Exhibit No. 4.1
REASSIGNMENT NO. 11 OF RECEIVABLES
REASSIGNMENT NO. 11 OF RECEIVABLES ("Reassignment"), dated as of
March
31, 2005, by and between CITI OMNI-S
FINANCE LLC, a Delaware corporation (the
"Seller"), and THE BANK OF NEW YORK (as
successor trustee to Bank One, National
Association (formerly The First National
Bank of Chicago)) (the "Trustee"),
pursuant to the Pooling and Servicing
Agreement referred to below.
W I T N E S S E T H
WHEREAS, the Seller and the Trustee are parties to the Pooling
and
Servicing Agreement, dated as of July 31,
1994 (hereinafter as such agreement
may have been, or may from time to time be,
amended, supplemented or otherwise
modified, the "Pooling and Servicing
Agreement");
WHEREAS, pursuant to the Pooling and Servicing Agreement, the
Seller
wishes to remove all Receivables from
certain designated Accounts of the Seller
(the "Removed Accounts") and to cause the
Trustee to reconvey the Receivables of
such Removed Accounts, whether now existing
or hereafter created, from the Trust
to the Seller (as each such term is defined
in the Pooling and Servicing
Agreement); and
WHEREAS, the Trustee
is willing to accept such designation and to
reconvey the Receivables in the Removed
Accounts subject to the terms and
conditions hereof;
NOW, THEREFORE, the Seller and the Trustee hereby agree as
follows:
1. Defined Terms. All terms defined in the Pooling and
Servicing
Agreement and used herein shall have such
defined meanings when used herein,
unless otherwise defined herein.
"Removal Date" shall mean, with respect to the Removed Accounts
designated hereby, March 31, 2005.
"Removal Notice Date" shall mean, with respect to the Removed
Accounts
designated hereby, March 23, 2005 (which
shall be a date on or prior to the
fifth Business Day prior to the Removal
Date).
2. Designation of Removed Accounts. The Seller shall deliver to
the
Trustee, not later than five Business Days
after the Removal Date, a computer
file, microfiche list or hard copy
containing a true and complete list of all
such Removed Accounts, which computer file,
microfiche list or hard copy shall,
as of the Removal Date, amend Schedule 1 to
the Pooling and Servicing Agreement.
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3. Conveyance of Receivables.
(a) The Trustee does hereby transfer, assign, set-over and
otherwise
convey to the Seller, without recourse on
and after the Removal Date, all right,
title and interest of the Trust in and to
the Receivables now existing and
hereafter created in the Removed Accounts
designated hereby, all monies due or
to become due with respect thereto
(including all Finance Charge Receivables),
all proceeds (as defined in Article 9 of
the UCC as in effect in the State of
New York) of
