series-2000.htm


     

     

     

     

    Exhibit 4.1

     

     

    Execution
Copy

     

    AMENDMENT
NO. 2 dated as of May 1, 2009 (this “Amendment”), to the Series 2000
Supplement dated as of September 26, 2000 (as amended through the date hereof,
the “Series 2000 Supplement”), to the Amended and Restated Pooling and Servicing
Agreement dated as of October 5, 2001 (as amended through the date hereof, the
“Agreement”), among CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION, a national
banking association, as Seller, Servicer and successor by merger to Citibank
(Nevada), National Association, as Seller, and DEUTSCHE BANK TRUST COMPANY
AMERICAS, as trustee (the “Trustee”).

    


    The
parties hereto hereby agree as follows:

    


    1. Defined
Terms.  Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Series 2000
Supplement.

     

    2. Amendments to Section
2.01(a).  The definitions of the terms “Available Investor
Principal Collections,” “Investor Finance Charge Collections” and “Subordinated
Series Reallocated Principal Collections” are hereby amended and restated in
their entirety as follows:

     

    “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 2000
Excess Principal Collections on deposit in the Collection Account for such Due
Period, plus (d)
Subordinated Series Reallocated Principal Collections which, pursuant to the
terms of the related Supplement are reallocated to Series 2000 and treated as a
portion of Available Investor Principal Collections for such Due Period, plus (e) the Reassignment
Amount.

     

    “Investor Finance Charge
Collections” shall mean, with respect to any Due Period, the sum of (a)
an amount equal to the product of (i) the Floating Allocation Percentage for
such Due Period and (ii) Allocable Finance Charge Collections deposited in the
Collection Account for such Due Period; minus (b) the aggregate
amount of Servicer Interchange for such Due Period, plus (c) Subordinated Series
Reallocated Principal Collections which, pursuant to the terms of the related
Supplement are reallocated to Series 2000 and treated as a portion of Investor
Finance Charge Collections for such Due Period.

     

    “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 reallocated
to Series 2000 for such Due Period and treated as a portion of Available
Investor Principal Collections or Investor Finance Charge
Collections.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    3. Amendment to Section
4.03.  Section 4.03(a) is hereby amended by replacing the first
sentence thereof with the following:

     

    
      	
               
      

            	
              “With
      respect to any Due Period, the Servicer will compute the amount, if any,
      by which the Series 2000 Default Amount for such Due Period exceeds (i)
      the amount of Investor Finance Charge Collections with respect to such Due
      Period, minus
      (ii) an amount equal to accrued and unpaid fees and expenses of, and other
      amounts due to, the Indenture Trustee, minus (iii) an amount
      equal to the targeted deposit to the Interest Funding Account with respect
      to such Due Period pursuant to Section 4.02(a)(ii)(B), minus (iv) the amount
      of the Series 2000 Monthly Servicing Fee with respect to such Due Period
      paid pursuant to Section 4.02(a)(ii)(A) (such excess, an “Investor
      Charge-Off”).”

            


    

    


    4. Conditions to
Effectiveness.  It shall be a condition to the effectiveness of
this Amendment that, on or prior to the date hereof, (a) the Bank shall have
delivered to the Trustee an Opinion of Counsel, substantially in the form of
Exhibit H-1 to the Agreement to the effect that (i) the Amendment has been
entered into in accordance with the terms and provisions of Section 13.01 of the
Agreement and will not adversely affect in any material respect the interests of
any Investor Certificateholder and (ii) the Amendment has been duly authorized,
executed and delivered by the Bank and is enforceable against it in accordance
with its terms, and (b) the Rating Agency Condition shall have been
satisfied.

     

    5. Governing
Law.  This Amendment shall be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

     

    6. Counterparts.  This
Amendment may be executed in two or more counterparts (and by different parties
on separate counterparts), each of which shall be an original, but all of which
together shall constitute one and the same instrument.

     

    7. Effect on Series 2000
Supplement. Except as expressly
amended hereby, the Series 2000 Supplement shall continue in full force and
effect in accordance with the provisions thereof as in existence on the date
hereof.  After the date hereof, any reference to the Series 2000
Supplement shall mean the Series 2000 Supplement as amended by this
Amendment.  The Trustee makes no representation as to the validity or
sufficiency of this Amendment.

     

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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers as of the date first above
written.

    


    


    CITIBANK
(SOUTH DAKOTA),

    NATIONAL
ASSOCIATION,

    Seller
and Servicer,

    


    

      By:  /s/
Douglas C. Morrison

      -------------------------------------------

            Douglas
C. Morrison

                 
Vice President

      
 

    

    DEUTSCHE
BANK TRUST COMPANY

    AMERICAS,
as Trustee,

    

      


      By:  /s/
Irene Siegel

      -------------------------------------------

               Irene
Siegel

      Vice President

      


      By:  /s/
Maria Inoa

      -------------------------------------------

               Maria
Inoa

      Associate

      


    

    


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