the Notes Issued by Citibank Credit Card Issuance Trust. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee will be subject to the provisions of this Section. SECTION 802. Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to Notes of any series, class or tranche, the Trustee will transmit by mail to all Noteholders of such series, class or tranche, as their names and addresses appear in the Note Register, notice of such default hereunder known to the Trustee, unless such default will have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of or interest on any Note of such series, class or tranche, the Trustee will be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Noteholders of such series, class or tranche; and provided, further, that in the case of any default of the character specified in Section 701(c) with respect to Notes of such series, class or tranche no such notice to Noteholders of such series, class or tranche will be given until at least 90 days after the occurrence thereof. For the purpose of this Section, the term "default", with respect to Notes of any series, class or tranche, means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Notes of such series, class or tranche. SECTION 803. Certain Rights of Trustee. Except as otherwise provided in Section 801: (a) the Trustee may rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer mentioned herein will be sufficiently evidenced by an Issuer Request or Issuer Order; 94 (c) whenever in the administration of this Indenture the Trustee will deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Issuer's Certificate; (d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders will have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee will determine to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (h) the Trustee will not be responsible for filing any financing statements or continuation statements in connection with the Notes. SECTION 804. Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the certificates of authentication, will be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee will not be accountable for the use or application by the Issuer of Notes or 95 the proceeds thereof. SECTION 805. May Hold Notes. The Trustee, any Paying Agent, the Note Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Sections 808 and 813, may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Paying Agent, Note Registrar or such other agent. SECTION 806. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee will be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer. SECTION 807. Compensation and Reimbursement, Limit on Compensation, Reimbursement and Indemnity. (a) The Issuer agrees, with funds available pursuant to Section 501(a), (i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (iii) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Issuer under this Section the Issuers and 96 the Noteholders agree that the Trustee will have a lien prior to the Notes upon all property and funds held or collected by the Trustee as such pursuant to Section 501 or 502, except funds held in the Principal Funding Account, the Interest Funding Account or the Class C Reserve Account. (b) The aggregate amount that the Issuer will be liable for with respect to any of the amounts payable to or for the benefit of the Trustee pursuant to this Section or Section 717 or otherwise will in no event be greater than $____________ per month. The Trustee will have no recourse to any asset of the Issuer other than funds available pursuant to Section 501(a) or to any Person other than the Issuer. (c) This Section will survive the termination of this Indenture and the resignation or replacement of the Trustee under Section 810. SECTION 808. Disqualification; Conflicting Interests. If the Trustee has or will acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee will, if so required by the Trust Indenture Act, either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. Nothing herein will prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. SECTION 809. Corporate Trustee Required; Eligibility. There will at all times be a Trustee hereunder with respect to each series, class or tranche of Notes, which will be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Issuer, serve as Trustee. If at any time the Trustee with respect to any series, class or tranche of Notes will cease to be eligible in accordance with the provisions of this Section, it will resign immediately in the manner and with the effect hereinafter specified in this Article. 97 SECTION 810. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article will become effective until the acceptance of appointment by the successor Trustee under Section 811. (b) The Trustee may resign with respect to any series, class or tranche of Notes at any time by giving written notice thereof to the Issuer. If an instrument of acceptance by a successor Trustee will not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed with respect to any series, class or tranche of Notes at any time by Act of the Holders of a majority in Outstanding Dollar Principal Amount of the Outstanding Notes of that series, class or tranche, delivered to the Trustee and to the Issuer. (d) If at any time: (i) the Trustee will fail to comply with Section 310(b) of the Trust Indenture Act with respect to any series, class or tranche of Notes after written request therefor by the Issuer or by any Noteholder who has been a bona fide Holder of a Note of that series, class or tranche for at least 6 months, or (ii) the Trustee will cease to be eligible under Section 809 with respect to any series, class or tranche of Notes and will fail to resign after written request therefor by the Issuer or by any such Noteholder, or (iii) the Trustee will become incapable of acting with respect to any series, class or tranche of Notes, or (iv) the Trustee will be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property will be appointed or any public officer will take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Issuer may remove the Trustee, with respect to the series, class or 98 tranche, or in the case of clause (iv), with respect to all series, classes or tranche, or (B) subject to Section 717, any Noteholder who has been a bona fide Holder of a Note of such series, class or tranche for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to the series, class or tranche, or, in the case of clause (iv), with respect to all series, classes or tranche. (e) If the Trustee will resign, be removed or become incapable of acting with respect to any series, class or tranche of Notes, or if a vacancy will occur in the office of the Trustee with respect to any series, class or tranche of Notes for any cause, the Issuer will promptly appoint a successor Trustee for that series, class or tranche of Notes. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series, class or tranche of Notes will be appointed by Act of the Holders of a majority in Outstanding Dollar Principal Amount of the Outstanding Notes of such series, class or tranche delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed will, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to such series, class or tranche and supersede the successor Trustee appointed by the Issuer with respect to such series, class or tranche. If no successor Trustee with respect to such series, class or tranche will have been so appointed by the Issuer or the Noteholders of such series, class or tranche and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide Holder of a Note of that series, class or tranche for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series, class or tranche. (f) The Issuer will give notice of each resignation and each removal of the Trustee with respect to any series, class or tranche and each appointment of a successor Trustee with respect to any series, class or tranche by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Notes of that series, class or tranche as their names and addresses appear in the Note Register. Each notice will include the name of the successor Trustee and the address of its principal Corporate Trust Office. SECTION 811. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder will execute, acknowledge and deliver to the Issuer and to the predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of 99 the predecessor Trustee will become effective with respect to any series, class or tranche as to which it is resigning or being removed as Trustee, and such successor Trustee, without any further act, deed or conveyance, will become vested with all the rights, powers, trusts and duties of the predecessor Trustee with respect to any such series, class or tranche; but, on request of the Issuer or the successor Trustee, such predecessor Trustee will, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the predecessor Trustee, and will duly assign, transfer and deliver to such successor Trustee all property and money held by such predecessor Trustee hereunder with respect to all or any such series, class or tranche, subject nevertheless to its lien, if any, provided for in Section 807. Upon request of any such successor Trustee, the Issuer will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. In case of the appointment hereunder of a successor Trustee with respect to the Notes of one or more (but not all) series, classes or tranche, the Issuer, the predecessor Trustee and each successor Trustee with respect to the Notes of any applicable series, class or tranche will execute and deliver a supplemental indenture which will contain such provisions as will be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Notes of any series, class or tranche as to which the predecessor Trustee is not being succeeded will continue to be vested in the predecessor Trustee, and will add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture will constitute such Trustees co-trustees of the same trust and that each such Trustee will be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. No successor Trustee with respect to any series, class or tranche of Notes will accept its appointment unless at the time of such acceptance such successor Trustee will be qualified and eligible with respect to that series, class or tranche under this Article. SECTION 812. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee will be a party, or any corporation succeeding to all or substantially all of the 100 corporate trust business of the Trustee, will be the successor of the Trustee hereunder, provided such corporation will be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes will have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. SECTION 813. Preferential Collection of Claims Against Issuer. If and when the Trustee will be or become a creditor of the Issuer (or any other obligor upon the Notes), the Trustee will be subject to the provisions of Section 311 of the Trust Indenture Act. A Trustee who has resigned or been removed will be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein. SECTION 814. Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Trustee, with the approval of the Issuer, may appoint an Authenticating Agent or Agents with respect to one or more series, classes or tranche of Notes which will be authorized to act on behalf of the Trustee to authenticate Notes of such series, classes or tranche issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee's certificate of authentication, such reference will be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent will be acceptable to the Issuer and will at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions 101 of this Section, such Authenticating Agent will resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, will continue to be an Authenticating Agent, provided such corporation will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and, if other than the Issuer, to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and, if other than the Issuer, to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent will cease to be eligible in accordance with the provisions of this Section, the Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Notes of the series, classes or tranche with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Note Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder will become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to time) reasonable compensation for its services under this Section, and the Trustee will be entitled to be reimbursed for such payments, subject to the provisions of Section 807. If an appointment with respect to one or more series, classes or tranche is made pursuant to this Section, the Notes of such series, classes or tranche may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: 102 This is one of the Notes of the series, classes or tranche designated therein referred to in the within-mentioned Indenture. NAME OF INDENTURE TRUSTEE, as Trustee By:_________________________ As Authenticating Agent By:_________________________ Authorized Signatory ARTICLE IX Noteholders' Meetings, Lists, Reports by Trustee, Issuer and Managing Beneficiary SECTION 901. Issuer To Furnish Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the Trustee (a) semi-annually, not more than 15 days after each Record Date, in each year in such form as the Trustee may reasonably require, a list of the names and addresses of the Holders of Notes of such series, classes or tranche as of such date, and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 15 days before the time such list is furnished, excluding from any such list names and addresses received by the Trustee in its capacity as Note Registrar. SECTION 902. Preservation of Information; Communications to Noteholders. (a) 103 The Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Notes contained in the most recent list furnished to the Trustee as provided in Section 901 and the names and addresses of Holders of Notes received by the Trustee in its capacity as Note Registrar. The Trustee may destroy any list furnished to it as provided in Section 901 upon receipt of a new list so furnished. (b) If 3 or more Holders of Notes of any series, class or tranche (hereinafter referred to as "applicants") apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Note of such series, class or tranche for a period of at least 6 months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such series, class or tranche or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee will, within 5 Business Days after the receipt of such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 902(a), or (ii) inform such applicants as to the approximate number of Holders of Notes of such series, classes or tranche or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 902(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application. If the Trustee will elect not to afford such applicants access to such information, the Trustee will, upon the written request of such applicants, mail to each Holder of a Note of such series, classes or tranche or to all Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 902(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within 5 days after such tender, the Trustee will mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of 104 Notes of such series, classes or tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement will specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, will enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission will find, after notice and opportunity for hearing, that all the objections so sustained have been met and will enter an order so declaring, the Trustee will mail copies of such material to all Noteholders of such series, classes or tranche or all Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee will be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee will be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with Section 902(b), regardless of the source from which such information was derived, and that the Trustee will not be held accountable by reason of mailing any material pursuant to a request made under Section 902(b). SECTION 903. Reports by Trustee. (a) The term "reporting date" as used in this Section means [__________]. Within 60 days after the reporting date in each year, beginning in [2000], the Trustee will transmit to Noteholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such reporting date if required by Section 313(a) of the Trust Indenture Act. (b) In addition to any reporting requirements of the Issuer under the TIA, the Trustee will mail each year to all registered Noteholders, with a copy to the Rating Agencies a report concerning: (i) its eligibility and qualifications to continue as trustee under this Indenture; (ii) any amounts advanced by the Trustee under this Indenture; (iii) the amount, interest rate and maturity date or indebtedness owing by the Issuer to the Trustee in the Trustee's individual capacity; (iv) the property and funds physically held by the Trustee as Trustee; 105 (v) any release or release and substitution of collateral subject to the lien of this Indenture which has not previously been reported; and (vi) any action taken by the Trustee that materially affects the Notes and that has not previously been reported. (c) The Trustee will comply with Sections 313(b) [and 313(c)] of the Trust Indenture Act. (d) A copy of each such report will, at the time of such transmission to Noteholders, be filed by the Trustee with each stock exchange upon which the Notes are listed, and also with the Commission. The Issuer will notify the Trustee when the Notes are admitted to trading on any national securities exchange. SECTION 904. Meetings of Noteholders; Amendments and Waivers. (a) The Trustee may call a meeting of the Noteholders of a series, class or tranche at any time. The Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such series, class or tranche. In any case, a meeting will be called after notice is given to the Noteholders pursuant to Section 106. (b) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of the Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of a majority in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of that series, class or tranche, as the case may be. For any vote, request, demand, authorization, direction, notice, consent, waiver or other action provided by the Series [ ]-00 Supplement to be given or taken by holder of the Collateral Certificate, any resolution presented at any meeting at which a majority of the Holders of a majority in aggregate Outstanding Dollar Principal Amount of all Outstanding Notes is present may be adopted by the affirmative vote of the Holders of a majority in aggregate Outstanding Dollar Principal Amount of all Outstanding Notes. However, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the Holders of not less than a specified 106 percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a series, class or tranche or all Notes may be adopted at any meeting which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of that series, class or tranche or all Notes, as the case may be. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected series, class or tranche. (c) The quorum at any meeting will be persons holding or representing a majority in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a series, class or tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning a consent, waiver, request, demand, notice, authorization, direction or other action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a series, class or tranche or all Notes, as applicable, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such series, class or tranche or all Notes will constitute a quorum. (d) The Issuer may make reasonable rules for other matters relating to action by or a meeting of Noteholders not otherwise covered by this Section. SECTION 905. Reports by Issuer. The Issuer will (a) file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to SECTION 13 or Section 15(d) of the Securities Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional 107 information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and (c) transmit by mail to all Noteholders, as their names and addresses appear in the Note Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. SECTION 906. Accounting and Directions by the Trustee. On the [ ] day of each month, the Issuer will cause to be rendered to each Rating Agency a statement, dated as of such date, including the information set forth below: (a) Principal and Interest Payable to Noteholders. The amount of principal of and interest on each tranche of Notes which has a Payment Date before the last day of the next following Due Period. (b) Amount in the Accounts. The aggregate amount on deposit in each of the Accounts and sub-Accounts. (c) Funds Required; Funds on Deposit. The amount, if any, of any shortfalls or surplus of funds on deposit in each sub-Account to make payments of amounts due and payable on the next applicable Payment Date. SECTION 907. Reports by Trustee. The Trustee will report to the Issuer with respect to the amount on deposit in the Accounts, and the identity of the investments included therein, as the Issuer may from time to time reasonably request which, absent the occurrence of an Event of Default hereunder, will not occur more often than monthly. SECTION 908. Issuer's Report. Each month, on [ day] the Issuer will deliver to the Trustee (with a copy to each Rating Agency) an Issuer's Report. SECTION 909. Payment Request to Master Trust. From time to time, the Issuer will deliver a Payment Request to the Master Trust as necessary to request the payments required or 108 targeted to be made hereunder. SECTION 910. Monthly Computation Statement. (a) Promptly after the receipt by the Issuer of the Monthly Servicer Report under the Series [ ]-00 Supplement, the Issuer, in collaboration with the Servicer of the Master Trust, complete a Monthly Computation Statement and deliver a copy thereof to the Trustee. (b) From time to time, the Issuer will notify the Servicer under the Series [ ]-00 Supplement of the amount required to be delivered by the Issuer under Section 501 of the Series [ ]-00 Supplement to calculate the Series [ ]-00 Invested Amount and the Series Adjusted Invested Amount for Series [ ]-00. ARTICLE X Supplemental Indentures; Amendments to the Pooling and Servicing Agreement and Amendments to the Trust Agreement SECTION 1001. Supplemental Indentures Without Consent of Noteholders. Without the consent of the Holders of any Notes, the Issuer, when authorized by an Issuer's Certificate, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; or (b) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Holders of the Notes of any or all series, classes or tranche (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series, classes or tranche of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series, classes or tranche); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions 109 with respect to matters or questions arising under this Indenture; or (d) to add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to establish any form of Note, as provided in Article II, and to provide for the issuance of any series, class or tranche of Notes as provided in Article III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Notes of any series, class or tranche; or (f) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series, class or tranche of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section 811; or (g) to add any additional Early Redemption Events or Events of Default in respect of the Notes of any or all series, classes or tranche (and if such additional Events of Default are to be in respect of less than all series, classes or tranche of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series, classes or tranche); or (h) to provide for the issuance of Notes in bearer as well as fully registered form; or (i) to provide for the consolidation of the Master Trust and the Issuer into a single Entity after the termination of all series of Investor Certificates (other than the Collateral Certificate); or (j) to make any other amendment that would not have an Adverse Effect. No supplemental indenture for the purposes identified in clauses (b), (c), (e) or (g) may be entered into if to do so would materially adversely affect the interest of the Holders of Notes 110 of any series, class or tranche. No supplemental indenture under this Section may be entered into except upon delivery of a Master Trust Tax Opinion and an Issuer Tax Opinion and notice thereof to the Rating Agencies. SECTION 1002. Supplemental Indentures with Consent of Noteholders. With written notification from each applicable Rating Agency that there will be no Ratings Effect and the consent of the Holders of not less than a majority in Outstanding Dollar Principal Amount of the Outstanding Notes of each series, class or tranche affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, when authorized by an Issuer's Certificate, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such series, class or tranche under this Indenture; provided, however, that no such supplemental indenture will, without the consent of the Holder of each Outstanding Note affected thereby, (a) change the scheduled payment date of any installment of interest on, or the Expected Principal Payment Date or Legal Maturity Date of, any Note; (b) reduce the Stated Principal Amount of, or the interest rate on, any Note; or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount, or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note; (c) reduce the amount of a Discount Note payable upon the occurrence of an Early Redemption Event or upon the acceleration of its Legal Maturity Date]; (d) impair the right to institute suit for the enforcement of any such payment on or after the Legal Maturity Date thereof; (e) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes of any series, class or tranche, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; 111 (f) modify any of the provisions of this Section or Section 718, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (g) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable terms document; (h) change the method of computing the amount of principal of, or interest on, any Note on any date; or (i) make any other amendment not permitted by Section 1001. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series, class or tranche of Notes, or which modifies the rights of the Holders of Notes of such series, class or tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series, class or tranche. No supplemental indenture under this Section may be entered into except upon delivery of a Master Trust Tax Opinion and an Issuer Tax Opinion and with written notification from each applicable Rating Agency that there will be no Ratings Effect. It will not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it will be sufficient if such Act will approve the substance thereof. SECTION 1003. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee will be entitled to receive, and (subject to Section 801) will be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee may, but will not (except to the extent required in the case of a supplemental indenture entered into under Section 1001(d) or 1001(f)) be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this 112 Indenture or otherwise. SECTION 1004. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture will be modified in accordance therewith, and such supplemental indenture will form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder will be bound thereby to the extent provided therein. SECTION 1005. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article will conform to the requirements of the TIA as then in effect. SECTION 1006. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and will if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer will so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes. SECTION 1007. Amendments to the Pooling and Servicing Agreement Without Consent. By their acceptance of a Note, the Noteholders acknowledge that the Banks and the Master Trust Trustee may amend the Pooling and Servicing Agreement and any supplement thereto without the consent of the Holders of any Investor Certificates (including the Issuer) or any Noteholder, so long as such amendment or supplement would not materially adversely affect the interest of the Holders of any Investor Certificates or Notes of any series, class or tranche. SECTION 1008. Amendments to the Pooling and Servicing Agreement With Consent. (a) With written notification from each applicable Rating Agency that there will be no Ratings Effect and the consent of the Holders of not less than 662/3% in Outstanding Dollar Principal Amount of the Outstanding series of Notes affected by such amendment or supplement, by act of said Holders delivered to the Master Trust Trustee, the Banks or the Master Trust Trustee may amend or supplement the Pooling and Servicing Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of the Investor Certificates under the Pooling and Servicing Agreement; provided, however, that no such 113 amendment or supplement will, (i) reduce the amount of, or delay the timing of, any distribution to be made to Investor Certificateholders or the amount available under any series enhancement without the consent of each affected Investor Certificateholder; (ii) change the definition or the manner of calculating the interest of any Investor Certificate without the consent of each affected Investor Certificateholder; (iii) reduce the percentage of Investor Certificateholders required to consent to any amendment without the consent of each Investor Certificateholder; or (iv) cause a Ratings Effect with reject to any series or class of Investor Certificates without the consent of Investor Certificateholders holding not less than 662/3% of the aggregate Outstanding Dollar principal Amount of that series or class. (b) For purposes of any vote or consent under the Pooling and Servicing Agreement (i) that requires the consent or vote of each Investor Certificateholder, each Noteholder will be treated as an Investor Certificateholder under the Pooling and Servicing Agreement; (ii) that requires the consent or vote of any series of Investor Certificates, each series of Notes will be treated as a series of Investor Certificates under the Pooling and Servicing Agreement; and (iii) that requires the consent or vote of any class of Investor Certificates, each class of Notes of a single issuance series and each subclass of Notes of a multiple issuance series will be treated as a class of Investor Certificates under the Pooling and Servicing Agreement. SECTION 1009. Amendments to the Trust Agreement Without Consent. Without the consent of the Holders of any Investor Certificates, the Issuer or any Noteholder the Banks or the Master Trust Trustee may amend the Trust Agreement so long as such amendment will not materially adversely affect the interests of the Investor Certificateholders or Noteholders and the 114 Rating Agencies confirm that the amendment will not cause a Ratings Effect. SECTION 1010. Amendments to the Trust Agreement With Consent. With written notification from each applicable Rating Agency that there will be no Ratings Effect and the consent of the Holders of not less than 662/3% in Outstanding Dollar Principal Amount of the Outstanding Investor Certificates affected by such amendment, by act of said Holders delivered to the Master Trust Trustee, the Banks or the Master Trust Trustee may amend the Trust Agreement for the purpose of adding, changing or eliminating any provisions of the Trust Agreement or of modifying the rights of those Investor Certificateholders. SECTION 1011. Tax Opinions. No amendment or supplement made pursuant to this Article may be entered into except upon delivery of a Master Trust Tax Opinion and an Issuer Tax Opinion and notice thereof to the Rating Agencies. SECTION 1012. Notice. If the Issuer, as holder of the Collateral Certificate for the benefit of the Noteholders, receives a request for a consent to any amendment, modification, waiver or supplement under this Indenture, Pooling and Servicing Agreement, Trust Agreement or other document contemplated herein, the Issuer shall forthwith send a notice of such proposed amendment, modification, waiver or supplement, to each Noteholder as of such date that is entitled to vote on a consent to such matter. The Issuer shall request from such Noteholders directions as to (i) whether or not the Issuer should take or refrain from taking any action which the holder of the Collateral Certificate has the option to direct, (ii) whether or not to give or execute any waivers, consents, amendments, modifications or supplements as a holder of such Collateral Certificate and (iii) how to vote the Collateral Certificate or the Noteholders of a series or tranche if a vote has been called for with respect thereto. Provided such a request for Noteholder direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of the Collateral Certificate, the Issuer Trustee shall vote or consent with respect to such Collateral Certificate the applicable series or tranche, as the case may be in the same proportion as the Notes were actually voted by Holders thereof as notified by such Noteholder to the Issuer Trustee at least to two Business Days before the Issuer Trustee takes such action or casts such vote or gives such consent. 115 ARTICLE XI Representations, Warranties and Covenants of Issuer SECTION 1101. Payment of Principal and Interest. With respect to each series, class or tranche of Notes, the Issuer will duly and punctually pay the principal of and interest on such Notes in accordance with their terms and this Indenture, and will duly comply with all the other terms, agreements and conditions contained in, or made in the Indenture for the benefit of, the Notes of such series, class or tranche. SECTION 1102. Maintenance of Office or Agency. The Issuer will maintain an office, agency or Paying Agent in each Place of Payment where Notes may be presented or surrendered for payment, where Notes may be surrendered for transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer will give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Issuer will fail to maintain such office or agency or will fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the principal Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. SECTION 1103. Money for Note Payments to be Held in Trust. If the Issuer will at any time act as its own Paying Agent for any series, class or tranche of Notes, it will, on or before each due date of the principal of or interest on, any of the Notes of such series, class or tranche, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums will be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure to act. Whenever the Issuer will have one or more Paying Agents for any series, class or tranche of Notes, it will, on or before each due date of the principal of or interest on, any Notes of such series, class or tranche, deposit with a Paying Agent a sum sufficient to pay the principal or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act. 116 The Issuer will cause each Paying Agent other than the Trustee for any series, class or tranche of Notes to execute and deliver to the Trustee an instrument in which such Paying Agent will agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (a) hold all sums held by it for the payment of principal of or interest on Notes of such series, class or tranche in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series, class or tranche) in the making of any such payment of principal or interest on the Notes of such series, class or tranche; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. (d) immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Internal Revenue Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series, class or tranche of Notes or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series, class or tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such money. 117 Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series, class or tranche and remaining unclaimed for two years after such principal or interest has become due and payable will be paid to the Issuer on Issuer Request, or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease. The Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer mail to the Holders of the Notes as to which the money to be repaid was held in trust, as their names and addresses appear in the Note Register, a notice that such funds remain unclaimed and that, after a date specified in the notice, which will not be less than 30 days from the date on which the notice was first mailed to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the trust formerly impressed upon it. The Issuer initially authorizes Citibank, N.A., to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons to act as Paying Agent in addition to or in place of the Trustee with respect to any series, class or tranche of Notes issued under this Indenture. SECTION 1104. Statement as to Compliance. The Issuer will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement signed by the Issuer, stating that (a) a review of the activities of the Issuer during such year and of the Issuer's performance under this Indenture and under the terms of the Notes has been made under his supervision; and (b) to the best of his knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture through such year, or, if there has been a default in the fulfillment of any such obligation (without regard to any period of grace or requirement of notice), specifying each such default known to him and the nature and status thereof. 118 SECTION 1105. Legal Existence. The Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence. SECTION 1106. Further Instruments and Acts. Upon request of the Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. SECTION 1107. Compliance with Laws. The Issuer will comply with the requirements of all applicable laws, the noncompliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes or this Indenture. SECTION 1108. Notice of Events of Default. The Issuer agrees to give the Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder and each default on the part of the Master Trust or the Banks of their respective obligations under the Pooling and Servicing Agreement (as amended and supplemented from time to time), the Collateral and any Derivative Counterparty. SECTION 1109. Certain Negative Covenants. The Issuer will not: (a) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts withheld in good faith from such payments under the Internal Revenue Code or other applicable tax law); (b) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby; (c) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien in favor of the Trustee created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof; or 119 (d) permit the lien in favor of the Trustee created by this Indenture not to constitute a valid first priority security interest in the Collateral; or (e) voluntarily dissolve or liquidate. SECTION 1110. No Other Business. The Issuer will not engage in any business other than financing, purchasing, owning, selling and managing the Collateral in the manner contemplated by this Indenture and the activities incidental thereto. SECTION 1111. No Borrowing. The Issuer will not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the Notes. ARTICLE XII Early Redemption of Notes SECTION 1201. Applicability of Article. Pursuant to the terms of this Article, the Issuer will redeem and pay, provided that funds are available, each affected series, class or tranche of Notes upon the occurrence of any Early Redemption Event. The following are "Early Redemption Events": (a) the occurrence of the Expected Principal Payment Date of any Note; (b) the occurrence of any Amortization Event as defined in the Pooling and Servicing Agreement; (c) mandatory prepayment of the entire Collateral Certificate resulting from a breach of a representation or warranty by the Banks under the Pooling and Servicing Agreement; (d) at any time a Payment Request with respect to a requested payment of Available Investor Principal Collections (as defined in the Series [ ]-00 Supplement) has been issued with respect to such series, class or tranche, the Portfolio Yield (as defined in the Pooling and Servicing Agreement) for any Due Period will be less than the 120 Weighted Average Interest Rates for all tranches of Notes as of the last day of such Due Period; (e) the amount of Surplus Finance Charge Collections averaged over any three consecutive Due Periods will be less than the Required Surplus Finance Charge Amount for the last of such three consecutive Due Periods; (f) the aggregate Outstanding Dollar Principal Amount of the Notes of the affected series is reduced to [ ]% or less of its Initial Dollar Principal Amount; (g) either Bank (unless otherwise required by any Requirements of Law) reduces the Periodic Rate Finance Charge (as defined in the Pooling and Servicing Agreement) applicable to any Account (as defined in the Pooling and Servicing Agreement) 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 (as defined in the Pooling and Servicing Agreement) being less than the sum of (i) the weighted average of (i) the Certificate Rates (as defined in the Pooling and Servicing Agreement) of each Outstanding Series (as defined in the Pooling and Servicing Agreement) (other than Series [ ]-00), and (ii) the Weighted Average Rate (as defined in the Series [ ]-00 Supplement), in each case as of such last day; and (ii) 6%; (h) with respect to any series, class or tranche of Notes, any event specified in the terms document for such series, class or tranche as applying to such series, class or tranche; or (i) if such series or tranche benefits from any Derivative Agreement, any applicable Derivative Counterparty will default on any payment obligation under the related Derivative Agreement and the continuance of such default for the period established in the related Derivative Agreement; (j) if such series or tranche benefits from any Derivative Agreement, and such 121 Derivative Agreement fails to be a Performing Derivative Agreement and such failure is continuing; or (k) if such series or tranche benefits from any Derivative Agreement, the occurrence of any default specified in the terms document for such series or tranche relating to the credit rating of the counterparty to such Derivative Agreement. SECTION 1202. Notice. Promptly after the occurrence of any Early Redemption Event, the Issuer will promptly notify the Trustee and the Rating Agencies of the identity, stated principal amount and Outstanding Dollar Principal Amount of the affected series, classes or tranches of Notes to be redeemed. Notice of redemption will promptly be given by first-class mail, postage prepaid to each Holder of Notes to be redeemed, at his address appearing in the Note Register. All notices of redemption will state (a) the date on which the redemption of the applicable series, classes or tranches of Notes pursuant to this Article will begin, (b) the redemption price for such series, classes or tranches of Notes, which will be the aggregate Outstanding Dollar Principal Amount of such series, classes or tranches plus accrued or accreted and unpaid interest (if any), and (c) the series, classes or tranches of Notes to be redeemed pursuant to this Article. SECTION 1203. Payment of Redemption Price. The redemption price of each tranche of Notes to be redeemed pursuant to this Article will be paid pursuant to Section 502(b). ARTICLE XIII Collateral SECTION 1301. Recording, Etc. The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Trustee for the benefit of the Noteholders and the Trustee to be prior to all other liens in respect of the Collateral, and the Issuer will take all actions necessary to obtain and maintain, in favor of the Trustee, for the benefit of the Noteholders and the Trustee, a first lien on and a first priority, perfected security interest in the Collateral. The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Managing Beneficiary and 122 delivered to the Issuer, and will take such other action necessary or advisable to: (a) grant a Security Interest more effectively in all or any portion of the Collateral; (b) maintain or preserve the Security Interest (and the priority thereof) in favor of the Trustee for the benefit of the Noteholders, applicable counterparties to Derivative Agreements and the Trustee created by this Indenture or carry out more effectively the purposes hereof; (c) perfect, publish notice of or protect validity of any grant made or to be made by this Indenture; (d) enforce the Collateral Certificate, the Derivative Agreements and each other instrument or agreement included in the Collateral; (e) preserve and defend title to the Collateral and the rights of the Trustee in such Collateral against the claims of all persons and parties; or (f) pay all taxes or assessments levied or assessed upon the Collateral when due. The Issuer will from time to time promptly pay and discharge all financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture, any amendments thereto and any other instruments of further assurance. The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument prepared by the Issuer pursuant to this Section but such designation will not impose a duty upon the Trustee to prepare such documents. SECTION 1302. Trust Indenture Act Requirements. The release of any Collateral, from the lien created by this Indenture or the release of, in whole or in part, such liens, will not be deemed to impair the Security Interests in contravention of the provisions hereof if and to the extent the Collateral or liens are released pursuant to the terms hereof. The Trustee and each of the Holders of the Notes acknowledge that a release of Collateral or liens strictly in accordance with the terms hereof will not be deemed for any purpose to be an impairment of the Security Interests in contravention of the terms of this Indenture. To the extent applicable, without 123 limitation, the Issuer and each other obligor on the Notes will cause TIA ss. 314(d) relating to the release of property or securities from the liens hereof to be complied with. Any certificate or opinion required by TIA ss. 314(d) may be made by an officer of the appropriate obligor, except in cases in which TIA ss. 314(d) requires that such certificate or opinion be made by an independent person. SECTION 1303. Suits To Protect the Collateral. Subject to the provisions of this Indenture, the Trustee will have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect their interests and the interests of the Trustee and the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interests or be prejudicial to the interests of the Holders of the Notes or the Trustee). No counterparties to a Derivative Agreement may direct the Trustee to enforce the Security Interest. Each counterparty's rights consist solely of the right to receive collections allocated for its benefit pursuant to Article V. SECTION 1304. Purchaser Protected. In no event will any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor will any purchaser or other transferee of any property or rights permitted by this Article to be sold be under any obligation to ascertain or inquire into the authority of the Issuer or any other obligor, as applicable, to make any such sale or other transfer. SECTION 1305. Powers Exercisable by Receiver or Trustee. In case the Collateral will be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article upon the Issuer or any other obligor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee will be deemed the equivalent of any similar instrument of the Issuer or any other obligor, as applicable, or of any officer or officers thereof 124 required by the provisions of this Article. SECTION 1306. Determinations Relating to Collateral. In the event (i) the Trustee will receive any written request from the Issuer or any other obligor for consent or approval with respect to any matter or thing relating to any Collateral or the Issuer's or any other obligor's obligations with respect thereto or (ii) there will be due to or from the Trustee under the provisions hereof any performance or the delivery of any instrument or (iii) the Trustee will become aware of any nonperformance by the Issuer or any other obligor of any covenant or any breach of any representation or warranty of the Issuer or any other obligor set forth in this Indenture, then, in each such event, the Trustee will be entitled to hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee, as the case may be, should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which will be reimbursed to the Agent and the Trustee pursuant to Section 807). The Trustee will be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by a majority of Holders of the Notes. SECTION 1307. Release of Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 807, the Trustee will, at the request of the Issuer or when otherwise required by the provisions of this Indenture, execute instruments to release property from the lien of this Indenture, or convey the Trustee's interest in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trustee as provided in this Article will be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds. (b) Upon delivery of an Issuer's Certificate certifying that the Issuer's obligations under this Indenture have been satisfied and discharged by complying with the provisions of this Article, the Trustee will (i) execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interests created by this Indenture and (ii) not to be deemed to hold the Security Interests for the benefit of the Trustee and the Holders of the Notes. (c) The Banks and the Noteholders will be entitled to receive at least 10 days written 125 notice when the Trustee proposes to take any action pursuant to Section 1307(a), accompanied by copies of any instruments involved, and the Trustee will also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Trustee in connection with any such action. SECTION 1308. Certain Actions by Trustee. Any action taken by the Trustee pursuant to this Article in respect of the release of Collateral will be taken by the Trustee as its interest in such Collateral may appear, and no provision of this Article is intended to, or will, excuse compliance with any provision hereof. SECTION 1309. Opinions as to Collateral. (a) On the Effective Date, the Issuer will furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Trustee, for the benefit of the Trustee, created by this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before [ ] in each calendar year, beginning in 2000, the Issuer will furnish to the Trustee an Opinion of Counsel with respect to each Uniform Commercial Code financing statement which has been filed by the Issuer either stating that, (i) in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the first priority lien and security interest created by this Indenture and reciting the details of such action or (ii) in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel will also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be 126 required to maintain the lien and security interest of this Indenture until [ ] in the following calendar year. SECTION 1310. Delegation of Duties. The Issuer may contract with or appoint other Persons (including the Banks and their affiliates) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Trustee in an Issuer's Certificate will be deemed to be action taken by the Issuer. ARTICLE XIV Miscellaneous SECTION 1401. No Petition. The Trustee, by entering into this Indenture, each Derivative Counterparty, by designating that the obligations of the Issuer pursuant to the applicable Derivative Agreement are secured by the Collateral, each Noteholder, by accepting a Note, agrees that it will not at any time institute against the Banks or the Issuer, or join in any institution against the Banks or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any Derivative Agreement. SECTION 1402. Trust Obligations. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Issuer Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Issuer Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Issuer Trustee or of any successor or assign of the Issuer Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Issuer Trustee has no such obligations in its individual capacity) and except that any such partner, owner or beneficiary will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. 127 SECTION 1403. Limitations on Liability. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by the Issuer Trustee not individually or personally but solely as Issuer Trustee, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Issuer Trustee but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained will be construed as creating any liability on the Issuer Trustee individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Indenture and by any person claiming by, through or under them and (d) under no circumstances will the Issuer Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any related documents. SECTION 1404. Notes Treated as Debt. The Issuer and the Noteholders agree that the Notes are intended to be debt of the Banks for federal, State and local income and franchise tax purposes and agree to treat the Notes accordingly for all such purposes, unless otherwise required by a taxing authority. SECTION 1405. Actions Taken by the Issuer. Any and all actions that are to be taken by the Issuer will be taken by either the Managing Beneficiary or the Issuer Trustee on behalf of the Issuer. IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. CITIBANK CREDIT CARD ISSUANCE TRUST, by [ ], as Issuer Trustee and not in its individual capacity by: --------------------------------- 128 Name: Title: Attest: - ------------------------ [BANKERS TRUST COMPANY], as Trustee and not in its individual capacity by: ---------------------------------- Name: Title: Attest: - ------------------------ 129 STATE OF DELAWARE ) ) ss: COUNTY OF CASTLE ) On [ ], [ ], before me personally came , to me known, who, being by me duly sworn, did depose and say that he resides at ; that he is of Citibank Credit Card Issuance Trust, one of the parties described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to that instrument is such corporate seal; that it was affixed by authority of the board of directors of the corporation; and that he signed his name thereto by like authority. --------------------------------- Name - ---------------------- [Notarial Seal] STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) On [ ], [ ], before me personally came , to me known, who, being by me duly sworn, did depose and say that he resides at ; that he is of [Indenture Trustee Name], one of the parties described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to that instrument is such corporate seal; that it was affixed by authority of the board of directors of the corporation; and that he signed his name thereto by like authority. ---------------------------------- Name - -------------------- [Notarial Seal] EXHIBIT A [FORM OF] PAYMENT REQUEST From: Citibank (South Dakota), N.A., as Series [ ] Certificate Representative under the Series [ ] Supplement and as Managing Beneficiary of the Citibank Credit Card Issuance Trust To: Citibank (South Dakota), N.A., as Servicer under Citibank Credit Card Master Trust I Date: Citibank Credit Card Master Trust I Series [ ] Certificate Due Period ending [ ], 20__ [Reference is made to the Series [ ] Supplement, dated as of [ ] (the "Series [ ] Supplement"), among [ ], and Indenture, dated as of [ ] (the "Indenture"), among [ ]. Terms used herein have the meanings provided in the Series [ ] Supplement or the Indenture, as applicable. The Series [ ] Representative requests the following payments with respect to the Series [ ] Certificate be made on the following dates: A. Allocations of Investor Finance Charge Collections available pursuant to Section 4.02(a)(iii) of the Series [ ] Supplement. 1. Required pursuant to Section 501(a) of the Indenture (to pay accrued and unpaid costs, expenses and fees of the Trustee pursuant to Section 807 of the Indenture, to be paid as soon as practicable after the end of the applicable Due Period)..................................................$________ 2. Required pursuant to Section 501(b) of the Indenture (to make the targeted deposits to the Interest Funding Account pursuant to Section 503 of the Indenture, to be paid on the applicable Interest Deposit Date) Tranche Interest Deposit Date Amount $ $ $ $ $ Total................................$________ 3. Required pursuant to Section 501(c) of the Indenture (to make the targeted deposits to the Class C Reserve Account pursuant to Section 517 of the Indenture, on the applicable Monthly Interest Date Tranche Monthly Interest Date Amount ------- --------------------- ------ $ $ $ $ $ Total.................................$________ 4. Required pursuant to Section 501(d) of the Indenture (to make the targeted reinvestment in the Invested Amount of the Series [ ] Certificate pursuant to Section 519(a) of the Indenture, to be paid to the Servicer as soon as practicable after the end of the applicable Due Period).....................$________ 5. Balance of the Investor Finance Charge Collections available pursuant to Section 4.02(a)(iii) of the Series [ ] Supplement to be paid to the Issuer as soon as practicable after the end of the applicable Due Period.....................................$________ B. Allocations of Available Investor Principal Collections available pursuant to Section 4.02(b)(ii) of the Series [ ] Supplement. 1. Required pursuant to Section 502(a) of the Indenture (to fund deficiencies in the amounts to be paid pursuant to Items A1 and A2, subject to the limitations set forth in the Indenture, to be paid on the applicable Interest Deposit Date) Tranche Interest Deposit Date Amount ------- --------------------- ------ $ $ $ $ $ Total.................................$________ 2. Required pursuant to Section 502(b) of the Indenture (to make the targeted deposits to the Principal Funding Account pursuant to Section 508 of the Indenture, to be paid on the applicable Principal Deposit Date) 2 Tranche Principal Deposit Date Amount ------- ---------------------- ------ $ $ $ $ $ Total.................................$________ 3. Balance of the Available Investor Principal Collections available pursuant to Section 4.02(b)(ii) of the Series [ ] Supplement to be paid to the Servicer to be reinvested in the Invested Amount of the Series [ ] Certificate as soon as practicable after the end of the applicable Due Period.....................................$________ CITIBANK CREDIT CARD ISSUANCE TRUST, as Issuer By: CITIBANK (SOUTH DAKOTA), N.A., as Managing Beneficiary By: Name: Title: 3 EXHIBIT B [FORM OF] MONTHLY COMPUTATION STATEMENT Date: Citibank Credit Card Master Trust I Series [ ] Certificate Due Period ending [ ], 20__ Reference is made to the Series [ ] Supplement, dated as of [ ] (the "Series [ ] Supplement"), among [ ], and Indenture, dated as of [ ] (the "Indenture"), among [ ]. Terms used herein have the meanings provided in the Series [ ] Supplement or the Indenture, as applicable. The computations of the Series [ ] Invested Amount, the Series Adjusted Invested Amount for Series [ ], the Nominal Liquidation Amount, the principal amount of the Series [ ] Certificate, and as of the end of the Due Period ending [ ], 20__ (the "applicable Due Period"), are as follows: A. Increases in the components of the Series [ ] Invested Amount, the Series Adjusted Invested Amount for Series [ ] and the principal amount of the Series [ ] Certificate, as of the end of the applicable Due Period 1. The cumulative sum of the Initial Dollar Principal Amount of each tranche of Notes as of the end of the applicable Due Period pursuant to Section 5.01(a)(i) of the Series [ ] Supplement and clause (a) of the definition of "Nominal Liquidation Amount" in the Indenture From all prior Due Periods..............$________ From the applicable Due Period..........$________ Total....................................................$________ 2(a). The cumulative sum of accretions of interest on Discount Notes targeted to be deposited (whether or not actually deposited and paid to by the Issuer to the Servicer) for reinvestment in the Series [ ] Invested Amount pursuant to Section 5.01(a)(ii)(A) of the Series [ ] Supplement and Section 519(a) of the Indenture From all prior Due Periods..............$________ From the applicable Due Period..........$________ Total.....................................................$________ 2(b). The cumulative sum of accretions of interest on Discount Notes paid by the Issuer to the Master Trust for reinvestment in the Series [ ] Invested Amount pursuant to Section 5.01(a)(ii)(B) of the Series [ ] Supplement and Sections 507(b) of the Indenture From all prior Due Periods...............$________ From the applicable Due Period...........$________ Total......................................................$________ 3. The cumulative sum of reinvestments from releases of prefunding amounts paid to by the Issuer to the Servicer for reinvestment in the Series [ ] Invested Amount pursuant to Section 5.01(a)(iii) of the Series [ ] Supplement and Sections 511(d) and 519(b) of the Indenture From all prior Due Periods...............$________ From the applicable Due Period...........$________ Total.......................................................$________ 4. The cumulative sum of reimbursements of Investor Charge-Offs paid by the Issuer to the Servicer for reinvestment in the Series [ ] Invested Amount pursuant to Section 5.01(a)(iv) of the Series [ ] Supplement and Section 519(c) of the Indenture From all prior Due Periods...............$________ From the applicable Due Period...........$________ Total........................................................$________ SUBTOTAL: All amounts paid by the Issuer to the Master Trust (Sum of Items A1, A2(b), A3 and A4)......................................$________ 5. The cumulative sum any reimbursements of Investor Charge-Offs made pursuant to Section 5.01(a)(v) of the Series [ ] Supplement From all prior Due Periods...............$________ From the applicable Due Period...........$________ Total........................................................$________ B. Decreases in the components of the Series [ ] Invested Amount, the Series Adjusted Invested Amount for Series [ ], and the principal amount of the Series [ ] Certificate as of the end of the applicable Due Period 1. The cumulative sum of all payments of principal collections paid to the Issuer pursuant to Section 4.02(b)(ii) or Section 4.02(c)(ii) of the Series Supplement which are reallocated pursuant to Section 5.01(b)(ii)(A) of the Series [ ] Supplement or Section 502(b)(i) the Indenture to pay interest on the Notes From all prior Due Periods................$________ 2 From the applicable Due Period............$________ Total.......................................................$________ 2(a). The cumulative sum of all payments of principal collections paid to the Issuer (other than those referred to in item B(1) above) on deposit in Principal Funding Account or have been withdrawn from the Principal Funding Account pursuant to Section 511(a), (b) or (c) of the Indenture From all prior Due Periods................$________ From the applicable Due Period............$________ Total........................................................$________ SUBTOTAL All payments of principal collections by the Master Trust to the Issuer (Sum of Items B1 and B2(a))................................$________ 2(b). With respect to all tranches of Notes with a Nominal Liquidation Amount of zero, the cumulative sum of all payments of principal collections to the Issuer (other than those referred to in item B(1) above) on deposit in Principal Funding Account or withdrawn from the Principal Funding Account pursuant to Section 511(a), (b) or (c) of the Indenture From all prior Due Periods................$________ From the applicable Due Period............$________ Total........................................................$________ 3. Nominal Liquidation Amount of accelerated Class C Notes which cease to be Outstanding pursuant Section [ ] of the Indenture after a sale of credit card receivables pursuant to Section 7.03 of the Series [ ] Supplement and Section 708 of the Indenture From all prior Due Periods................$________ From the applicable Due Period............$________ Total........................................................$________ 4. Nominal Liquidation Amount of tranches of Notes which have reached their Legal Maturity Dates and which cease to be Outstanding after a sale of credit card receivables pursuant to Section 703 of the Series [ ] Supplement and Section 522 of the Indenture From all prior Due Periods................$________ From the applicable Due Period............$________ 3 Total........................................................$________ 5. Investor Charge-Offs allocated to the Series [ ] Certificate pursuant to Sections 4.03 and 5.01(b)(v) of the Series [ ] Supplement and clause (b)(vi) of the definition of Nominal Liquidation Amount in the Indenture From all prior Due Periods..................$________ From the applicable Due Period..............$________ Total........................................................$________ C. Series [ ] Invested Amount and aggregate Nominal Liquidation Amount of the Notes (sum of Items A1, A2(b), A3, A4 and A5, less Items B1, B2(a), B3, B4 and B5)....................................................$________ D. Series Adjusted Invested Amount for Series [ ] (sum of Items A1, A2(b), A3, A4 and A5, less Items B1, B2(b), B3, B4 and B5)...............$________ E. 1. Principal amount of the Series [ ] Certificate and aggregate Adjusted Outstanding Principal Amount of the Notes (sum of Items A1, A2(a) and A3, less Item B2)*.......................................$________ 2. Aggregate amount on deposit in the Principal Funding Account......................................................$________ 3. Aggregate Outstanding Dollar Principal Amount of the Notes (sum of Items E1 and E2).............................................$________ CITIBANK (SOUTH DAKOTA), N.A., Servicer of Citibank Credit Card Master Trust I, By: Name: Title: CITIBANK CREDIT CARD ISSUANCE TRUST, as Issuer By: CITIBANK (SOUTH DAKOTA), N.A., as Managing Beneficiary By: Name: Title: - --------------------------- * But subject to Section 5.01(c) of the Series [ ] Supplement. 4 EXHIBIT C [FORM OF] ISSUER'S REPORT From: Citibank (South Dakota), N.A., as Managing Beneficiary of the Citibank Credit Card Issuance Trust To: [Rating Agencies] Date: Citibank Credit Card Master Trust I Due Period ending [ ], 20__ Reference is made to Indenture, dated as of [ ] (the "Indenture"), among [ ]. Terms used herein have the meanings provided in the Indenture. The following computations are as of the end of the Due Period ending [ ], 20__ (the "applicable Due Period"), as follows, after giving effect to all deposits, allocations, reallocations and payments to be made under the Indenture in the month after the end of the applicable Due Period. A. Interest to be paid on next Interest Payment Date following the end of the applicable Due Period
Amount of Interest Rate interest due on Basis and next Interest Next Interest Series, Class, Tranche Interest Rate Period Payment Date Payment Date [Fixed] [__- month LIBOR plus ____ ]
B. Targeted deposits to Interest Funding sub-Accounts Targeted Actual Deposit to Deposit to Interest Interest Funding Funding sub-Account sub-Account Shortfall Series, for for from Shortfall Class, Applicable Applicable applicable from earlier Cumulative Tranche Due Period Due Period Due Period Due Periods Shortfall C. Targeted deposits to Class C Reserve sub-Accounts Targeted Actual Deposit to Deposit to Class C Class C Reserve Reserve sub-Account sub-Account Shortfall Shortfall Series, for for from from Class, Applicable Applicable applicable earlier Cumulative Tranche Due Period Due Period Due Period Due Periods Shortfall D. Targeted deposits to Principal Funding sub-Accounts Targeted Actual Deposit to Deposit to Principal Principal Funding Funding sub-Account sub-Account Shortfall Shortfall Series, for for from from Class, Applicable Applicable applicable earlier Cumulative Tranche Due Period Due Period Due Period Due Periods Shortfall 2 E. Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount*
[Series, Class, Tranche] Changes after giving effect to all deposits, allocations, payments and reallocations after end of applicable Due Period Increases Decreases from other from other sources sources (Nominal (Nominal Increases Liquidation Liquidation from Amount Decreases Amount Balance As of end of accretion only) -- see from only) -- see after giving applicable (Discount) Note 1 payments Note 2 effect to Due Period Notes Only) below of principal below changes Stated Principal Amount Outstanding Dollar Principal Amount Nominal Liquidation Amount (plus Amounts on deposit in applicable Principal Funding sub-Account) Note 1: [Explain any increases in the Nominal Liquidation Amount from reimbursements of earlier reductions.] Note 2: [Explain any decreases in the Nominal Liquidation Amount from allocation of Investor Charge-Offs or reallocations of Principal Collections to pay interest on a senior class, etc.]
CITIBANK CREDIT CARD ISSUANCE TRUST, as Issuer By: CITIBANK (SOUTH DAKOTA), N.A., as Managing Beneficiary By: Name: Title: - ----------------- * Repeat table for each Series, class and tranche of Notes. 3 EX-4.2 3 SERIES SUPPLEMENT Exhibit 4.2 - ------------------------------------------------------------------------------- CITIBANK (SOUTH DAKOTA), N.A., Seller and Servicer, CITIBANK (NEVADA), NATIONAL ASSOCIATION, Seller, and BANKERS TRUST COMPANY, Trustee on behalf of the Certificateholders SERIES [ ] SUPPLEMENT Dated as of [ ], [ ] to POOLING AND SERVICING AGREEMENT Dated as of May 29, 1991 CITIBANK CREDIT CARD MASTER TRUST I SERIES [ ] - ------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I Creation of the Series [ ] 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"............................................9 ARTICLE III Servicer and Trustee Section 3.01. Servicing Compensation......................................9 Section 3.02. Trustee Appointment of Agents..............................10 ARTICLE IV Rights of Series [ ] Certificateholders and Allocation and Application of Collections Section 4.01. Allocations................................................10 Section 4.02. Application of Investor Finance Charge Collections, Available Investor Principal Collections and Series [ ] Excess Principal Collections......................................11 Section 4.03. Investor Charge-Offs.......................................13 i Page ARTICLE V Definitions of Series Invested Amount, Series Adjusted Invested Amount, Principal Amount; Payment Requests, Principal Funding sub-Account Shortfall Section 5.01. Definitions of Series Invested Amount, Series Adjusted Invested Amount and Principal Amount.....................................................14 Section 5.02. Payment Request............................................16 Section 5.03. Finance Charges Allocable to Segregated Sellers' Interest..........................................16 ARTICLE VI Distributions and Reports to Series [ ] Certificateholders Section 6.01. Distributions..............................................17 Section 6.02. Monthly Performance Statement and Monthly Servicer's Certificate.....................................17 Section 6.03. Monthly Computation Statement..............................17 ARTICLE VII Final Distributions; Sale of Credit Card Receivables Section 7.01. Sale of Certificateholders' Interest Pursuant to Section 2.06 or 10.01 of the Agreement..................17 Section 7.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement..............................18 Section 7.03. Sale of Credit Card Receivables............................19 ARTICLE IX Miscellaneous Provisions Section 8.01. Ratification of Agreement..................................20 Section 8.02. Counterparts...............................................20 Section 8.03. Governing Law..............................................20 Section 8.04. Construction of Agreement..................................20 Section 8.05. Excluded Series............................................20 ii EXHIBITS Exhibit A Form of Payment Request Exhibit B Form of Monthly Performance Statement Exhibit C Form of Monthly Servicer's Certificate Exhibit D Form of Monthly Computation Statement Exhibit E Form of Credit Card Participation Certificate iii SERIES [ ] SUPPLEMENT dated as of [ ], [ ], 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 Certificates constituting Investor Certificates and specify the Principal Terms thereof. ARTICLE I Creation of the Series [ ] 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 [ ]". Such Investor Certificates shall be issued in one Class and shall be known as the "Series [ ] Credit Card Participation Certificates" or the "Series [ ] Certificates" and shall be substantially in the form of Exhibit E. (b) Series [ ] shall be included in Group Two. Notwithstanding any provision in the Agreement or in this Series Supplement, the first Distribution Date with respect to Series [ ] shall be the [ ] [ ] Distribution Date. Series [ ] shall be an Excluded Series to the extent specified in Section 8.05. (c) If any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Series Supplement shall govern. 1 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. "Allocable Defaulted Amount" shall mean, with respect to any Due Period, an amount equal to the product of (a) the Series [ ] Allocation Percentage with respect to such Due Period, (b) the Floating Allocation Percentage with respect to such Due Period and (c) the Defaulted Amount with respect to such Due Period. "Allocable Finance Charge Collections" shall mean, with respect to any Due Period, the product of (a) the Series [ ] Allocation Percentage for such Due Period and (b) the aggregate amount of Collections in respect of Finance Charge Receivables relating to such Due Period. "Allocable Miscellaneous Payments" shall mean, with respect to any Distribution Date, the product of (a) the Series [ ] 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 Due Period, the product of (a) the Series [ ] Allocation Percentage for such Due Period and (b) the aggregate amount of Collections in respect of Principal Receivables relating to such Due Period. "Available Investor Principal Collections" shall mean, with respect to any Due Period, the sum of (a) an amount equal to Investor Principal Collections for such Due Period, plus (b) Allocable Miscellaneous Payments on deposit in the Collection Account for such Due Period, plus (c) Series [ ] Excess Principal Collections on deposit in the Collection Account for such Due Period, plus (d) Subordinated Series Reallocated Principal Collections on deposit in the Collection Account for such Due Period, plus (e) the Reassignment Amount. "Closing Date" shall mean [ ], [ ]. "Cut-Off Date" shall mean [ ], [ ]. "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). 2 "Distribution Date" shall mean the seventh day of each calendar month, or if the seventh day is not a Business Day, the next succeeding Business Day, commencing [ ], [ ]. "Duff & Phelps" shall mean Duff & Phelps Credit Rating Co. and its successors. "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 [ ] is deemed to have occurred, and ending upon the earlier to occur of (i) the payment in full to the Series [ ] Certificateholders of the Series [ ] Invested Amount, and (ii) the Termination Date. "Fitch" shall mean Fitch IBCA, Inc. and its successors. "Floating Allocation Percentage" shall mean, with respect to any Due Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the highest Series [ ] Invested Amount during 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 [ ] Allocation Percentage with respect to the Due Period in respect of which the Floating Allocation Percentage is being determined; provided, however, that, with respect to the first Due Period, the Floating Allocation Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the highest Series [ ] Invested Amount during such first Due Period and the denominator of which is the product of (x) the total amount of Principal Receivables in the Trust on the Cut-Off Date and (y) the Series [ ] Allocation Percentage with respect to the CutOff 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. "Group Two" shall mean Series [ ] and each other Series specified in the related Supplement to be included in Group Two. "Indenture" shall mean the Indenture, dated as of [ ], [ ], between Citibank Credit Card Issuance Trust, as Issuer, and Bankers Trust Company, as Trustee, as amended and supplemented from time to time. "Initial Dollar Principal Amount" shall have the meaning specified in the Indenture. 3 "Interest Deposit Date" shall mean, with respect to any Due Period, each date on which any portion of the Targeted Interest Deposit Amount is to be deposited. "Investor Charge-Offs" shall have the meaning specified in Section 4.03. "Investor Finance Charge Collections" shall mean, with respect to any Due Period, an amount equal to (a) the product of (i) the Floating Allocation Percentage for such 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 such Period. "Investor Principal Collections" shall mean, with respect to any Due Period, the Principal Allocation Percentage of Allocable Principal Collections deposited in the Collection Account for such Due Period (or any partial Due Period which occurs as the first Due Period during the Early Amortization Period). "Monthly Computation Statement" shall mean a statement substantially in the form of Exhibit D. "Moody's" shall mean Moody's Investors Service, Inc. and its successors. "Net Servicing Fee Rate" shall mean (a) so long as Citibank (South Dakota) or an Affiliate of Citibank (South Dakota) is the Servicer, 0.37% per annum and (b) if Citibank (South Dakota) or an Affiliate of Citibank (South Dakota) is no longer the Servicer, 0.77% per annum. "Outstanding" shall have the meaning specified in the Indenture. "Payment Request" shall mean a statement substantially in the form of Exhibit A. "Principal Allocation Percentage" shall mean, with respect to any Due Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Series Adjusted Invested Amount as of the last day of such Due Period and the denominator of which is the product of (a) the total amount of Principal Receivables in the Trust as of the last day of the immediately preceding Due Period and (b) the Series [ ] Allocation Percentage with respect to the Due Period in respect of which the Principal Allocation Percentage is being determined; provided, however, that, with respect to any Due Period in which a Lump Addition occurs or a removal of Accounts pursuant to Section 2.10 of the Agreement occurs, the amount referred to in clause (a) shall be the weighted average of the amount of Principal Receivables in the Trust on the date on which such Lump Addition or removal of Accounts occurs (after giving 4 effect thereto) and the last day of the immediately preceding Due Period. "Principal Deposit Date" shall mean, with respect to any Due Period, each date on which any portion of the Targeted Principal Deposit Amount is to be deposited. "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 (a) the Series [ ] Invested Amount on such Distribution Date, (b) the Targeted Interest Deposit Amount required to be deposited on each Interest Deposit Date with respect to the immediately preceding Due Period, (c) any Targeted Interest Deposit Amount due and not yet deposited from any prior Interest Deposit Dates and (d) any other fees and expenses of the Issuer relating to the issuance of Notes. "Receivables Sale Proceeds" shall mean [ ]. "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 close of business on the day the Early Amortization Period commences. "Segregated Sellers' Interest" shall mean a dollar amount of Sellers' Interest designated from time to time by the Series [ ] Certificate Representative to the Servicer, as notified to the Servicer pursuant to Section 506 of the Indenture. "Sellers' Percentage" shall mean 100% minus (a) the Floating Allocation Percentage, when used with respect to Finance Charge Receivables and Defaulted Receivables, and (b) the Principal Allocation Percentage, when used with respect to Principal Receivables. "Series Adjusted Invested Amount" shall have the meaning specified in Section 5.01(a). "Series [ ]" or "Series [ ] Certificates" shall mean any investor certificate in the Master Trust created by this Series Supplement. "Series [ ] Allocation Percentage" shall mean, with respect to any Due Period, the Series Allocation Percentage with respect to Series [ ] for such Due Period. "Series [ ] Certificateholders" shall mean the Holders of Series [ ] Certificates. "Series [ ] Certificateholders' Interest" shall mean that portion of the Certificateholders' Interest evidenced by the Series [ ] Certificates. 5 "Series [ ] Certificate Representative" shall mean (a) if there is one Holder of the Series [ ] Certificates, such Holder or the designee of such Holder, and (b) if there is more than one Holder of the Series [ ] Certificates, the designee of the Holders of a majority of the outstanding principal balance of the Series [ ] Certificates. "Series [ ] Default Amount" shall mean, with respect to any Due Period, an amount equal to the Allocable Defaulted Amount for such Due Period. "Series [ ] Excess Principal Collections" shall mean, with respect to any Due Period, an amount equal to the Series [ ] Principal Shortfall for such Due Period; provided, however, that if the aggregate amount of Excess Principal Collections for all Series for such Due Period is less than the aggregate amount of Principal Shortfalls for all Series for such Due Period, then Series [ ] Excess Principal Collections for such Due Period shall equal the product of (x) Excess Principal Collections for all Series for such Due Period and (y) a fraction, the numerator of which is the Series [ ] Principal Shortfall for such Due Period and the denominator of which is the aggregate amount of Principal Shortfalls for all Series for such Due Period. "Series [ ] Invested Amount" shall have the meaning specified in Section 5.01(a). "Series [ ] Monthly Servicing Fee" shall have the meaning specified in Section 3.01. "Series [ ] Principal Shortfall" shall equal (a) for any Due Period with respect to the Revolving Period, the excess of (i) the Targeted Principal Deposit Amount for such Due Period (plus any Targeted Principal Deposit Amount from prior Due Periods for which no deposit was made) over (ii) Available Investor Principal Collections for such Due Period (excluding any portion thereof attributable to Series [ ] Excess Principal Collections); and (b) for any Due Period with respect to the Early Amortization Period, the excess of (i) the Series [ ] Invested Amount over (ii) Available Investor Principal Collections for such Due Period (excluding any portion thereof attributable to Series [ ] Excess Principal Collections). "Series Supplement" shall mean this Series Supplement as amended and supplemented from time to time. "Servicer Interchange" shall mean, for any Due Period, the product of (a) the Floating Allocation Percentage for such Due 6 Period and (b) the portion of Allocable Finance Charge Collections deposited in the Collection Account for such Due Period that is attributable to Interchange; provided, however, that Servicer Interchange for a Due Period shall not exceed one-twelfth of the product of (i) the Series [ ] Allocable Invested Amount as of the last day of the preceding Due Period and (ii) 1.50%. "Servicing Fee" shall have the meaning specified in Section 3.01. "Servicing Fee Rate" shall mean 2.27% per annum. "Standard & Poor's" shall mean Standard & Poor's Ratings Services and its successors. "Subordinated Series" shall mean any Series which, pursuant to the terms of the related Supplement, is subordinated in any manner to the Series [ ] Certificates. "Subordinated Series Reallocated Principal Collections" shall mean, with respect to any Due Period, that portion of Collections of Principal Receivables allocable to a Subordinated Series which, pursuant to the terms of the related Supplement, are to be reallocated to Series [ ] and treated as a portion of Available Investor Principal Collections for such Due Period. "Targeted Interest Deposit Amount" shall mean, for any tranche with respect to any Due Period, the dollar amount equal to all amounts targeted to be deposited into the applicable Interest Funding sub-Account for each tranche on the applicable Interest Deposit Date for each tranche following the end of such Due Period, as notified to the Servicer pursuant to a Payment Request. "Targeted Principal Deposit Amount" shall mean, for any tranche with respect to any Due Period, the dollar amount equal to all amounts targeted to be deposited into the applicable Principal Funding sub-Account for each tranche on the applicable Principal Deposit Date for each tranche following the end of such Due Period, as notified to the Servicer pursuant to a Payment Request. "Termination Date" shall mean the [ ] 2020 Distribution Date, as such date may be extended from time to time by notice from the Series [ ] Certificateholders to the Trustee, and upon the issuance of a Master Trust and Issuer Tax Opinion and upon satisfaction of the Rating Agency Condition. "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 [ ]. 7 (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 [ ] with respect to any action, that such action will (i) at the time of its occurrence or at any future date result in the occurrence of an Amortization Event, or (ii) adversely affect the amount of funds available to be distributed to the Series [ ] Certificateholders pursuant to this Series Supplement or the timing of such distributions. (c) As used in this Series Supplement and in the Agreement with respect to Series [ ], "highest investment category" shall mean (i) in the case of Standard & Poor's, A-1+ or AAA, as applicable, (ii) in the case of Moody's, P-1 or Aaa, as applicable, (iii) in the case of Duff & Phelps, D-1+ or AAA, as applicable, and (iv) in the case of Fitch, F-1+ or AAA, as applicable. If at any time before the Series [ ] Invested Amount is paid in full there is no longer a Series or Class of Investor Certificates rated in the highest category by both Standard & Poor's and Moody's, then the term "Rating Agency Condition" for all purposes of this Series Supplement and the Agreement shall be deemed to include the additional requirement that the Series [ ] Certificate Representative shall have consented to such action (which consent shall not be unreasonably withheld). (d) All capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Agreement, or in the Indenture, as the case may be. (e) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Series Supplement shall refer to this Series Supplement as a whole and not to any particular provision of this Series Supplement; references to any Article, Section or Exhibit are references to Articles, Sections and Exhibits in or to this Series Supplement unless otherwise specified; and the term "including" means "including without limitation". (f) Notwithstanding any provision of the Agreement or this Series Supplement, the term "Eligible Institution", when used in the Agreement with respect to Series [ ] 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 8 or (y) a certificate of deposit rating of A-1+ by Standard & Poor's. 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", when used in the Agreement or this Series Supplement with respect to Series [ ], shall have the meaning provided in Section 5.01(a). (b) Each of the Sellers hereby represents and warrants to the Trustee as of the date of this Series Supplement that, on or before the date of this Series Supplement, the conditions set forth in Section 13.01(a) of the Agreement have been satisfied with respect to the amendment set forth in Section 2.02(a). ARTICLE III Servicer and Trustee Section 3.01. Servicing Compensation. A monthly servicing fee (the "Servicing Fee") shall be payable to the Servicer, in arrears, on each Distribution Date in respect of the prior Due Period (or portion thereof) occurring before the earlier of the first Distribution Date following the Termination Date and the first Distribution Date on which the Series [ ] Invested Amount is zero, in the aggregate amount specified below. On each Distribution Date, Servicer Interchange with respect to the related Due Period that is on deposit in the Collection Account shall be withdrawn from the Collection Account and paid to the Servicer in payment of a portion of the Servicing Fee payable by the Series [ ] Certificateholders with respect to such Due Period. The share of the Servicing Fee allocable to the Series [ ] Certificateholders (after giving effect to the distribution of Servicer Interchange, if any, to the Servicer) with respect to any Distribution Date (the "Series [ ] Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the Series [ ] Invested Amount as of the last day of the Due Period second preceding such Distribution Date; provided, however, with respect to the first Distribution Date, the Series [ ] Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Series [ ] 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. 9 On each Distribution Date, the Banks 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 [ ] Allocation Percentage for the related Due Period. In no event shall the Trust, the Trustee or the Series [ ] Certificateholders be liable for the share of the Servicing Fee to be paid by the Banks. The (i) Series [ ] Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution pursuant to Section 4.02(a)(i). 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 [ ]; 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 [ ]. ARTICLE IV Rights of Series [ ] 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 [ ] pursuant to Article IV of the Agreement shall be allocated and distributed or reallocated as set forth in this Article. (b) Payments to the Sellers. (i) The Servicer shall withdraw from the Collection Account and pay to the Sellers on each Deposit Date the following amounts: (A) an amount equal to the Sellers' Percentage for the related Due Period of Allocable Finance Charge Collections, minus, (1) if Citibank (South Dakota) or an Affiliate of Citibank (South Dakota) is no longer the Servicer, the portion of the Servicing Fee with respect to the related Due Period that is required to be paid by the Banks (which shall be withdrawn from the Collection Account and paid to the Servicer on the related Distribution Date) and (2) an amount 10 equal to the lesser of the amounts referred to in Section 5.03(a) and Section 5.03(b); and (B) an amount equal to the Sellers' Percentage for the related Due Period of Allocable Principal Collections, if the Sellers' Participation Amount (determined after giving effect to any Principal Receivables transferred to the Trust on such Deposit Date) exceeds zero. (ii) The Servicer shall withdraw from the Collection Account and pay to the Sellers on the Distribution Date with respect to each Due Period, an amount equal to the Finance Charge Collections allocable to the Segregated Sellers' Interest for any prior Due Period which have not been paid to the Series [ ] Certificateholders pursuant to Section 5.03 with respect to such prior Due Period; and (iii) 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 [ ] Certificateholders' Interest pursuant to Section 7.01 and proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 7.03 hereof or Section 9.02 or 12.02 of the Agreement. Section 4.02. Application of Investor Finance Charge Collections, Available Investor Principal Collections and Series [ ] Excess Principal Collections. The Servicer shall allocate (if Citibank (South Dakota) is the Servicer and the Collection Account is maintained with Citibank (South Dakota)) or shall cause the Trustee to allocate, with respect to each Due Period, Investor Finance Charge Collections, Available Investor Principal Collections and Series [ ] Excess Principal Collections on deposit in the Collection Account with respect to such Due Period, to make the following payments and distributions: (a) With respect to each Due Period, an amount equal to the Investor Finance Charge Collections with respect to such Due Period will be allocated and distributed in the following priority; provided, however, that if the funds on deposit in the Collection Account available therefor are less than the sum of the amounts specified in clauses (i) and (ii) below, such funds shall be allocated between such paragraphs in proportion to the respective amounts specified in such clauses: (i) An amount equal to the Series [ ] Monthly Servicing Fee for such Due Period shall be allocated to the Servicer (unless such amount has been netted against deposits to the Collection Account). Such 11 amount will be paid to the Servicer on the applicable Distribution Date or as soon thereafter as practicable. (ii) An amount equal to the aggregate amount of unreimbursed Investor Charge-Offs (after giving effect to any reimbursements of Investor Charge-Offs on such date from Allocable Miscellaneous Payments pursuant to Section 4.03) shall be allocated to reimburse Investor Charge-Offs pursuant to Section 4.03. (iii) An amount equal to the balance, if any, of such Investor Finance Charge Collections then on deposit in the Collection Account shall be allocated to the Series [ ] Certificateholders. Such amounts will be paid to the Series [ ] Certificate Representative in the amounts specified in the applicable Payment Request on the applicable Interest Deposit Dates, as notified to the Servicer in the applicable Payment Request. (b) With respect to each Due Period 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 will be allocated and distributed in the following priority: (i) An amount equal to the lesser of (A) unreimbursed Investor Charge-Offs on such date (after giving effect to any reimbursements of unreimbursed Investor Charge-Offs made on such date pursuant to Section 4.03), and (B) the portion of such Available Investor Principal Collections consisting of Allocable Miscellaneous Payments shall be applied to reimburse Investor Charge-Offs pursuant to Section 4.03. (ii) An amount equal to the sum of the Targeted Principal Deposit Amount specified in the applicable Payment Request for such Due Period (plus any unpaid Targeted Principal Deposit Amount from any prior Due Periods) allocated to the Series [ ] Certificateholders. Such amounts will be paid to the Series [ ] Certificate Representative in the amounts specified in the applicable Payment Request on the applicable Principal Deposit Date or Interest Deposit Dates, as notified to the Servicer in the applicable Payment Request. (iii) 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. 12 (c) With respect to each Due Period with respect to an 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 the lesser of (A) unreimbursed Investor Charge-Offs for such Due Period (after giving effect to any reimbursements of unreimbursed Investor Charge-Offs made on such date pursuant to Section 4.03), and (B) the portion of such Available Investor Principal Collections consisting of Allocable Miscellaneous Payments shall be applied to reimburse Investor Charge-Offs pursuant to Section 4.03; and (ii) an amount equal to the Series [ ] Invested Amount shall be paid to the Series [ ] Certificateholders; (iii) 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 4.03. Investor Charge-Offs. With respect to any Due Period, if the Series [ ] Default Amount for such Due Period exceeds (i) the amount of Allocable Finance Charge Collections with respect to such Due Period minus (ii) the amount of the Series [ ] Monthly Servicing Fee with respect to such Due Period paid pursuant to Section 4.02(a)(i), the Series [ ] Invested Amount shall be reduced by the amount of such excess, but not by more than the Series [ ] Default Amount for such Due Period (an "Investor Charge-Off"). Investor Charge-Offs shall thereafter be reimbursed and the Series [ ] Invested Amount increased (but not by an amount in excess of the aggregate Investor Charge-Offs) with respect to any Due Period by the sum of (a) the amount of Allocable Miscellaneous Payments with respect to such Due Period allocated and available for that purpose pursuant to Sections 4.02(b)(ii) and (c)(ii), and (b) the amount of Investor Finance Charge Collections allocated and available for that purpose pursuant to Section 4.02(a)(ii). 13 ARTICLE V Definitions of Series Invested Amount, Series Adjusted Invested Amount, Principal Amount; Payment Requests, Principal Funding sub-Account Shortfall Section 5.01. Definitions of Series Invested Amount, Series Adjusted Invested Amount and Principal Amount. (a) The Series Invested Amount, the Series Adjusted Invested Amount and the principal amount of the Series [ ] Certificates, as of the end of any Due Period, will be the sum of the indicated items. principal Series amount of Series Adjusted the Series Invested Invested [ ] Component Amount Amount Certificates --------- -------- -------- ------------ (a) Increases in the Series [ ] Invested Amount, Series Adjusted Invested Amount and principal amount of the Series [ ] Certificate (i) The cumulative sum of the Initial Dollar Principal Amount of each tranche of Notes as of the end of the applicable Due Period pursuant to clause (a) X X X of the definition of Nominal Liquidation Amount in the Indenture (ii) (A) The cumulative sum of accretions of interest on Discount Notes targeted to be deposited (whether or not actually deposited) by the X Series [ ] Certificateholders pursuant to Section 519(a) of the Indenture (B) The cumulative sum of accretions of interest on Discount Notes actually paid by the Series [ ] X X Certificateholders to the Trust pursuant to Sections 507 and 519(a) of the Indenture (iii) The cumulative sum of reinvestments from releases of prefunding amounts pursuant to X X X Section 511(d) of the Indenture (iv) The cumulative sum of reimbursement of Investor Charge-Offs made pursuant to X X Section 519(c) of the Indenture
14 principal Series amount of Series Adjusted the Series Invested Invested [ ] Component Amount Amount Certificates --------- -------- -------- ------------ (v) The cumulative sum of reimbursements of Investor Charge-Offs pursuant to Section X X 4.02(a)(ii), 4.02(b)(i) and 4.02(c)(i) (b) Decreases in the [ ] Series Invested Amount, Series Adjusted Invested Amount and principal amount of the Series [ ] Certificates (i) The cumulative sum of all payments of Available Investor Principal Collections allocated pursuant to Section 4.02(b)(ii) or Section 4.02(c)(ii) which X X are reallocated pursuant to Section 502(b)(i) of the Indenture to pay interest on the Notes (ii) (A) The cumulative sum of all payments of Available Investor Principal Collections (other than those referred to in item X X (b)(i)) paid to the Series [ ] Certificateholders (B) With respect to all tranches of Notes with a Nominal Liquidation Amount of zero, the cumulative sum of all Available Investor Principal Collections (other than those referred to in item (b)(i)) paid to the Series [ ] X Certificateholders and on deposit in the Principal Funding sub-Account for or paid to the holders of such Notes pursuant to Section 511(a), (b) or (c) of the Indenture (iii) The aggregate Nominal Liquidation Amount of accelerated Class C Notes that cease to be Outstanding under (see clause the Indenture after a sale of X X (c) below) Receivables pursuant to Section 7.03 hereof and Section 708 of the Indenture 15 principal Series amount of Series Adjusted the Series Invested Invested [ ] Component Amount Amount Certificates --------- -------- -------- ------------ (iv) The aggregate Nominal Liquidation Amount of Notes have reached their Legal Maturity Dates and that cease to be Outstanding under the X X (see clause Indenture after a sale of (c) below) Receivables pursuant to Section 7.03 hereof and Section 522 of the Indenture (v) Investor Charge-Offs allocated X X to the Series [ ] Certificates pursuant to Section 4.03 (c) Notwithstanding anything herein to the contrary, upon payment by the Trust to the Series [ ] Certificate Representative of the proceeds of a sale of Receivables pursuant to Section 7.03 with respect to any tranche of Notes, the principal amount of the Series [ ] Certificates will be reduced by an amount equal to the Adjusted Outstanding Dollar Principal Amount of the affected tranche of Notes, as notified by the Series [ ] Certificate Representative to the Seller. d) The Servicer will compute the Series [ ] Invested Amount, the Series Adjusted Invested Amount of the Series [ ] Certificates and the principal amount for each Due Period based on the information in the applicable Monthly Computation Statement. Section 5.02. Payment Request. The Series [ ] Certificate Representative may from time to time, in its sole discretion and without the consent of the Sellers or any other Person, by delivery of a Payment Request, request the payment of an allocation of Investor Finance Charge Receivables available pursuant to Section 4.02(a)(iii) or payment of an allocation of Available Investor Principal Collections available pursuant to Section 4.02(b)(ii) to be made on the Interest Deposit Dates and Principal Deposit Dates specified in the applicable Payment Request. Section 5.03. Finance Charges Allocable to Segregated Sellers' Interest. The Series [ ] Certificate Representative may from time to time, with respect to any Due Period, request a payment to be made from Finance Charge Collections allocable to the Segregated Sellers' Interest held in the Collection Account, in an amount not greater than the lesser of: 16 (a) the aggregate amount of all Principal Funding subAccount Shortfall Amounts with respect to such Due Period, and (b) the aggregate amount of all Finance Charge Collections allocable to the Segregated Sellers' Interest less any losses and servicing fees with respect to such Due Period and held in the Collection Account pursuant to Section 4.01(b). The Servicer shall pay such amount to the Series [ ] Certificateholders on the date specified in such request. Any such Finance Charge Receivables with respect to any Due Period which are not paid to the Series [ ] Certificateholders pursuant to the foregoing may be paid to the Sellers pursuant to Section 4.01(b)(ii) on the Distribution Date next following such Due Period. ARTICLE VI Distributions and Reports to Series [ ] Certificateholders Section 6.01. Distributions. Except as provided in Section 12.02 of the Agreement with respect to a final distribution, distributions to Series [ ] Certificateholders hereunder shall be made by check mailed to each Series [ ] Certificateholder at such Certificateholder's address appearing in the Certificate Register (or, to the extent specified by the Series [ ] Certificate Representative in a written notice to the Trustee and the Servicer, by wire transfer in accordance with such notice) without presentation or surrender of any Series [ ] Certificate or the making of any notation thereon. Section 6.02. Monthly Performance Statement and Monthly Servicer's Certificate. Not later than the fourth Business Day preceding each Distribution Date, the Servicer shall deliver to the Trustee, the Series [ ] Certificate Representative and each Rating Agency (i) a Monthly Performance Statement substantially in the form of Exhibit B prepared by the Servicer and (ii) a certificate of a Servicing Officer substantially in the form of Exhibit C. Section 6.03. Monthly Computation Statement. Not later than the fourth Business Day preceding each Distribution Date, the Servicer, in cooperation with the Series [ ] Certificate Representative, shall complete a Monthly Computation Statement substantially in the form of Exhibit D. 17 ARTICLE VII Final Distributions; Sale of Credit Card Receivables Section 7.01. 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 [ ] in connection with a repurchase of the Certificateholders' Interest pursuant to Section 2.06 of the Agreement shall equal the Reassignment Amount for 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 [ ] in connection with a repurchase of the Certificateholders' Interest pursuant to Section 10.01 of the Agreement shall equal the Reassignment Amount for the Distribution Date of such repurchase. (b) With respect to the Reassignment Amount deposited into the Collection Account pursuant to this Section 7.01 or any Termination Proceeds from the sale of Receivables (or interests therein) allocable to the Series [ ] Certificateholders' Interest deposited into the Collection Account pursuant to Section 12.02(c) of the Agreement, the Trustee shall, not later than 12:00 noon, New York City time, on the date of deposit, make deposits or distributions of such amounts and pay such amounts to the Series [ ] Certificateholders. (c) Notwithstanding anything to the contrary in this Series Supplement or the Agreement, the entire amount payable to the Series [ ] Certificateholders pursuant to Section 10.01 of the Agreement and all amounts on deposit in the Collection Account for distribution to the Series [ ] Certificateholders shall be distributed in full to the Series [ ] Certificateholders on such date and shall be deemed to be a final distribution pursuant to Section 12.02 of the Agreement. Section 7.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement. (a) Not later than 12:00 noon, New York City time, on the Distribution Date following the date on which Insolvency Proceeds are deposited into the Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee shall (after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) deduct an amount equal to the Series [ ] Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Allocable Principal Collections and pay such amount to the Class [ ] Certificateholders, provided that the amount of such payment shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Allocable Principal Collections and (y) the Principal Allocation Percentage with respect to the related Due Period. The remainder of the portion of the Insolvency Proceeds 18 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) deduct an amount equal to the Targeted Interest Deposit Amount for all Outstanding tranches of Notes under the Indenture for the current Due Period or any Targeted Interest Deposit Amount for earlier Due Periods that have not been deposited, and pay such amount to the Class [ ] Certificateholders, provided that the amount of such payment shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Allocable Finance Charge Collections and (y) the Floating Allocation Percentage with respect to such Due Period. The remainder of the Insolvency Proceeds allocated to Allocable Finance Charge Collections shall be distributed to the Sellers on such Distribution Date. (c) Notwithstanding anything to the contrary in this Series Supplement or the Agreement, the entire amount to be paid to the Series [ ] Certificateholders pursuant to this Section, and all amounts on deposit in the Collection Account for distribution to the Series [ ] Certificateholders shall be distributed in full to the Series [ ] 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 [ ] 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 holders of more than 50% of the aggregate unpaid principal amount of the Series [ ] Certificates shall have disapproved of such liquidation. Section 7.03. Sale of Credit Card Receivables. Upon notice to the Servicer by the Series [ ] Certificate Representative pursuant to Section 523 or 702 of the Indenture with respect to any tranche of accelerated Class C Notes or any tranche of Notes which has reached its Legal Maturity Date, the Trustee will cause the Trust to sell Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount specified by the Series [ ] Certificate Representative which shall be a portion of the Invested Amount of the Series [ ] equal to 110% of the Nominal Liquidation Amount of the affected tranche of Notes, calculated as of the end of the prior Due Period (after giving effect to deposits and distributions otherwise to be made with respect to such Due Period); provided, however, that in no 19 event shall such amount of such Receivables sold exceed the following amount: Nominal Liquidation Amount of the affected Series Allocation tranche of Notes Percentage as of Receivables in - ----------------------- x the end of the most x the Master Trust Nominal Liquidation recently completed Amount of all Due Period Outstanding Notes The proceeds from such sale shall be immediately paid to the Series [ ] Certificate Representative. ARTICLE IX Miscellaneous Provisions Section 8.01. Ratification of Agreement. As supplemented by this Series Supplement, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument. Section 8.02. Counterparts. This Series Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. Section 8.03. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 8.04. Construction of Agreement. The Sellers hereby confirm that the security interest granted to the Trustee pursuant to Section 13.18 of the Agreement is for the benefit of the Investor Certificateholders. Section 8.05. Excluded Series. Upon Notification by the Series [ ] Certificate Representative to the Trustee, pursuant to Section [ ] of the Indenture, that a portion of the Invested Amount of the Series [ ] (corresponding to the Nominal Liquidation Amount of a series, class or tranche of Notes issued pursuant to the Indenture) is to be considered an Excluded Series, then the Trustee shall designate such portion of the Invested Amount of the Series [ ] as Excluded Series under the Master Trust. All other portions of the Invested Amount of the Series [ ] shall not be considered Excluded Series. 20 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 ----------------------------- Name: Title: CITIBANK (NEVADA), NATIONAL ASSOCIATION, Seller, by ----------------------------- Name: Title: BANKERS TRUST COMPANY, Trustee, by ----------------------------- Name: Title: 21 EXHIBIT A [FORM OF] PAYMENT REQUEST From: Citibank (South Dakota), N.A., as Series [ ] Certificate Representative under the Series [ ] Supplement and as Managing Beneficiary of the Citibank Credit Card Issuance Trust To: Citibank (South Dakota), N.A., as Servicer under Citibank Credit Card Master Trust I Date: Citibank Credit Card Master Trust I Series [ ] Certificate Due Period ending [ ], 20__ [Reference is made to the Series [ ] Supplement, dated as of [ ] (the "Series [ ] Supplement"), among [ ], and Indenture, dated as of [ ] (the "Indenture"), among [ ]. Terms used herein have the meanings provided in the Series [ ] Supplement or the Indenture, as applicable. The Series [ ] Representative requests the following payments with respect to the Series [ ] Certificate be made on the following dates: A. Allocations of Investor Finance Charge Collections available pursuant to Section 4.02(a)(iii) of the Series [ ] Supplement. 1. Required pursuant to Section 501(a) of the Indenture (to pay accrued and unpaid costs, expenses and fees of the Trustee pursuant to Section 807 of the Indenture, to be paid as soon as practicable after the end of the applicable Due Period)..............$________ 2. Required pursuant to Section 501(b) of the Indenture (to make the targeted deposits to the Interest Funding Account pursuant to Section 503 of the Indenture, to be paid on the applicable Interest Deposit Date) Interest Deposit Tranche Date Amount $ $ $ $ $ Total............. $________ 3. Required pursuant to Section 501(c) of the Indenture (to make the targeted deposits to the Class C Reserve Account pursuant to Section 517 of the Indenture, on the applicable Monthly Interest Date Monthly Interest Tranche Date Amount $ $ $ $ $ Total.............. $________ 4. Required pursuant to Section 501(d) of the Indenture (to make the targeted reinvestment in the Invested Amount of the Series [ ] Certificate pursuant to Section 519(a) of the Indenture, to be paid to the Servicer as soon as practicable after the end of the applicable Due Period)............................... $________ 5. Balance of the Investor Finance Charge Collections available pursuant to Section 4.02(a)(iii) of the Series [ ] Supplement to be paid to the Issuer as soon as practicable after the end of the applicable Due Period................................. $________ 2 B. Allocations of Available Investor Principal Collections available pursuant to Section 4.02(b)(ii) of the Series [ ] Supplement. 1. Required pursuant to Section 502(a) of the Indenture (to fund deficiencies in the amounts to be paid pursuant to Items A1 and A2, subject to the limitations set forth in the Indenture, to be paid on the applicable Interest Deposit Date) Interest Deposit Tranche Date Amount $ $ $ $ $ Total............. $________ 2. Required pursuant to Section 502(b) of the Indenture (to make the targeted deposits to the Principal Funding Account pursuant to Section 508 of the Indenture, to be paid on the applicable Principal Deposit Date) Principal Tranche Deposit Date Amount $ $ $ $ $ Total............ $________ 3. Balance of the Available Investor Principal Collections available pursuant to Section 4.02(b)(ii) of the Series [ ] Supplement to be paid to the Servicer to be reinvested in the Invested Amount of the Series [ ] 3 Certificate as soon as practicable after the end of the applicable Due Period............. $________ CITIBANK CREDIT CARD ISSUANCE TRUST, as Issuer By: CITIBANK (SOUTH DAKOTA), N.A., as Managing Beneficiary By: __________________________ Name: Title: EXHIBIT B [FORM OF] MONTHLY COMPUTATION STATEMENT Date: Citibank Credit Card Master Trust I Series [ ] Certificate Due Period ending [ ], 20__ Reference is made to the Series [ ] Supplement, dated as of [ ] (the "Series [ ] Supplement"), among [ ], and Indenture, dated as of [ ] (the "Indenture"), among [ ]. Terms used herein have the meanings provided in the Series [ ] Supplement or the Indenture, as applicable. The computations of the Series [ ] Invested Amount, the Series Adjusted Invested Amount for Series [ ], the Nominal Liquidation Amount, the principal amount of the Series [ ] Certificate, and as of the end of the Due Period ending [ ], 20__ (the "applicable Due Period"), are as follows: A. Increases in the components of the Series [ ] Invested Amount, the Series Adjusted Invested Amount for Series [ ] and the principal amount of the Series [ ] Certificate, as of the end of the applicable Due Period 1. The cumulative sum of the Initial Dollar Principal Amount of each tranche of Notes as of the end of the applicable Due Period pursuant to Section 5.01(a)(i) of the Series [ ] Supplement and clause (a) of the definition of "Nominal Liquidation Amount" in the Indenture From all prior Due Periods............$________ From the applicable Due Period........$________ Total...................................................$________ 2(a). The cumulative sum of accretions of interest on Discount Notes targeted to be deposited (whether or not actually deposited and paid to by the Issuer to the Servicer) for reinvestment in the Series [ ] Invested Amount pursuant to Section 5.01(a)(ii)(A) of the Series [ ] Supplement and Section 519(a) of the Indenture From all prior Due Periods.............$________ From the applicable Due Period.........$________ Total...................................................$________ 2(b). The cumulative sum of accretions of interest on Discount Notes paid by the Issuer to the Master Trust for reinvestment in the Series [ ] Invested Amount pursuant to Section 5.01(a)(ii)(B) of the Series [ ] Supplement and Sections 507(b) of the Indenture From all prior Due Periods..............$________ From the applicable Due Period..........$________ Total...................................................$________ 3. The cumulative sum of reinvestments from releases of prefunding amounts paid to by the Issuer to the Servicer for reinvestment in the Series [ ] Invested Amount pursuant to Section 5.01(a)(iii) of the Series [ ] Supplement and Sections 511(d) and 519(b) of the Indenture From all prior Due Periods...............$________ From the applicable Due Period...........$________ Total...................................................$________ 4. The cumulative sum of reimbursements of Investor Charge-Offs paid by the Issuer to the Servicer for reinvestment in the Series [ ] Invested Amount pursuant to Section 5.01(a)(iv) of the Series [ ] Supplement and Section 519(c) of the Indenture From all prior Due Periods...............$________ From the applicable Due Period...........$________ Total...................................................$________ SUBTOTAL: All amounts paid by the Issuer to the Master Trust (Sum of Items A1, A2(b), A3 and A4)........$________ 5. The cumulative sum any reimbursements of Investor Charge-Offs made pursuant to Section 5.01(a)(v) of the Series [ ] Supplement From all prior Due Periods................$________ From the applicable Due Period............$________ Total....................................................$________ B. Decreases in the components of the Series [ ] Invested Amount, the Series Adjusted Invested Amount for Series [ ], and the principal amount of the Series [ ] Certificate as of the end of the applicable Due Period 1. The cumulative sum of all payments of principal collections paid to the Issuer pursuant to Section 4.02(b)(ii) or Section 4.02(c)(ii) of the Series Supplement which are reallocated pursuant to Section 5.01(b)(ii)(A) of the Series [ ] Supplement or Section 502(b)(i) the Indenture to pay interest on the Notes From all prior Due Periods................$________ 2 From the applicable Due Period............$________ Total.....................................................$________ 2(a). The cumulative sum of all payments of principal collections paid to the Issuer (other than those referred to in item B(1) above) on deposit in Principal Funding Account or have been withdrawn from the Principal Funding Account pursuant to Section 511(a), (b) or (c) of the Indenture From all prior Due Periods.................$________ From the applicable Due Period.............$________ Total......................................................$________ SUBTOTAL All payments of principal collections by the Master Trust to the Issuer (Sum of Items B1 and B2(a)).................................................$________ 2(b). With respect to all tranches of Notes with a Nominal Liquidation Amount of zero, the cumulative sum of all payments of principal collections to the Issuer (other than those referred to in item B(1) above) on deposit in Principal Funding Account or withdrawn from the Principal Funding Account pursuant to Section 511(a), (b) or (c) of the Indenture From all prior Due Periods.................$________ From the applicable Due Period.............$________ Total......................................................$________ 3. Nominal Liquidation Amount of accelerated Class C Notes which cease to be Outstanding pursuant Section [ ] of the Indenture after a sale of credit card receivables pursuant to Section 7.03 of the Series [ ] Supplement and Section 708 of the Indenture From all prior Due Periods.................$________ From the applicable Due Period.............$________ Total......................................................$________ 4. Nominal Liquidation Amount of tranches of Notes which have reached their Legal Maturity Dates and which cease to be Outstanding after a sale of credit card receivables pursuant to Section 703 of the Series [ ] Supplement and Section 522 of the Indenture From all prior Due Periods.................$________ From the applicable Due Period.............$________ 3 Total......................................................$________ 5. Investor Charge-Offs allocated to the Series [ ] Certificate pursuant to Sections 4.03 and 5.01(b)(v) of the Series [ ] Supplement and clause (b)(vi) of the definition of Nominal Liquidation Amount in the Indenture From all prior Due Periods.................$________ From the applicable Due Period.............$________ Total............ ..........................................$________ C. Series [ ] Invested Amount and aggregate Nominal Liquidation Amount of the Notes (sum of Items A1, A2(b), A3, A4 and A5, less Items B1, B2(a), B3, B4 and B5)...................................................$________ D. Series Adjusted Invested Amount for Series [ ] (sum of Items A1, A2(b), A3, A4 and A5, less Items B1, B2(b), B3, B4 and B5)..............$________ E. 1. Principal amount of the Series [ ] Certificate and aggregate Adjusted Outstanding Principal Amount of the Notes (sum of Items A1, A2(a) and A3, less Item B2)*......................$________ 2. Aggregate amount on deposit in the Principal Funding Account.....................................................$________ 3. Aggregate Outstanding Dollar Principal Amount of the Notes (sum of Items E1 and E2)............................................$________ CITIBANK (SOUTH DAKOTA), N.A., Servicer of Citibank Credit Card Master Trust I, By -------------------------- Name: Title: CITIBANK CREDIT CARD ISSUANCE TRUST, as Issuer By: CITIBANK (SOUTH DAKOTA), N.A., as Managing Beneficiary By: --------------------------- Name: Title: - -------- * But subject to Section 5.01(c) of the Series [ ] Supplement. 4 EXHIBIT C [FORM OF] MONTHLY PERFORMANCE STATEMENT CITIBANK (SOUTH DAKOTA), N.A. CITIBANK (NEVADA), NATIONAL ASSOCIATION ----------------------------------------------------------- CITIBANK CREDIT CARD MASTER TRUST I SERIES [ ] ----------------------------------------------------------- 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 [ ] 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, certifies the information set forth below. Capitalized terms herein 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 ....................................$_____ 6. Delinquencies (Aggregate outstanding balances in the Accounts that were delinquent by the time periods listed below as of the close of business of the month preceding the Distribution Date, as a percentage of aggregate Receivables as of the last day of the Due Period) Current .............................................._____% 5-34 days delinquent ................................._____% 35-64 days delinquent ................................_____% 65-94 days delinquent ................................_____% 95-124 days delinquent ..............................._____% 125-154 days delinquent .............................._____% 155-184 days delinquent .............................._____% B. Information Regarding Series [ ] for the applicable Due Period 1. Allocable Investor Finance Charge Collections.........$_____ 2. (a) Investor Principal Collections for such Due Period.................................$_____ (b) Allocable Miscellaneous Payments................$_____ (c) Series [ ] Excess Principal Collections.....................................$_____ (d) Subordinated Series Reallocated Principal Collections...........................$_____ (e) Available Investor Principal Collections (Sum of Items 2(a), 2(b), 2(c) and 2(d))............................................$_____ 3. Investor Charge-Offs...........................................$_____ 4. Reimbursements of Investor Charge-Offs...........................................$_____ 2 CITIBANK (SOUTH DAKOTA), N.A., Servicer, By:_________________________________ Name: Title: 3 EXHIBIT D [FORM OF] MONTHLY SERVICER'S CERTIFICATE CITIBANK (SOUTH DAKOTA), N.A. CITIBANK (NEVADA), NATIONAL ASSOCIATION CITIBANK CREDIT CARD MASTER TRUST I SERIES [ ] 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 [ ] Supplement (as amended and supplemented, the "Series Supplement"), among Citibank (South Dakota), N.A., Seller and Servicer, Citibank (Nevada), National Association, Seller, and Bankers Trust Company, Trustee, certifies as follows: 1. Capitalized terms used herein have their respective meanings as set forth in the Agreement or Series Supplement, as applicable. 2. Citibank (South Dakota) is, as of the date hereof, the Servicer under the Agreement. 3. The undersigned is a Servicing Officer. 4. This Certificate relates to the Distribution Date occurring on . 5. As of the date hereof, to the best knowledge of the undersigned, the Servicer has performed in all material respects all its obligations under the Agreement through the Due Period preceding such Distribution Date [or, if there has been a default in the performance of any such obligation, set forth in detail 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 occurred or has been deemed to have occurred on or before such Distribution Date. 7. As of the date hereof, to the best knowledge of the undersigned, no Lien has been placed on any of the Receivables other than pursuant to the Agreement (or, if there is a Lien, such Lien consists of_________). IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate on , 20 . CITIBANK (SOUTH DAKOTA), N.A., as Servicer, By:_________________________ Name: Title: 2 EXHIBIT E THIS SERIES [ ] CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. BY ITS ACCEPTANCE HEREOF, EACH PURCHASER REPRESENTS AND AGREES THAT IT IS ACQUIRING THIS SERIES [ ] CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF AND THAT NEITHER THIS SERIES [ ] CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS SERIES [ ] CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE AGREEMENT AND THE SERIES SUPPLEMENT THERETO REFERRED TO HEREIN. NEITHER THIS SERIES [ ] CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH THE AGREEMENT AND SERIES SUPPLEMENT REFERRED TO HEREIN. REGISTERED No. R-[ ] CITIBANK CREDIT CARD MASTER TRUST I SERIES [ ] CREDIT CARD PARTICIPATION CERTIFICATE This Certificate represents an undivided interest in certain assets of the CITIBANK CREDIT CARD MASTER TRUST I the corpus of which consists primarily of receivables generated from time to time in the ordinary course of business in a portfolio of revolving credit card accounts by CITIBANK (SOUTH DAKOTA), N.A. and CITIBANK (NEVADA), NATIONAL ASSOCIATION and, in certain circumstances, certain Additional Sellers (as defined in the Pooling and Servicing Agreement referred to below). (Not an interest in or obligation of Citibank (South Dakota), N.A., Citibank (Nevada), National Association, any Additional Sellers or any affiliate thereof) This certifies that CITIBANK CREDIT CARD ISSUANCE TRUST (the "Series [ ] 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 [ ] Supplement dated as of [ ], [ ] (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 (v) all other assets and interests constituting the Trust. Although a summary of certain provisions of the Agreement and the Series Supplement is set forth below and on the Summary of Terms and Conditions attached hereto and made a part hereof, this Series [ ] 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 Series [ ] Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement and the Series Supplement, to which Agreement and Series Supplement, each as amended and supplemented from time to time, the Series [ ] Certificateholder by virtue of the acceptance hereof assents and is bound. In general, payments of principal with respect to the Series [ ] Certificates are limited to the Series [ ] Invested Amount, which may be less than the unpaid principal balance of the Series [ ] Certificates. The Termination Date of the Series [ ] Certificates is the [ ] 20[ ] Distribution Date, as such date may be extended from time to time by notice from the Issuer to the Trust with the consent of the Trust. Principal with respect to the Series [ ] Certificates may be paid earlier or later under certain circumstances described in the Agreement and the Series Supplement. If the principal of the Series [ ] Certificates is not paid in full on or before the 2 Termination Date, the Trustee will sell or cause to be sold on such Termination Date Principal Receivables (and the related Finance Charge Receivables) (or interests therein) in an amount equal to 110% of the Series [ ] Invested Amount as of such Termination Date, subject to certain limitations, and shall immediately deposit the Termination Proceeds allocable to the Series [ ] Certificateholders' Interest in the Collection Account. The Termination Proceeds shall be allocated and distributed to the Series [ ] Certificateholders in accordance with the Series Supplement. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual or facsimile signature, this Series [ ] Certificate shall not be entitled to any benefit under the Agreement or the Series Supplement or be valid for any purpose. IN WITNESS WHEREOF, the Banks have caused this Series [ ] Certificate to be duly executed. CITIBANK (SOUTH DAKOTA), N.A., by ____________________________ Name: Title: CITIBANK (NEVADA), NATIONAL ASSOCIATION, by ____________________________ Name: Title: Dated: 3 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Series [ ] Certificates described in the within-mentioned Agreement and Series Supplement. BANKERS TRUST COMPANY, as Trustee, by ____________________________ Name: Title: Authorized Officer or By: CITIBANK, N.A.,as Authenticating Agent for the Trustee, by ____________________________ Name: Title: Authorized Officer 4 CITIBANK CREDIT CARD MASTER TRUST I SERIES [ ] CREDIT CARD PARTICIPATION CERTIFICATE Summary of Terms and Conditions The Receivables consist of Principal Receivables which arise generally from the purchase of merchandise and services and amounts advanced to cardholders as cash advances and Finance Charge Receivables which arise generally from Periodic Rate Finance Charges, Cash Advance Fees, Late Payment Fees and annual membership fees with respect to the Accounts. This Series [ ] Certificate is one of a series of Certificates entitled Citibank Credit Card Master Trust I, Series [ ] Credit Card Participation Certificates (the "Series [ ] Certificates"), each of which represents a fractional undivided interest in certain assets of the Trust. The Trust Assets are allocated in part to the certificateholders of all outstanding Series (the "Certificateholders' Interest") with the remainder allocated to the Sellers. The aggregate interest represented by the Series [ ] Certificates at any time in the Principal Receivables in the Trust shall not exceed an amount equal to the Series [ ] Invested Amount at such time. The Series [ ] Invested Amount on any date will be as computed in accordance with the Series Supplement. A Sellers' Certificate has been issued to the Sellers pursuant to the Agreement which represents the Sellers' Interest. Subject to the terms and conditions of the Agreement, the Sellers may from time to time direct the Trustee, on behalf of the Trust, to issue one or more new Series of Investor Certificates, which will represent fractional undivided interests in certain of the Trust Assets. On each Distribution Date, the Paying Agent shall distribute to each Series [ ] Certificateholder of record on the last day of the preceding calendar month (each a "Record Date") such Series [ ] Certificateholder's pro rata share of such amounts as are payable to the Series [ ] Certificateholders pursuant to the Agreement and the Series Supplement. Distributions with respect to this Series [ ] Certificate will be made by the Paying Agent by check mailed to the address of the Series [ ] Certificateholder of record appearing in the Certificate Register (or, pursuant to Section 6.01 of the Series Supplement, to the extent specified by the Series [ ] Certificate Representative in a written notice to the Trustee and the Servicer, by wire transfer in accordance with such notice) without the presentation or surrender of this Series [ ] Certificate or the making of any notation thereon (except for the final distribution in respect of this Series [ ] Certificate). Final payment of this Series [ ] Certificate will be made only upon presentation and surrender of this Series [ ] Certificate at 5 the office or agency specified in the notice of final distribution delivered by the Trustee to the Series [ ] Certificateholders in accordance with the Agreement and the Series Supplement. This Series [ ] 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 Series [ ] Certificate is limited in right of payment to certain Collections with respect to the Receivables (and certain other amounts), all as more specifically set forth hereinabove and in the Agreement and the Series Supplement. The Agreement or any Supplement may, subject to certain conditions, be amended by the Sellers, the Servicer and the Trustee without Investor Certificateholder consent. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under the Agreement or otherwise. The Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Sellers and the Trustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or any Supplement or of modifying in any manner the rights of the Investor Certificateholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to be made to Investor Certificateholders or deposits of amounts to be so distributed without the consent of each affected Investor Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by the Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under this Agreement or otherwise. Subject to the limitations set forth in the Series Supplement, the transfer of this Series [ ] Certificate shall be registered in the Certificate Register upon surrender of this 6 Series [ ] Certificate for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument of transfer, in a form satisfactory to the Trustee or the Transfer Agent and Registrar, duly executed by the Series [ ] Certificateholder or such Series [ ] Certificateholder's attorney, and duly authorized in writing with such signature guaranteed, and thereupon one or more new Series [ ] Certificates of authorized denominations and for the same aggregate fractional undivided interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, Series [ ] Certificates are exchangeable for new Series [ ] Certificates evidencing like aggregate fractional undivided interests as requested by the Series [ ] Certificateholder surrendering such Series [ ] 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 Series [ ] Certificate is registered as the owner hereof for all purposes, and neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any agent of any of them, shall be affected by notice to the contrary except in certain circumstances described in the Agreement. THIS SERIES [ ] 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. 7 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. 8 EX-4.9 4 TRUST AGREEMENT ============================================================================= CITIBANK CREDIT CARD ISSUANCE TRUST TRUST AGREEMENT dated as of [ ], [ ] among CITIBANK (NEVADA), NATIONAL ASSOCIATION, and CITIBANK (SOUTH DAKOTA), N.A., as Beneficiaries, and [NAME OF TRUSTEE], as Trustee ============================================================================== TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions.................................................1 SECTION 1.02. Generic Terms...............................................4 ARTICLE II Organization; Declaration of Trust by the Trustee SECTION 2.01. Formation of Trust; Name.....................................5 SECTION 2.02. Transfer of Property to Trust; Initial Capital Contribution of Trust Estate...............................5 SECTION 2.03. Purposes and Powers; Trust To Operate as a Single Purpose Entity......................................5 SECTION 2.04. Declaration of Trust by the Trustee..........................8 SECTION 2.05. Title to Trust Estate........................................8 SECTION 2.06. Nature of Interest in the Trust Estate.......................9 SECTION 2.07. Situs of Trust...............................................9 SECTION 2.08. Tax Matters..................................................9 SECTION 2.09. Fiscal Year..................................................9 -i- Page ARTICLE III Invested Amount, Representations and Warranties of the Beneficiaries SECTION 3.01. Invested Amount of Series [ ] Certificate..............9 SECTION 3.02. Representations and Warranties of the Beneficiaries........10 ARTICLE IV Distributions of Funds SECTION 4.01. Distribution of Funds......................................12 SECTION 4.02. Payments from Trust Estate Only............................12 SECTION 4.03. Method of Payment .........................................12 ARTICLE V Duties of the Trustee SECTION 5.01. Action Upon Instructions...................................12 SECTION 5.02. No Duty to Act Under Certain Circumstances.................14 SECTION 5.03. No Duties Except Under Specified Agreements or Instructions.............................................14 SECTION 5.04. Trust Operation............................................14 SECTION 5.05. Execution of Documents.....................................15 -ii- Page ARTICLE VI Concerning the Trustee Bank SECTION 6.01. Acceptance of Trust and Duties.............................16 SECTION 6.02. Furnishing of Documents....................................17 SECTION 6.03. Representations and Warranties as to the Trust Estate......17 SECTION 6.04. Signature of Returns.......................................18 SECTION 6.05. Reliance; Advice of Counsel................................18 SECTION 6.06. Not Acting in Individual Capacity..........................18 SECTION 6.07. Representations and Warranties.............................18 ARTICLE VII Termination of Trust Agreement SECTION 7.01. Termination................................................19 SECTION 7.02. Certificate of Cancelation.................................20 ARTICLE VIII Successor Trustees, Co-Trustees and Separate Trustees SECTION 8.01. Resignation and Removal of the Trustee; Appointment of Successors................................20 SECTION 8.02. Transfer Procedures........................................20 SECTION 8.03. Qualification of Trustee...................................21 SECTION 8.04. Co-trustees and Separate Trustees..........................21 -iii- Page ARTICLE IX Amendments SECTION 9.01. Amendments.................................................21 ARTICLE X Ownership Interests and Certificates SECTION 10.01. Issuance of Trust Certificates............................22 SECTION 10.02. Beneficial Interest; Prohibitions on Transfer.............22 SECTION 10.03. Lost or Destroyed Trust Certificate.......................23 ARTICLE XI Compensation of Trustee and Indemnification SECTION 11.01. Trustee's Fees and Expenses...............................24 SECTION 11.02. Indemnification .........................................24 ARTICLE XII Miscellaneous SECTION 12.01. Conveyance by the Trustee is Binding......................25 SECTION 12.02. Instructions; Notices.....................................25 SECTION 12.03. Severability .........................................27 SECTION 12.04. Limitation of Liability...................................27 -iv- Page SECTION 12.05. Separate Counterparts.....................................28 SECTION 12.06. Successors and Assigns....................................28 SECTION 12.07. Headings..................................................28 SECTION 12.08. Governing Law.............................................28 SECTION 12.09. No Recourse...............................................28 Exhibits Exhibit A -- Form of Trust Certificate -v- TRUST AGREEMENT dated as of [ ], [ ], among CITIBANK (NEVADA), NATIONAL ASSOCIATION ("Citibank (Nevada)"), CITIBANK (SOUTH DAKOTA), N.A. ("Citibank (South Dakota)"), and together with Citibank (Nevada), and any of their respective successors and assigns the "Beneficiaries"), and [NAME OF TRUSTEE], a Delaware banking corporation, as owner trustee (the "Trustee"). In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: ARTICLE I Definitions SECTION 1.01. Definitions. (a) Capitalized terms used herein and not defined herein have the meaning assigned to them in the Series [ ] Supplement. For purposes of this Agreement, the following terms have the following meanings: "Agreement" means this Trust Agreement. "Beneficiaries" is defined above in the preamble to this Agreement. "Beneficiary Percentage" means, (a) with respect to Citibank (Nevada), [ ]%, and (b) with respect to Citibank (South Dakota), [ ]%; provided, however, that (i) such percentages may be adjusted from time to time upon notice by the Managing Beneficiary to the Trustee of such adjustment, and (ii) the sum of the Beneficiary Percentages will always be 100%. "Citibank (Nevada)" is defined above in the preamble to this Agreement. "Citibank (South Dakota)" is defined above in the preamble to this Agreement. "Code" means the Internal Revenue Code of 1986, as it may be amended from time to time. "Deliveries" is defined in Section 12.02. "Disqualification Event" with respect to the Trustee means (a) the bankruptcy, insolvency or dissolution of the Trustee, (b) the occurrence of the date of resignation of the Trustee, as set forth in a notice of resignation given pursuant to Section 8.01, or (c) the delivery to the Trustee of the instrument or instruments of removal referred to in Section 8.01 (or, if such instruments specify a later effective date of removal, the occurrence of such later date), or (d) failure of the Trustee to qualify under the requirements of Section 8.03. "Governmental Authority" means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Indemnified Person" is defined in Section 11.02. "Indenture" means the Indenture, dated as of [ ], [ ] (as amended and supplemented from time to time), between the Trustee, on behalf of the Trust, and the Indenture Trustee. "Indenture Trustee" means Bankers Trust Company as trustee under the Indenture, and each successor trustee under the Indenture. "Managing Beneficiary" means the Beneficiary selected by the Beneficiaries holding a majority of the Beneficiary Percentages, and if not selected by the Beneficiaries, then by the Trustee. Initially, Citibank (South Dakota) will be the Managing Beneficiary. "Master Trust" means Citibank Credit Card Master Trust I. "Note" is defined in the Indenture. "Ownership Interest" means the Ownership Interests issued by the Trust hereunder with the rights and privileges set forth in Section 10.01. 2 "Person" means any legal person, including any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of similar nature. "Periodic Filing" means any filing or submission that the Trust is required to make with any federal, state or local authority or regulatory agency. "Pooling and Servicing Agreement" means the Pooling and Servicing Agreement, dated as of May 29, 1991 (as amended and supplemented), among the Citibank (Nevada) and Citibank (South Dakota) as Sellers, Citibank (South Dakota) as Servicer, and Bankers Trust Company as Trustee, as supplemented by the Series [ ] Supplement. "Requirement of Law" means any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, whether Federal, state or local, and, when used with respect to any Person, the certificate of incorporation and by-laws or other charter or governing documents of such Person. "Securities Act" means the Securities Act of 1933, as amended. "Sellers' Interest" is defined in the Pooling and Servicing Agreement. "Series [ ] Certificate" is defined in the Series [ ] Supplement. "Series [ ] Supplement" means the Series [ ] Supplement, dated as of [...................], [....], relating to the Pooling and Servicing Agreement as it may be amended or supplemented from time to time. "Trust" means the trust established by this Agreement. "Trust Certificate" is defined in Section 10.01. "Trust Estate" is defined in Section 2.04. "Trustee" means [Name of Trustee], a Delaware banking corporation, in its capacity as owner trustee hereunder, and each successor trustee under Article VIII, in its capacity as owner 3 trustee hereunder, and each co-trustee under and to the extent provided in Section 8.04, in its capacity as owner trustee hereunder. "Trustee Bank" means [Name of Trustee] in its individual capacity, each bank appointed as successor Trustee under Article VIII in its individual capacity and each bank appointed as co-trustee under and to the extent provided in Section 8.04 in its individual capacity. SECTION 1.02. Generic Terms. (a) The terms "hereby", "hereof", "hereto", "herein", "hereunder" and any similar terms will refer to this Agreement. (b) Unless otherwise indicated in context, the terms "Article", "Section", "Exhibit" or "Schedule" will refer to an Article or Section of, or an Exhibit or Schedule to, this Agreement. (c) Words of the masculine, feminine or neuter gender mean and include the correlative words of other genders, and words importing the singular number mean and include the plural number and vice versa. (d) The terms "include", "including" and similar terms will be construed as if followed by the phrase "without limitation". (e) All terms defined in this Agreement will have the defined meanings when used in any certificate or other document made or delivered pursuant hereto or in connection herewith unless otherwise defined therein. (f) Any agreement, instrument or statute defined or referred to herein or in any certificate or other document made or delivered pursuant hereto or in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns. 4 ARTICLE II Organization; Declaration of Trust by the Trustee SECTION 2.01. Formation of Trust; Name. The Trust is hereby formed, to be named "Citibank Credit Card Issuance Trust ", under which name the Trustee may conduct any activities contemplated hereby. SECTION 2.02. Transfer of Property to Trust; Initial Capital Contribution of Trust Estate. Each Beneficiary hereby sells, assigns, grants and transfers, over to the Trustee, as of the date hereof, $1.00. The Trustee hereby acknowledges receipt in trust from the Beneficiaries, as of the date hereof, of the foregoing contribution, which shall constitute the initial Trust Estate. SECTION 2.03. Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the Master Trust and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may: (i) acquire from Citibank (Nevada) and Citibank (South Dakota) the Series [ ] Certificate of the Master Trust; (ii) from time to time, cause the Invested Amount of the Series [ ] Certificate to be increased and decreased as provided in the Series [ ] Supplement; (iii) from time to time, grant a security interest in the Series [ ] Certificate, including the pledge of any portion of the Invested Amount of the Series [ ] Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust, all to secure indebtedness of the Trust, or make any permitted transfer of interests in any portion of the Invested Amount of the Series [ ] Certificate directly or beneficially to any third party; (iv) from time to time authorize and approve the issuance of Notes pursuant to the Indenture and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: 5 (A) determining the principal amount of the Notes, (B) determining the maturity date of the Notes, (C) determining the rate of interest, if any, to be paid on the Notes, (D) determining the price at which such Notes will be sold by the Trust, (E) determining the provisions, if any, for the redemption of such Notes, (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder, (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act of 1933, the qualification of indentures under the Trust Indenture Act of 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements, (H) preparing any offering memorandum or other descriptive material relating to the issuance of the Notes, (I) listing the Notes on any United States or non-United States stock exchange, (J) entering into one or more interest rate or currency swaps, caps, collars guaranteed investment contracts or other derivative agreements with counterparties (which may include, without limitation, Citibank (South Dakota), Citibank (Nevada) or any of their affiliates) to manage interest rate or currency risk relating to the Notes; (K) appointing a paying agent or agents for purposes of payments on the Notes and coupons; and 6 (L) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (v) from time to time receive payments and proceeds with respect to the Series [ ] Certificate and the Indenture and either invest or distribute those payments and proceeds, (vi) from time to time make deposits to and withdrawals from accounts established under the Indenture; (vii) from time to time make and receive payments pursuant to derivative agreements; (viii) from time to time make payments on the Notes; and (ix) from time to time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) The Trust and the Managing Beneficiary, on behalf of the Trust, will be authorized to execute and deliver from time to time loan agreements, purchase agreements, swap and other derivative agreements, indentures, notes, security agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Managing Beneficiary, on behalf of the Trust, is specifically authorized to 7 execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Business Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust including: (i) the Indenture and each Issuer's Certificate and supplemental indenture relating to the Indenture; (ii) the Notes; and (iii) each interest rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement between the Trust and a counterparty (which may include, without limitation, Citibank (Nevada), Citibank (South Dakota) or any of their affiliates) to manage interest rate or currency risk relating to the Notes. The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Managing Beneficiary, on behalf of the Trust, to execute and deliver other agreements, documents instruments and securities. (c) The Trustee and the Managing Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (d) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust. SECTION 2.04. Declaration of Trust by the Trustee. The Trustee hereby declares that it will hold the initial Trust Estate, the Series [ ] Certificate and the other documents and assets described in Section 2.03, together with any payments, proceeds or income of any kind from such documents or assets or any other source and any other property held under this Agreement (collectively, the "Trust Estate"), upon the trust set forth herein and for the sole use and benefit of the Beneficiaries. SECTION 2.05. Title to Trust Estate. Title to all of the Trust Estate will be vested in the Trust until this Agreement terminates pursuant to Article VII; provided, however, that if the laws of any jurisdiction require that title to any part of the Trust Estate be vested in the trustees 8 trust, then title to that part of the Trust Estate will be deemed to be vested in the Trustee or any co-trustee or separate trustee, as the case may be, appointed pursuant to Article VIII. SECTION 2.06. Nature of Interest in the Trust Estate. The Beneficiaries will not have any legal title to or right to possession of any part of the Trust Estate. SECTION 2.07. Situs of Trust. It is the intention of the parties hereto that the Trust constitute a business trust under Title 12, Chapter 38 of the Delaware Code and that this Agreement constitute the governing instrument of the Trust. The Trustee will file a certificate of trust relating to the Trust with the Secretary of State of the State of Delaware. The office of the Trust will be maintained by the Trustee at [ ], Wilmington, Delaware [ZIP], or at such other location as the Trustee may designate by written notice to the Beneficiaries. SECTION 2.08. Tax Matters. The parties hereto intend that the Trust will not be treated as a partnership, agency, sole proprietorship or association for Federal income tax purposes but instead will be treated as a custodial arrangement for the Beneficiaries, and the parties hereto will file all their tax returns in a manner consistent with that intent unless otherwise required by a taxing authority. Except as otherwise expressly provided herein, any tax elections required or permitted to be made by the Trust under the Code or otherwise will be made in such manner as may be determined by the Managing Beneficiary to be in the best interests of the Beneficiaries. The Trust will not elect to be treated as a corporation for any tax purpose. SECTION 2.09. Fiscal Year. The fiscal year of the Trust will end on the last day of December of each year. ARTICLE III Invested Amount, Representations and Warranties of the Beneficiaries SECTION 3.01. Invested Amount of Series [ ] Certificate. (a) The Managing Beneficiary, on behalf of the Trust, may request that the Series [ ] Invested Amount and the 9 Series Adjusted Invested Amount with respect to the Series [ ] Certificate be increased as provided in Section 5.01(a)(i) and 5.01(b)(i) of the Series [ ] Supplement if the following conditions precedent are satisfied: (i) the representations and warranties set forth in Section 3.02 will be true and correct in all material respects; and (ii) all of the conditions set forth in Section 5.01(c) of the Series [ ] Supplement will have been satisfied. (b) The Managing Beneficiary, on behalf of the Trust, may request that the Series [ ] Invested Amount and the Series Adjusted Invested Amount with respect to the Series [ ] Certificate will be increased or decreased as provided in Section 5.01(a)(ii)-(vii) and 5.01(b)(ii)-(viii) of the Series [ ] Supplement. SECTION 3.02. Representations and Warranties of the Beneficiaries. Each Beneficiary hereby represents and warrants to the Trustee as of the date of this Agreement and as of the date of each increase in the Invested Amount of the Series [ ] Certificate that: (a) Such Beneficiary is a national banking association validly existing under the laws of the United States and has, in all material respects, full power and authority to own its properties and conduct its business as presently owned and conducted, and to execute, deliver and perform its obligations under this Agreement. (b) Such Beneficiary has been duly organized as an association licensed as a national banking association and is validly existing and in good standing under the laws of the United States, is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, and has full power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (c) The execution and delivery of this Agreement by such Beneficiary and the consummation of the transactions provided for in this Agreement have been duly authorized by such Beneficiary by all necessary corporate action on the part of such Beneficiary. 10 (d) The execution and delivery by such Beneficiary of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof applicable to such Beneficiary will not conflict with or violate any Requirements of Law applicable to such Beneficiary or conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which such Beneficiary is a party or by which it or its properties are bound. (e) There are no proceedings or investigations, pending or, to the best knowledge of such Beneficiary, threatened against such Beneficiary before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of such Beneficiary, would materially and adversely affect the performance by such Beneficiary of its obligations under this Agreement or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (f) All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by such Beneficiary in connection with the execution and delivery by such Beneficiary of this Agreement and the performance of the transactions contemplated by this Agreement have been duly obtained, effected or given and are in full force and effect. (g) This Agreement constitutes a legal, valid and binding obligation of such Beneficiary enforceable against such Beneficiary in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (h) The Beneficiaries transferred all of their right, title and interest in and to the Trust Estate to the Trust free and clear of all claims, liens and other encumbrances. 11 ARTICLE IV Distributions of Funds SECTION 4.01. Distribution of Funds. All funds received by the Trust to the extent not encumbered by the Indenture and otherwise available for distribution (or if encumbered by the Indenture, which have been released by the relevant parties benefitting from such encumbrance) will be applied in the following order of priority: (i) First, to pay any amounts owing to the Trustee pursuant to Sections 11.01 and 11.02; and (ii) Second, to be distributed to the Beneficiaries. SECTION 4.02. Payments from Trust Estate Only. All payments to be made by the Trustee under this Agreement will be made only from the income and the capital proceeds derived from the Trust Estate and only to the extent that the Trustee will have received income or capital proceeds from the Trust Estate. Each Beneficiary agrees that it will look solely to the income and capital proceeds derived from the Trust Estate (to the extent available for payment as herein provided) and that, except as specifically provided herein, the Trustee will not be subject to any liability in its individual capacity under this Agreement to such Beneficiary or to any other Person. SECTION 4.03. Method of Payment. All amounts payable to the Beneficiaries pursuant to this Agreement will be paid by the Trustee to the applicable Beneficiary or a nominee therefor in such manner as such Beneficiary may from time to time designate in written instructions to the Trustee. ARTICLE V Duties of the Trustee SECTION 5.01. Action Upon Instructions. (a) It is the intention of the Beneficiaries that the powers and duties of the Trustee are to be purely ministerial only, and that the Managing Beneficiary will have the power to direct the Trustee as to all nonministerial matters concerning 12 the administration of the Trust (to the extent such matters are within the powers of the Managing Beneficiary). Accordingly, subject to Sections 5.01(b), 5.01(c), and Article XII, the Managing Beneficiary will direct the Trustee in the management of the Trust and the Trust Estate. Such direction may be exercised at any time by written instruction of the Managing Beneficiary pursuant to this Article V. (b) The Trustee will take such action or actions as may be specified in any instructions delivered in accordance with Section 5.01(a); provided, however, that the Trustee will not be required to take any such action if the Trustee Bank will have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Trustee is a party or is otherwise contrary to law, or (ii) is likely to result in liability on the part of the Trustee Bank, unless the Trustee Bank will have received additional indemnification or security satisfactory to the Trustee Bank from the Managing Beneficiary against all costs, expenses and liabilities arising from the Trustee's taking such action. (c) The Managing Beneficiary will not direct the Trustee to take or refrain from taking any action contrary to this Agreement, nor will the Trustee be obligated to follow any such direction. (d) In the event that the Trustee is unsure as to the application of any provision of this Agreement, or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or this Agreement permits any determination by the Trustee or is silent or is incomplete as to the course of action to be adopted, the Trustee will promptly give notice to the Managing Beneficiary requesting written instructions as to the course of action to be adopted and, to the extent the Trustee acts in good faith in accordance with such written instructions received from the Managing Beneficiary, the Trustee will not be liable on account of such action to any Person. If the Trustee will not have received appropriate written instructions within 30 days of such notice (or within such shorter period of time as reasonably may be specified in such notice) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement, as it deems to be in the best interests of the Beneficiaries, and will have no liability to any Person for such action or inaction. (e) The Trustee will, subject to this Section 5.01, act in accordance with the instructions given to it by the Managing Beneficiary, and to the extent the Trustee acts in good faith in accordance with such instructions, the Trustee will not be liable on account of such action to any Person. 13 SECTION 5.02. No Duty to Act Under Certain Circumstances. Notwithstanding anything contained herein to the contrary, neither the Trustee Bank nor the Trustee, except a Trustee Bank authorized as co-trustee, will be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action would (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (ii) result in any fee, tax or governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by the Trustee Bank; or (iii) subject the Trustee Bank to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Trustee Bank or the Trustee, as the case may be, contemplated hereby. SECTION 5.03. No Duties Except Under Specified Agreements or Instructions. (a) The Trustee will not have any duty or obligation to manage, control, use, make any payment in respect of, register, record, insure, inspect, sell, dispose of, create, maintain or perfect any security interest or title in or otherwise deal with any part of the Trust Estate, prepare, file or record any document or report, or to otherwise take or refrain from taking any action under, or in connection with, this Agreement, the Trust or any document contemplated hereby to which the Trust or the Trustee is a party, except as expressly provided by the terms of this Agreement or in written instructions from the Managing Beneficiary received pursuant to Section 5.01; and no implied duties or obligations will be read into this Agreement against the Trustee. The Trustee nevertheless agrees that it will, in its individual capacity and at its own cost and expense, promptly take all action as may be necessary to discharge any lien, pledge, security interest or other encumbrance on any part of the Trust Estate which results from actions by or claims against the Trustee or the Trustee Bank not related to the ownership of any part of the Trust Estate. (b) The Trustee agrees that it will not manage, control, use, lease, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to, or the authority conferred upon, the Trustee pursuant to this Trust Agreement, or (ii) in accordance with the express terms hereof or with written instructions from the Managing Beneficiary pursuant to Section 5.01. SECTION 5.04. Trust Operation. The operations of the Trust will be conducted in accordance with the following standards: 14 (a) the Trust will act solely in its own name through the Trustee or the Managing Beneficiary; (b) the Trust will not incur any indebtedness for money borrowed or incur any obligations except in connection with the purposes set forth in Section 2.03 of this Agreement; (c) the Trust's funds and assets will at all times be maintained separately from those of the Beneficiaries and their affiliates; (d) the Trust will take all reasonable steps to continue its identity as a separate legal entity and to make it apparent to third persons that it is an entity with assets and liability distinct from those of the Beneficiaries, the Beneficiaries' affiliates or any other third person, and will use stationery and other business forms of the Trustee or the Trust and not that of the Beneficiaries or any of their affiliates, and will use its best efforts to avoid the appearance (i) of conducting business on behalf of the Beneficiaries or any affiliates thereof, or (ii) that the assets of the Trust are available to pay the creditors of the Beneficiaries or any affiliates thereof; (e) the Trust will not hold itself out as being liable for the debts of the Beneficiaries or any affiliates thereof; (f) the Trust will not engage in any transaction with the Beneficiaries or any affiliates thereof, except as required, or specifically permitted, by this Agreement or unless such transaction is otherwise on terms neither more favorable nor less favorable than the terms and conditions available at the time to the Trust for comparable transactions with other Persons; and (g) the Trust will not enter into any voluntary bankruptcy or insolvency proceeding without a finding by the Trustee that the Trust's liabilities exceeds its assets or that the Trust is unable to pay its debts in a timely manner as they become due. SECTION 5.05. Execution of Documents. The Trustee will, at the direction of the Managing Beneficiary, execute and deliver on behalf of the Trust such instruments, agreements and certificates contemplated hereby to which the Trust is a party (such direction to be 15 conclusively evidenced by the Trustee's execution and delivery of such documents in the presence of the Managing Beneficiary or its counsel). SECTION 5.06. Nonpetition Covenants. Notwithstanding any prior termination of the Trust or this Agreement, each of the Trustee and the Beneficiaries covenants and agrees that it shall not at any time with respect to the Trust or the Master Trust acquiesce, petition or otherwise invoke or cause the Trust or the Master Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust or the Master Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or the Master Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust or the Master Trust; provided, however, that this Section 5.06 shall not operate to preclude any remedy described in Article VII of the Indenture. ARTICLE VI Concerning the Trustee Bank SECTION 6.01. Acceptance of Trust and Duties. The Trustee Bank accepts the trust hereby created and agrees to perform the same but only upon the terms of this Agreement. The Trustee Bank also agrees to disburse all moneys actually received by it constituting part of the Trust Estate in accordance with the terms of this Agreement. The Trustee Bank will not be answerable or accountable under any circumstances in its individual capacity, except (i) for its own willful misconduct or gross negligence, (ii) in the case of the inaccuracy of any representation or warranty contained in Section 6.03 or Section 6.07, (iii) for the failure by the Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.03(a), or (iv) for taxes, fees or other charges on, based on or measured by, any fees, commissions or other compensation earned by the Trustee Bank for acting as trustee hereunder. In particular, but not by way of limitation: (a) The Trustee Bank will not be personally liable for any error of judgment made in good faith by an authorized officer of the Trustee so long as the same will not constitute gross negligence or willful misconduct; 16 (b) The Trustee Bank will not be personally liable with respect to any action taken or omitted to be taken by the Trustee in good faith in accordance with the instructions of the Managing Beneficiary; (c) No provision of this Agreement will require the Trustee Bank to expend or risk its personal funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder, if the Trustee Bank will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it, including such advances as the Trustee Bank may reasonably request; (d) Under no circumstance will the Trustee Bank be personally liable for the accuracy or performance of any representation, warranty, covenant, agreement or other obligation, including any indebtedness, of the Trust; (e) The Trustee Bank will not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Beneficiaries or with respect to any agreement entered into by the Trust. (f) Under no circumstances will the Trustee Bank be responsible for the action or inaction of the Managing Beneficiary, nor will the Trustee Bank be responsible for monitoring the performance of the Managing Beneficiary's duties hereunder. SECTION 6.02. Furnishing of Documents. The Trustee will furnish to the Managing Beneficiary, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Trustee with respect to the Trust or the Trust Estate. SECTION 6.03. Representations and Warranties as to the Trust Estate. The Trustee makes no representation or warranty as to the title, value, condition, design, operation, merchantability or fitness for use of the Trust Estate (or any part thereof) or any other representation or warranty, express or implied, whatsoever with respect to the Trust Estate (or any part thereof) except that the Trustee, in its individual capacity, hereby represents and warrants to the Beneficiaries that it will comply with the last sentence of Section 5.03(a). 17 SECTION 6.04. Signature of Returns. At the request of the Managing Beneficiary, the Trustee will sign on behalf of the Trust any Periodic Filings of the Trust or other documents relating to the Trust. SECTION 6.05. Reliance; Advice of Counsel. The Trustee will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for all purposes rely on an officer's certificate of the relevant party, as to such fact or matter, and such officer's certificate will constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the Trust, the Trustee may, at the expense of the Trust (i) execute the trust or any of the powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and the Trustee will not be liable for the default or misconduct of any agent or attorney appointed by it in good faith; and (ii) consult with counsel, accountants and other skilled persons to be selected and employed by it, and the Trustee will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. SECTION 6.06. Not Acting in Individual Capacity. Except as provided in this Article VI, in accepting the trust hereby created the Trustee Bank acts solely as Trustee hereunder and not in its individual capacity; and all Persons having any claim against the Trust or the Trustee, whether by reason of the transactions contemplated by this Agreement or otherwise, will look only to the Trust Estate (or a part thereof, as the case may be) for payment or satisfaction thereof, except as specifically provided in this Article VI. SECTION 6.07. Representations and Warranties. The Trustee Bank, other than a Trustee Bank appointed as a co-trustee, hereby represents and warrants to the Beneficiaries that: (a) The Trustee Bank is a Delaware banking corporation organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and 18 approvals required under the laws of the State of Delaware to carry on its trust business as now conducted. (b) The execution, delivery and performance by the Trustee Bank, in its individual capacity, of this Agreement are within the corporate power of the Trustee Bank, have been duly authorized by all necessary corporate action on the part of the Trustee Bank (no action by its shareholders being required) and do not (i) violate or contravene any judgment, injunction, order or decree binding on the Trustee Bank or (ii) violate, contravene or constitute a default under any provision of the articles of incorporation or bylaws of the Trustee Bank or (iii) result in the creation or imposition of any lien attributable to the Trustee Bank, in its individual capacity, on the Trust Estate. This Agreement constitutes the legal, valid and binding agreement of the Trustee Bank, enforceable against the Trustee Bank in accordance with its terms except to the extent that the enforceability thereof is subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, receivership and other similar laws now or hereafter in effect related to creditors' rights generally and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) No consent, approval, authorization or order of, or filing with, any court or regulatory, supervisory or governmental agency or body of the State of Delaware is required by the Trustee Bank under current Delaware law in connection with the execution, delivery or performance by the Trustee Bank, in its individual capacity, of this Agreement. (d) The Trustee Bank complies with all of the requirements of Chapter 38, Title 12 of the Delaware Code relating to the qualification of a trustee of a Delaware business trust. ARTICLE VII Termination of Trust Agreement SECTION 7.01. Termination. This Agreement and the Trust created hereby will automatically terminate, and this Agreement will be of no further force or effect, upon the sale or other final disposition by the Trustee of all property constituting part of the Trust Estate and the 19 final distribution by the Managing Beneficiary of all moneys or other property or proceeds constituting part of the Trust Estate in accordance with the terms of Article IV. SECTION 7.02. Certificate of Cancelation. Upon the termination of the Trust, the Trustee will file a certificate of cancelation with the Secretary of State of the State of Delaware. ARTICLE VIII Successor Trustees, Co-Trustees and Separate Trustees SECTION 8.01. Resignation and Removal of the Trustee; Appointment of Successors. Upon the occurrence of a Disqualification Event with respect to the Trustee, the Beneficiaries may appoint a successor Trustee by an instrument signed by the Beneficiaries. If a successor Trustee will not have been appointed within 30 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Trustee or the Beneficiaries may apply to any court of competent jurisdiction to appoint a successor Trustee to act until such time, if any, as a successor will have been appointed as above provided. Any successor Trustee so appointed by such court will immediately and without further act be superseded by any successor Trustee appointed as above provided within one year from the date of the appointment by such court. The Trustee may resign at any time without cause by giving at least 30 days' prior written notice to the Beneficiaries. In addition, the Beneficiaries may at any time remove the Trustee without cause by an instrument in writing delivered to the Trustee. No such removal or resignation shall become effective until a successor Trustee, however appointed, becomes vested as Trustee hereunder pursuant to Section 8.02. SECTION 8.02. Transfer Procedures. Any successor Trustee, however appointed, will execute and deliver to the predecessor Trustee an instrument accepting such appointment, and such other documents of transfer as may be necessary, and thereupon such successor Trustee, without further act, will become vested with all the estates, properties, rights, powers, duties and trust of the predecessor Trustee in the trust hereunder with like effect as if originally named a Trustee herein and the predecessor Trustee will be fully discharged of its duties and obligations to serve as Trustee hereunder. 20 SECTION 8.03. Qualification of Trustee. Any Trustee will at all times be (i) a trust company or a banking corporation under the laws of its state of incorporation or a national banking association, having all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on a trust business in the State of Delaware, (ii) comply with Section 3807 (and any other applicable Section) of the Delaware Code relating to the treatment of Delaware Business Trusts (Title 12, Chapter 38) and (iii) have a combined capital and surplus of not less than $50,000,000 (or have its obligations and liabilities irrevocably and unconditionally guaranteed by an affiliated Person having a combined capital and surplus of at least $50,000,000). SECTION 8.04. Co-trustees and Separate Trustees. Whenever the Trustee or the Managing Beneficiary will deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Estate will be situated or to make any claim or bring any suit with respect to the Trust Estate, or whenever the Trustee or the Beneficiaries will be advised by counsel satisfactory to them that such action is necessary or prudent, the Trustee and the Beneficiaries will execute and deliver an agreement supplemental hereto and all other instruments and agreements, and will take all other actions, necessary or proper to appoint one or more Persons either as co-trustee or co-trustees jointly with the Trustee of all or any part of the Trust Estate, or as a separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof, and such rights or duties, as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Trustee and the Beneficiaries. In case a Disqualification Event will occur with respect to any such co-trustee or separate trustee, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee will, so far as permitted by law, vest in and be exercised by the Trustee, without the appointment of a successor to such co-trustee or separate trustee. ARTICLE IX Amendments SECTION 9.01. Amendments. This Agreement may be amended only by a written instrument executed by the Trustee and the Beneficiaries upon issuance of a Master Trust Tax Opinion, an Issuer Tax Opinion and in compliance with Sections 1009 and 1010 of the Indenture. 21 ARTICLE X Ownership Interests and Certificates SECTION 10.01. Issuance of Trust Certificates. (a) Promptly following the execution and delivery of this Agreement, the Trustee will issue and deliver to each Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (each, a "Trust Certificate") evidencing such Beneficiary's respective ownership interests (the "Ownership Interests") in the Trust. (b) The Trust Certificate will be executed by manual signature on behalf of the Trustee by an authorized officer. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. Each Trust Certificate will be dated the date of its execution. (c) The Beneficiaries will be entitled to all rights provided to them under this Agreement and in the Trust Certificates and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificates. (d) The Trustee will maintain at its office referred to in Section 2.07, or at the office of any agent appointed by it and approved in writing by the Managing Beneficiary, a register for the registration of the Trust Certificates. Such register will show the name and address of each holder of a Trust Certificate, and the Trustee will treat such register as definitive and binding for all purposes hereunder. SECTION 10.02. Beneficial Interest; Prohibitions on Transfer. (a) The Ownership Interests will at all times be beneficially owned by Citibank (South Dakota) and Citibank (Nevada). Transfers of the Ownership Interests may be made between Beneficiaries, but neither Beneficiary may transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Ownership Interest to any other Person, except to the extent a corresponding transfer of the Sellers' Interest and the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by either Beneficiary of all or any part of its right, title and interest in and to this Agreement and the Trust Estate or any purported transfer of the Trust Certificate or its Ownership Interest by the 22 Beneficiary to any Person, in whole or in part, which is not in compliance with the terms of the Pooling and Servicing Agreement, will be null and void. (b) Each Trust Certificate will bear a legend setting forth the restriction on the transferability of Ownership Interests substantially as follows: "THIS CERTIFICATE OF BENEFICIAL INTEREST MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT, THE INVESTMENT COMPANY ACT OF 1940 AND APPLICABLE STATE SECURITIES LAWS." SECTION 10.03. Lost or Destroyed Trust Certificate. If any Trust Certificate will become mutilated, destroyed, lost or stolen, the Trustee will, upon the written request of the holder of such Trust Certificate, and compliance with all applicable terms of this paragraph, execute and deliver to such holder in replacement thereof a new Trust Certificate dated the same date as on the Trust Certificate so mutilated, destroyed, lost or stolen. If the Trust Certificate being replaced has been mutilated, destroyed, lost or stolen, the holder of such Trust Certificate will furnish to the Trustee such security or indemnity as may be required by the Trustee to save the Trustee harmless from any damage, loss or liability in connection with such Trust Certificate, and the Trustee may require from the party requesting such new Trust Certificate payment of a sum to reimburse the Trustee for, or to provide funds for, the payment of any costs, fees and expenses and any tax or other governmental charge in connection therewith and any charges paid or payable by the Trustee. 23 ARTICLE XI Compensation of Trustee and Indemnification SECTION 11.01. Trustee's Fees and Expenses. To the extent funds are available pursuant to Section 4.01, the Trust will (i) pay to the Trustee Bank all fees and other charges described in a separate fee agreement dated as of the date hereof between the Trust and the Trustee Bank promptly when due thereunder and (ii) reimburse the Trustee Bank for all other reasonable out-of-pocket costs and expenses (including reasonable fees and expenses of counsel) incurred by it in connection with its acting as Trustee of the Trust. SECTION 11.02. Indemnification. To the extent funds are available pursuant to Section 4.01, the Trust hereby agrees, whether or not any of the transactions contemplated by this Agreement will be consummated, to assume liability for, and hereby indemnifies, protects, saves and keeps harmless the Trustee Bank and its officers, directors, successors, assigns, legal representatives, agents and servants (each an "Indemnified Person"), from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against an Indemnified Person (whether or not also indemnified against by any other person) in any way relating to or arising out of (i) this Agreement or any other related documents or the enforcement of any of the terms of any thereof, the administration of the Trust Estate or the action or inaction of the Trustee, or the Trustee Bank under this Agreement, and (ii) the manufacture, purchase, acceptance, nonacceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any property (including any strict liability, any liability without fault and any latent and other defects, whether or not discoverable), except, in any such case, to the extent that any such liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses and disbursements are the result of any of the matters described in the third sentence of Section 6.01 hereof. In case any such action, investigation or proceeding will be brought involving an Indemnified Person, the Trust will assume the defense thereof, including the employment of counsel and the payment of all expenses. The Trustee Bank will have the right to employ 24 separate counsel in any such action, investigation or proceeding and to participate in the defense thereof, but the reasonable counsel fees and expenses of such counsel will be paid by the Trust. The indemnification set forth herein will survive the termination of this Agreement. ARTICLE XII Miscellaneous SECTION 12.01. Conveyance by the Trustee is Binding. Any sale or other conveyance of any part of the Trust Estate by the Trustee made pursuant to the terms of this Agreement will bind the Beneficiaries and will be effective to transfer or convey all beneficial interest of the Trustee and Beneficiaries in and to such part of the Trust Estate, as the case may be. No purchaser or other grantee will be required to inquire as to the authorization, necessity, expediency or regularity of such sale or conveyance or as to the application of any sale or other proceeds with respect thereto by the Trustee or the officers. SECTION 12.02. Instructions; Notices. All instructions, notices, requests or other communications ("Deliveries") desired or required to be given under this Agreement will be in writing and will be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) telecopy or other facsimile transmission or (d) personal delivery, with receipt acknowledged in writing, to the following addresses: (i) if to Citibank (South Dakota): 701 East 60th Street, North Sioux Falls, South Dakota 57117 Attention: Chief Financial Officer 25 with a copy to: 701 East 60th Street, North Sioux Falls, South Dakota 57117 Attention: General Counsel (ii) if to Citibank (Nevada): 8725 West Sahara Avenue Las Vegas, NV 89163 Attention: Chief Financial Officer with a copy to: 8725 West Sahara Avenue Las Vegas, NV 89163 Attention: General Counsel (iii) if to the Trustee: [Name of Trustee] [Address] Wilmington, Delaware [ZIP] Telecopy: ( ) - Attention: Corporate Trust Administration 26 with a copy to: [ ] [ ] [ ] [ ] [ ] Attention: [ ] All Deliveries will be deemed given when actually received or refused by the party to whom the same is directed (except to the extent sent by certified or registered mail, return receipt requested, postage prepaid, in which event such Deliveries will be deemed given three days after the date of mailing and except to the extent sent by telecopy or other facsimile transmission, in which event such Deliveries will be deemed given when answer back is received). Either party may designate a change of address or supplemental address by notice to the other party, given at least 15 days before such change of address is to become effective. SECTION 12.03. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable any provision hereof in any other jurisdiction. SECTION 12.04. Limitation of Liability. (a) Neither any Beneficiary nor any officer, director, employee, agent, partner, shareholder, trustee or principal of (i) the Beneficiaries, (ii) the Trust or (iii) any Person owning, directly or indirectly, any legal or beneficial interest in either Beneficiary, will have any liability or obligation with respect to the Trust or the performance of this Agreement or any other agreement, document or instrument executed by the Trust, and the creditors of the Trust and all other Persons will look solely to the Trust Estate for the satisfaction of any claims with respect thereto. The foregoing limitation of liability is subject to Section 12.06 and is in addition to, and not exclusive of, any limitation of liability applicable to the Persons referred to above by operation of law. (b) All agreements entered into by the Trust under which the Trust would have any material liability will contain an exculpatory provision substantially to the following effect: 27 Neither any trustee nor any beneficiary of Citibank Credit Card Issuance Trust nor any of their respective officers, directors, employers or agents will have any liability with respect to this agreement, and recourse may be had solely to the assets of Citibank Credit Card Issuance Trust with respect thereto. SECTION 12.05. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. SECTION 12.06. Successors and Assigns. All covenants and agreements contained herein will be binding upon, and inure to the benefit of, the Trustee and its successors and assigns and the Beneficiaries and their successors and assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by any Beneficiary will bind the successors and assigns of such Beneficiary. SECTION 12.07. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and will not define or limit any of the terms or provisions herein. SECTION 12.08. Governing Law. This Agreement will in all respects be governed by, and construed in accordance with, the laws of the State of Delaware without regard to conflicts of law principles of such State. SECTION 12.09. No Recourse. The Certificateholder by accepting the Certificate acknowledges that the Certificate does not represent an interest in or obligation of the 28 Beneficiaries, the Trustee (in its individual capacity), the Indenture Trustee or any Affiliate thereof, and no recourse may be had against such parties or their assets, or against the assets pledged under the Indenture. IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly executed, all as of the day and year first above written. [NAME OF TRUSTEE], as Trustee and not in its individual capacity by Name: Title: CITIBANK (NEVADA), NATIONAL ASSOCIATION by Name: Title: 29 CITIBANK (SOUTH DAKOTA), N.A. by Name: Title: 30 EXHIBIT A FORM OF TRUST CERTIFICATE THIS CERTIFICATE OF BENEFICIAL INTEREST MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE TRUST AGREEMENT REFERRED TO BELOW. IN ADDITION, THE BENEFICIAL INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT, THE INVESTMENT COMPANY ACT OF 1940 AND APPLICABLE STATE SECURITIES LAWS. CITIBANK CREDIT CARD ISSUANCE TRUST CERTIFICATE OF BENEFICIAL INTEREST UNDER TRUST AGREEMENT DATED AS OF [ ], [ ] Certificate No. [ ] [ ], [ ] [Name of Trustee], a Delaware banking corporation, not in its individual capacity but solely as trustee (the "Trustee") under a Trust Agreement dated as of [ ], [ ] (the "Trust Agreement"), among Citibank (Nevada), National Association ("Citibank (Nevada)"), and Citibank (South Dakota), N.A. ("Citibank (South Dakota)") as Beneficiaries, and the Trustee, hereby certifies on behalf of the Trust that [Citibank (Nevada)] [Citibank (South Dakota)] is the owner (the "Owner") of its Beneficiary Percentage of the Ownership Interests in the Trust provided for and created by the Trust Agreement. This Certificate of Beneficial Interest is issued pursuant to and is entitled to the benefits of the Trust Agreement, and the Owner hereof by acceptance hereof agrees to be bound by the terms of the Trust Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and obligations of the Owner hereof. The Trustee may treat the Person in whose name this Certificate of Beneficial Interest is registered on the note register maintained by the Trustee pursuant to Section 10.01(d) of the Trust Agreement as the absolute Owner hereof for all purposes. Capitalized terms used but not defined herein have the meanings ascribed to them in or by reference to the Trust Agreement. This Certificate of Beneficial Interest and the Trust Agreement will in all respects be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to any conflict-of-law provisions. 2 IN WITNESS WHEREOF, the Trustee, pursuant to the Trust Agreement, has caused this Certificate of Beneficial Interest to be issued by the Trust as of the date hereof. CITIBANK CREDIT CARD ISSUANCE TRUST, by NAME OF TRUSTEE], as Trustee under Trust Agreement, and not in its individual capacity by Name: Title: 3 -----END PRIVACY-ENHANCED MESSAGE-----