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 su
