Exhibit No. 4.1
REASSIGNMENT NO. 12 OF RECEIVABLES
REASSIGNMENT NO.
12 OF RECEIVABLES ("Reassignment"), dated as of August 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, August 31, 2005.
"Removal Notice
Date" shall mean, with respect to the Removed Accounts
designated hereby, August 24, 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
