SECOND AMENDED AND RESTATED INDENTURE Dated As Of September . - Citigroup
SECOND AMENDED AND RESTATED INDENTUREdated as of September 26, 2000,As Amended and Restated as of August 9, 2011As Further Amended and Restated as of November 10, 2016betweenCITIBANK CREDIT CARD ISSUANCE TRUST,as Issuer,andDEUTSCHE BANK TRUST COMPANY AMERICAS,as Trustee
TABLE OF CONTENTSPageRECITALS OF THE ISSUER .1GRANTING CLAUSE .1AGREEMENTS OF THE PARTIES.2LIMITED RECOURSE .3ARTICLE I Definitions and Other Provisions of General Application .3SECTION 101. Definitions. .3SECTION 102. Compliance Certificates and Opinions.24SECTION 103. Form of Documents Delivered to Trustee. .24SECTION 104. Acts of Noteholders. .25SECTION 105. Notices, etc., to Trustee and Issuer. .26SECTION 106. Notices to Noteholders; Waiver. .26SECTION 107. Conflict with Trust Indenture Act. .26SECTION 108. Effect of Headings and Table of Contents. .27SECTION 109. Successors and Assigns. .27SECTION 110. Separability Clause.27SECTION 111. Benefits of Indenture. .27SECTION 112. Governing Law. .27SECTION 113. Counterparts. .27SECTION 114. Interest Period Convention. .27SECTION 115. Indenture Referred to in the Trust Agreement. .27ARTICLE II Note Forms .27SECTION 201. Forms Generally.27SECTION 202. Forms of Notes. .28SECTION 203. Form of Trustee’s Certificate of Authentication. .28SECTION 204. Notes Issuable in the Form of a Global Note.28SECTION 205. Temporary Global Notes and Permanent Global Notes. .30SECTION 206. Beneficial Ownership of Global Notes. .32SECTION 207. Notices to Depository.32ARTICLE III The Notes .32SECTION 301. General Title; General Limitations; Issuable in Series; Terms of aSeries, Class or Tranche. .32SECTION 302. Denominations. .35SECTION 303. Execution, Authentication and Delivery and Dating.36SECTION 304. Temporary Notes. .36SECTION 305. Registration, Transfer and Exchange. .37SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes. .38SECTION 307. Payment of Interest; Interest Rights Preserved. .39SECTION 308. Persons Deemed Owners.39
SECTION 309. Cancellation.39SECTION 310. Computation of Interest. .40SECTION 311. New Issuances of Notes. .40SECTION 312. Specification of Required Subordinated Amount and other Terms withRespect to each Class of a Multiple Issuance Series. .42SECTION 313. Required Subordinated Amount Conditions to Issuance of Notes of aTranche of a Senior Class of a Multiple Issuance Series. .43ARTICLE IV Accounts and Investments .45SECTION 401. Collections. .45SECTION 402. Accounts. .45SECTION 403. Investment of Funds in the Accounts.46SECTION 404. Excess Funds in the Interest Funding sub-Accounts or PrincipalFunding sub-Accounts.48ARTICLE V Allocations, Deposits and Payments .48SECTION 501. Allocations of Finance Charge Collections. .48SECTION 502. Allocations of Principal Collections. .49SECTION 503. Targeted Deposits of Finance Charge Collections to the InterestFunding Account. .50SECTION 504. Payments Received from Derivative Counterparties for Interest; OtherDeposits to the Interest Funding Account. .52SECTION 505. Allocation of Deposits to Interest Funding sub-Accounts. .52SECTION 506. Deposit of Principal Funding sub-Account Earnings in InterestFunding sub-Accounts; Principal Funding sub-AccountEarnings Shortfall.53SECTION 507. Withdrawals from Interest Funding Account. .54SECTION 508. Targeted Deposits of Principal Collections to the Principal FundingAccount. .55SECTION 509. Payments Received from Derivative Counterparties for Principal;Other Deposits to Principal Funding Accounts. .57SECTION 510. Reallocations of Funds on Deposit in the Principal Funding subAccounts. .58SECTION 511. Withdrawals from Principal Funding Account. .60SECTION 512. Limit on Reallocations of Principal Collections and Receivables SalesProceeds Deposit Amounts Taken to Benefit Senior Classes ofSingle Issuance Series. .61SECTION 513. Limit on Reallocations of Principal Collections and Receivables SalesProceeds Deposit Amounts Taken to Benefit Senior Classes ofMultiple Issuance Series. .62SECTION 514. Computation of Amount of Reallocations of Principal Collections andReceivables Sales Proceeds Deposit Amounts Taken fromSubordinated Classes; Allocations of Reductions to the NominalLiquidation Amount of Subordinated Classes from Reallocations-ii-
of Principal Collections and Receivables Sales Proceeds DepositAmounts.66SECTION 515. Limit on Repayments of Subordinated Classes of Single IssuanceSeries.68SECTION 516. Limit on Repayments of Subordinated Classes of Multiple IssuanceSeries.68SECTION 517. Limit on Repayments of all Tranches. .71SECTION 518. Targeted Deposits to the Class C Reserve Account. .71SECTION 519. Withdrawals from the Class C Reserve Account. .71SECTION 520. Reinvestment in the Collateral Certificate. .72SECTION 521. Final Payment. .72SECTION 522. Timing of Deposits. .73SECTION 523. Sale of Receivables. .73SECTION 524. Netting of Deposits and Payments. .76SECTION 525. Pro Rata Payments within a Tranche. .76SECTION 526. Allocations of Reductions from Investor Charge-Offs to the NominalLiquidation Amount or Receivables Sales Proceeds Amount ofSubordinated Classes. .76SECTION 527. Allocations of Reimbursements of Reductions in the NominalLiquidation Amount or Receivables Sales Proceeds DepositDeficits. .78SECTION 528. Order of Giving Effect to Reductions and Reimbursements of NominalLiquidation Amount. .80ARTICLE VI Satisfaction and Discharge; Cancellation of Notes Held by the Issuer or theBanks.81SECTION 601. Satisfaction and Discharge of Indenture. .81SECTION 602. Application of Trust Money. .81SECTION 603. Cancellation of Notes Held by the Issuer or the Banks.81ARTICLE VII Remedies .82SECTION 701. Events of Default. .82SECTION 702. Acceleration of Maturity; Rescission and Annulment. .83SECTION 703. Collection of Indebtedness and Suits for Enforcement by Trustee. .84SECTION 704. Trustee May File Proofs of Claim. .85SECTION 705. Trustee May Enforce Claims Without Possession of Notes. .85SECTION 706. Application of Money Collected.86SECTION 707. Trustee May Elect to Hold the Collateral Certificate. .86SECTION 708. Sale of Receivables for Accelerated Notes. .86SECTION 709. Noteholders Have the Right to Direct the Time, Method and Place ofConducting Any Proceeding for Any Remedy Available to theTrustee. .86SECTION 710. Limitation on Suits. .86SECTION 711. Unconditional Right of Noteholders to Receive Principal and Interest;Limited Recourse.87-iii-
SECTION 712. Restoration of Rights and Remedies.87SECTION 713. Rights and Remedies Cumulative. .87SECTION 714. Delay or Omission Not Waiver. .87SECTION 715. Control by Noteholders. .88SECTION 716. Waiver of Past Defaults. .88SECTION 717. Undertaking for Costs. .88SECTION 718. Waiver of Stay or Extension Laws. .89ARTICLE VIII The Trustee.89SECTION 801. Certain Duties and Responsibilities.89SECTION 802. Notice of Defaults.90SECTION 803. Certain Rights of Trustee. .90SECTION 804. Not Responsible for Recitals or Issuance of Notes. .91SECTION 805. May Hold Notes. .91SECTION 806. Money Held in Trust. .91SECTION 807. Compensation and Reimbursement, Limit on Compensation,Reimbursement and Indemnity. .91SECTION 808. Disqualification; Conflicting Interests. .92SECTION 809. Corporate Trustee Required; Eligibility. .92SECTION 810. Resignation and Removal; Appointment of Successor. .93SECTION 811. Acceptance of Appointment by Successor. .94SECTION 812. Merger, Conversion, Consolidation or Succession to Business. .95SECTION 813. Preferential Collection of Claims Against Issuer. .95SECTION 814. Appointment of Authenticating Agent. .95SECTION 815. Tax Returns. .97ARTICLE IX Noteholders’ Meetings, Lists, Reports by Trustee, Issuer and ManagingBeneficiary .98SECTION 901. Issuer To Furnish Trustee Names and Addresses of Noteholders.98SECTION 902. Preservation of Information; Communications to Noteholders.98SECTION 903. Reports by Trustee. .99SECTION 904. Meetings of Noteholders; Amendments and Waivers. .100SECTION 905. Reports by Issuer to the Commission. .101SECTION 906. Reports by Trustee. .101SECTION 907. Monthly Issuer’s Report. .101SECTION 908. Payment Request to Master Trust.101SECTION 909. Monthly Computation Statement.101ARTICLE X Supplemental Indentures; Amendments to the Pooling and ServicingAgreement and Amendments to the Trust Agreement .102SECTION 1001. Supplemental Indentures Without Consent of Noteholders. .102SECTION 1002. Supplemental Indentures with Consent of Noteholders. .103SECTION 1003. Execution of Supplemental Indentures. .104SECTION 1004. Effect of Supplemental Indentures. .105-iv-
SECTION 1005. Conformity with Trust Indenture Act. .105SECTION 1006. Reference in Notes to Supplemental Indentures.105SECTION 1007. Amendments to the Pooling and Servicing Agreement; Amendmentsto the Asset Representations Review Agreement; Treatment ofNoteholders and Note Owners. .105SECTION 1008. Amendments to the Trust Agreement. .106SECTION 1009. Notice. .106ARTICLE XI Representations, Warranties and Covenants of Issuer .107SECTION 1101. Payment of Principal and Interest. .107SECTION 1102. Maintenance of Office or Agency.107SECTION 1103. Money for Note Payments to be Held in Trust. .107SECTION 1104. Statement as to Compliance. .109SECTION 1105. Legal Existence. .109SECTION 1106. Further Instruments and Acts. .109SECTION 1107. Compliance with Laws. .109SECTION 1108. Notice of Events of Default. .109SECTION 1109. Certain Negative Covenants. .109SECTION 1110. No Other Business.110SECTION 1111. No Borrowing. .110SECTION 1112. Excluded Series. .110SECTION 1113. Rule 144A Information. .110ARTICLE XII Early Redemption of Notes .110SECTION 1201. Applicability of Article. .110SECTION 1202. Optional Repurchase.112SECTION 1203. Notice. .112ARTICLE XIII Collateral .113SECTION 1301. Recording, Etc. .113SECTION 1302. Trust Indenture Act Requirements. .115SECTION 1303. Suits To Protect the Collateral.115SECTION 1304. Purchaser Protected. .115SECTION 1305. Powers Exercisable by Receiver or Trustee. .115SECTION 1306. Determinations Relating to Collateral. .116SECTION 1307. Release of Collateral. .116SECTION 1308. Certain Actions by Trustee.116SECTION 1309. Opinions as to Collateral. .116SECTION 1310. Delegation of Duties.117SECTION 1311. Additional Representations Concerning Collateral. .117ARTICLE XIV Miscellaneous .118SECTION 1401. No Petition. .118SECTION 1402. Trust Obligations.118-v-
SECTION 1403. Limitations on Liability. .118SECTION 1404. Notes Treated as Debt. .119SECTION 1405. Actions Taken by the Issuer. .119SECTION 1406. Derivative Counterparty as Third-Party Beneficiary.119Annex IThreshold ConditionsExhibit AExhibit BExhibit CExhibit DExhibit E-1Exhibit E-2Form of Payment RequestForm of Monthly Computation StatementForm of Issuer’s ReportForm of Investment LetterForm of Certificate of Foreign Clearing AgencyForm of Alternate Certificate to be Delivered to Foreign Clearing Agency-vi-
RECONCILIATION AND TIE BETWEEN TRUST INDENTUREACT OF 1939 AND INDENTURE PROVISIONS*Trust IndentureAct SectionIndenture Section310(a)(1).(a)(2).(a)(3 .(a)(4).(a)(5).(b) .(c) .311(a) .(b) .(c) .312(a) .(b) .(c) .313(a) .(b) .(c) .(d) .314(a) .(b) .(c)(1).(c)(2).(c)(3).(d)(1) .(d)(2) .(d)(3) .(e) .315(a) .(b) .(c) .(d) .(d)(1) .(d)(2) .(d)(3) .(e) .316(a)(1)(A) .316(a)(1)(B) .316(a)(2).316(b) .316(c) .317(a)(1).317(a)(2).317(b) .318(a) .*809809Not ApplicableNot Applicable809808, 810(d)(i)Not Applicable813813Not Applicable901, 902(a)902(b)902(c)903903(c)903, 903(c)905905, 11041309102, 601(c), 1307102, 601(c), 1307102, 601(c), 13071302Not ApplicableNot Applicable102801(a), )717709716Not Applicable711Not Applicable703, 7057041103107This reconciliation and tie shall not, for any purpose be part of the within indenture.-xii-
SECOND AMENDED AND RESTATED INDENTURE, dated asof September 26, 2000, as amended and restated as of August 9, 2011, andas further amended and restated as of November 10, 2016 betweenCITIBANK CREDIT CARD ISSUANCE TRUST, a statutory trustorganized under the laws of the State of Delaware (the “Issuer”), andDEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known asBankers Trust Company), a New York banking corporation (the “Trustee”).RECITALS OF THE ISSUERThe Issuer and the Trustee are parties to that certain Indenture, dated as ofSeptember 26, 2000, as amended by Amendment No. 1 thereto dated as of November 14, 2001, asthe same was amended and restated as of August 9, 2011 (as amended, restated, supplemented orotherwise modified from time to time prior to the date hereof, the “Prior Indenture”).The Issuer and the Trustee have agreed to amend and restate the Prior Indenture inits entirety as set forth below.The Issuer has duly authorized the execution and delivery of this Second Amendedand Restated Indenture to provide for the issuance of its notes to be issued in one or more fullyregistered series, classes or tranches.All things necessary to make this Second Amended and Restated Indenture a validand legally binding agreement of the Issuer, in accordance with its terms, have been done.In consideration of the premises and the mutual agreements herein contained, andfor other good and valuable consideration, the parties hereby amend and restate the Prior Indenturein its entirety as follows:GRANTING CLAUSETo secure the Issuer’s obligations under the Notes, the Issuer hereby grants to (a) theTrustee, for the benefit and security of the Noteholders, (b) each counterparty to a DerivativeAgreement entered into in connection with the issuance of a tranche of Notes that expressly statesit is entitled to the benefit of the Collateral, subject to Section 1303, and (c) the Trustee, in itsindividual capacity (collectively, the “Secured Parties”), a Security Interest in all of its right, titleand 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;(v) the Class C Reserve Account;(vi) any Supplemental Account;
(vii) all sub-accounts in the Principal Funding Account, the Interest FundingAccount, the Class C Reserve Account and any Supplemental Account;(viii) all securities, securities entitlements, investments, money and other propertyheld in or through the Collection Account, the Principal Funding Account, the InterestFunding Account, the Class C Reserve Account, any Supplemental Account or any subaccount thereof;(ix) all rights, benefits and powers under any Derivative Agreement relating to anytranche of Notes;(x) all interest, principal, payments or distributions of any nature or type on any ofthe above;(xi) all rights of enforcement against any of the representations and warranties madeby the Beneficiaries pursuant to Section 3.01 of the Trust Agreement; and(xii) all present and future claims, demands, causes of and choses in action inrespect of any or all of the foregoing and all payments on or under and all proceeds ofevery 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 inthe Collateral is gran
SECOND AMENDED AND RESTATED INDENTURE dated as of September 26, 2000, As Amended and Restated as of August 9, 2011 As Further Amended and Restated as of November 10, 2016
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