EXHIBIT 4.1
REASSIGNMENT ▇▇. ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("Reassignment"), dated as of October
31, 2004, 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, October 31, 2004.
"Removal Notice Date" shall mean, with respect to the Removed Accounts
designated hereby, October 22, 2004 (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.
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 such Receivables and Insurance Proceeds relating thereto.
(b) In connection with such transfer, the Trustee authorizes the Seller to
file a termination statement with respect to the Receivables now existing and
hereafter created in the Removed Accounts designated hereby (which may be a
single termination statement with respect to all such Receivables) evidencing
the release by the Trust of its lien on the Receivables in the Removed Accounts,
and meeting the requirements of applicable state law, in such manner and such
jurisdictions as are necessary to remove such lien.
4. [Reserved].
5. Representations and Warranties of the Seller. The Seller hereby
represents and warrants to the Trust as of the Removal Date:
(a) Legal, Valid and Binding Obligation. This Reassignment constitutes a
legal, valid and binding obligation of the Seller enforceable against the Seller
in accordance with its terms, except as such enforceability may be limited by
bankruptcy, receivership, insolvency, reorganization, moratorium or similar laws
now or hereafter in effect relating to creditors' rights generally or general
principles of equity (whether considered in a proceeding at law or in equity)
and the discretion of the court before which any proceeding therefor may be
brought; and
(b) Selection Procedures. No selection procedures believed by the Seller to
be materially adverse to the interests of the Investor Certificateholders were
utilized in selecting the Removed Accounts designated hereby.
6. Representations and Warranties of the Trustee. Since the date of
transfer by the Seller under the Pooling and Servicing Agreement, the Trustee
has not sold, transferred or encumbered any Receivable in any Removed Account or
any interest therein.
7. Conditions Precedent. The amendment of the Pooling and Servicing
Agreement set forth in Section 8 hereof is subject to the satisfaction of the
condition precedent that the Seller shall have delivered to the Trustee an
Officer's Certificate certifying that (i) all requirements set forth in Section
2.09 of the Pooling and Servicing Agreement for designating Removed Accounts and
reconveying the Receivables of such Removed Accounts, whether now existing or
hereafter created, have been satisfied, and (ii) each of the representations and
warranties made by the Seller in Section 5 hereof is true and correct. The
Trustee may conclusively rely on such Officer's Certificate, shall have no duty
to make inquiries with regard to the matters set forth therein and shall incur
no liability in so relying.
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8. Amendment of the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement is hereby amended to provide that all references therein to
the "Pooling and Servicing Agreement," to "this Agreement" and "herein" shall be
deemed from and after the Removal Date to be a dual reference to the Pooling and
Servicing Agreement as supplemented by this Reassignment. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants and
conditions of the Pooling and Servicing Agreement shall remain unamended and
shall continue to be, and shall remain, in full force and effect in accordance
with their terms and except as expressly provided herein shall not constitute or
be deemed to constitute a waiver of compliance with or a consent to
non-compliance with any term or provision of the Pooling and Servicing
Agreement.
9. Counterparts. This Reassignment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Reassignment No. 10 of
Receivables to be duly executed and delivered by their respective duly
authorized officers on the day and year first above written.
CITI OMNI-S FINANCE LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
THE BANK OF NEW YORK
as Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Agent
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