Exhibit 4.10
Form of Amendment No. 1 dated
as of April
, 2006 to the Series 2000 Supplement
AMENDMENT NO. 1 dated as of April
, 2006 (the “Amendment”), to the Series 2000 Supplement
dated as of September 26, 2000 (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 and Servicer (“Citibank (South
Dakota)”), CITIBANK (NEVADA), NATIONAL ASSOCIATION, a
national banking association, as Seller (“Citibank
(Nevada)” and together with Citibank (South Dakota), the
“Banks”), 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. Amendment to
Section 2.01 . The following defined term is hereby added
to Section 2.01 of the Series 2000 Supplement in proper
alphabetical order:
“ Regulation AB ”
shall mean Regulation AB adopted by the Securities and Exchange
Commission (17 CFR §229.1100 et seq. ).
3. Amendment to Article VI .
Article VI of the Series 2000 Supplement is hereby amended by
adding a new Section 6.04 and a new Section 6.05 as
follows:
“SECTION 6.04. Annual
Servicer’s Officer’s Certificates . (a)
Servicer Compliance Statement . Within the
earlier of 90 days after the end of each fiscal year or such date
as required by Regulation AB, beginning with the fiscal year ending
December 31, 2006, the Servicer will deliver to the Trustee,
the Sellers, the Series 2000 Certificate Representative and each
Rating Agency, the statement of compliance required under
Item 1123 of Regulation AB with respect to such fiscal year,
which statement shall be in the form of an Officer’s
Certificate of the Servicer to the effect that (i) a review of
the Servicer’s activities during such fiscal year and of its
performance under the Agreement has been made under the supervision
of the officer signing such Officer’s Certificate and
(ii) to the best of such officer’s knowledge, based on
such review, the Servicer has fulfilled all of its obligations
under the Agreement in all material respects throughout such fiscal
year, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure
known to such officer and the nature and status thereof.
(b) Report of Assessment of
Compliance with Servicing Criteria . Within the earlier of
90 days after the end of each fiscal
