RECITALSAssignment and Assumption Agreement • November 10th, 2003 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
1 EXHIBIT 1.2 SEARS CREDIT ACCOUNT MASTER TRUST II Master Trust Certificates Underwriting AgreementUnderwriting Agreement • June 17th, 1998 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
SEARS, ROEBUCK AND CO.Contribution Agreement • November 10th, 2003 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
AMENDMENT NO. 6Pooling and Servicing Agreement • November 10th, 2003 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
1 EXHIBIT 1.1 SEARS CREDIT ACCOUNT MASTER TRUST II Master Trust Certificates Underwriting AgreementUnderwriting Agreement • June 17th, 1998 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
SEARS CREDIT ACCOUNT MASTER TRUST II MASTER TRUST CERTIFICATES PRICING AGREEMENT Dated: November 15, 1999 To: SRFG, Inc., ("SRFG") as Seller under the Pooling and Servicing Agreement dated as of July 31, 1994, as amended. Re: Underwriting Agreement...Pricing Agreement • November 30th, 1999 • Sears Credit Account Master Trust Ii • Asset-backed securities
amending POOLING AND SERVICING AGREEMENT Dated as of July 31, 1994 CITIBANK OMNI-S MASTER TRUST (formerly known as the Sears Credit Account Master Trust II)Pooling and Servicing Agreement • May 5th, 2004 • Citibank Omni-S Master Trust • Asset-backed securities • New York
SERVICER SRFG, INC. SELLER ANDPooling and Servicing Agreement • November 30th, 1999 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
RECITALS -------- WHEREAS, Sears, SRFG and the Trustee are parties to a Pooling and Servicing Agreement (the "Master Pooling Agreement"), dated as of July 31, 1994, as amended by the amendments identified on Exhibit A attached hereto (the "Master...Sears Credit Account Master Trust Ii • November 10th, 2003 • Asset-backed securities • New York
1 EXHIBIT 1.1 SEARS CREDIT ACCOUNT MASTER TRUST II Master Trust Certificates Underwriting AgreementUnderwriting Agreement • November 30th, 1999 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
SRFG, Inc. on behalf of Sears Credit Account Master Trust II ------------------------------------------------------------ [Name of Issuer] The First National Bank of Chicago ---------------------------------- [Name of Agent]Letter of Representations • March 25th, 1999 • Sears Credit Account Master Trust Ii • Asset-backed securities
SEARS CREDIT ACCOUNT MASTER TRUST II Master Trust Certificates Underwriting AgreementUnderwriting Agreement • December 16th, 2002 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
SRFG, Inc. (the "Company"), as originator of Sears Credit Account Master Trust II (the "Trust") and holder of the Seller Certificate, proposes, subject to the terms and conditions stated herein, to cause to be issued and sold from time to time certain of the Master Trust Certificates registered under the registration statement referred to in Section 2(a) (the "Securities"). The Company intends to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form attached hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule 1 to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) the Securities specified in such Pricing Agreement (with respect to such Pricing Agreement, the "Designated Securities"). The Designated Securities will
SERVICER SRFG, INC. SELLER ANDPooling and Servicing Agreement • June 17th, 1998 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
Exhibit 1.1 SEARS CREDIT ACCOUNT MASTER TRUST II Master Trust Certificates Underwriting Agreement ======================Underwriting Agreement • March 25th, 1999 • Sears Credit Account Master Trust Ii • Asset-backed securities
EXHIBIT 99.2 CITIBANK OMNI-S MASTER TRUST (formerly known as Sears Credit Account Master Trust II) The undersigned, a duly authorized representative of Citibank (South Dakota), National Association ("CBSD") as Servicer pursuant to the Pooling and...Pooling and Servicing Agreement • March 31st, 2005 • Citibank Omni-S Master Trust • Asset-backed securities
Exhibit 4(l) SEARS, ROEBUCK AND CO. Servicer SRFG, INC. Seller and THE FIRST NATIONAL BANK OF CHICAGO Trustee on behalf of the Certificateholders AMENDMENT NO. 1 TO THE SERIES 1997-1 SUPPLEMENT Dated as of July 31, 1997, to the POOLING AND SERVICING...Pooling and Servicing Agreement • May 18th, 1998 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
SEARS, ROEBUCK AND CO. SERVICERPooling and Servicing Agreement Supplement • December 2nd, 1999 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
Exhibit 4.3 SEARS CREDIT ACCOUNT MASTER TRUST II MASTER TRUST CERTIFICATES, SERIES 1996-5 This Series of Master Trust Certificates is established pursuant to Section 6.07 of that certain Pooling and Servicing Agreement dated as of July 31, 1994, as...Pooling and Servicing Agreement • December 23rd, 1996 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
SEARS CREDIT ACCOUNT MASTER TRUST II MASTER TRUST CERTIFICATES, SERIES 2002-2Pooling and Servicing Agreement • May 13th, 2002 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
This Series of Master Trust Certificates is established pursuant to Section 6.07 of that certain Pooling and Servicing Agreement dated as of July 31, 1994, as amended (the "Pooling and Servicing Agreement"), by and among SRFG, INC. (formerly Sears Receivables Financing Group, Inc.), a Delaware corporation ("SRFG") as Seller, SEARS, ROEBUCK AND CO., a New York corporation ("Sears") as Servicer, and THE BANK OF NEW YORK, a New York banking corporation, as successor to BANK ONE, NATIONAL ASSOCIATION (formerly The First National Bank of Chicago) (the "Trustee"). This SERIES TERM SHEET and the ANNEX attached hereto, by and among SRFG, Sears and the Trustee, constitute the SERIES SUPPLEMENT (the "Series Supplement") and, together with the Pooling and Servicing Agreement, establish the Series of Master Trust Certificates to be known as SEARS CREDIT ACCOUNT MASTER TRUST II, MASTER TRUST CERTIFICATES, SERIES 2002-2.
1999 Name of Lead Underwriter Address of Lead UnderwriterUnderwriting Agreement • December 2nd, 1999 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
Exhibit 1.2 SEARS CREDIT ACCOUNT MASTER TRUST II Master Trust Certificates Underwriting Agreement October 17, 1996 CS First Boston Corporation 55 East 52nd Street New York, New York 10055--0186 Ladies and Gentlemen: Sears Receivables Financing Group,...Underwriting Agreement • November 5th, 1996 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
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...Reassignment of Receivables • September 7th, 2005 • Citibank Omni-S Master Trust • Asset-backed securities
DEFEASANCE TRUST AGREEMENT SERIES 2000-4 relating to CITIBANK OMNI-S MASTER TRUST SERIES 2000-4Defeasance Trust Agreement • December 7th, 2005 • Citibank Omni-S Master Trust • Asset-backed securities • New York
THIS TRUST AGREEMENT, dated as of December 6, 2005, by and among Citibank (South Dakota), National Association, a national banking association (as successor to Sears, Roebuck and Co.), as Servicer (the “Servicer”), Citi Omni-S Finance LLC, a Delaware limited liability company (as successor to SRFG, Inc.), as Seller (the “Seller”), The Bank of New York, a New York banking corporation (as successor to Bank One National Association (formerly The First National Bank of Chicago)), as Trustee (the “Trustee”) and as Securities Intermediary (the “Securities Intermediary”) and as Paying Agent (the “Paying Agent”).
SERIES TERM SHEETPooling and Servicing Agreement • December 16th, 2002 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
SEARS, ROEBUCK AND CO. Servicer and SRFG, INC. SellerContribution Agreement • August 2nd, 2001 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED CONTRIBUTION AGREEMENT amending FIRST AMENDED AND RESTATED CONTRIBUTION AGREEMENT Dated as of July 31, 1994
AMENDMENT NO. 2 TO RECEIVABLES WAREHOUSE AGREEMENT. amending RECEIVABLES WAREHOUSE AGREEMENT Dated as of December 21, 1995Receivables Warehouse Agreement • November 10th, 2003 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
SERIES TERM SHEETMaster Trust Certificates • March 23rd, 2001 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
SEARS, ROEBUCK AND CO. Servicer SRFG, INC. Seller and BANK ONE, NATIONAL ASSOCIATION Trustee on behalf of the Certificateholders AMENDMENT NO. 5 Dated as of July 20, 2001 amending POOLING AND SERVICING AGREEMENT Dated as of July 31, 1994 SEARS CREDIT...Pooling and Servicing Agreement • August 2nd, 2001 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
WHEREAS, the parties hereto entered into that certain Pooling and Servicing Agreement, dated as of July 31, 1994, as amended (the "Agreement"), by and among Sears, Roebuck and Co., a New York corporation, as Servicer ("Sears"), SRFG, Inc., formerly Sears Receivables Financing Group, Inc., a Delaware corporation, as Seller ("SRFG") and Bank One National Association, a national banking association, formerly The First National Bank of Chicago, as Trustee (the "Trustee"), and the Series Supplements to the Agreement listed on Exhibit A hereto;
RECITALSOmnibus Assignment and Assumption Agreement • November 10th, 2003 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
SEARS, ROEBUCK AND CO. Servicer and SRFG, INC. Seller AMENDMENT NO. 1 TO RECEIVABLES WAREHOUSE AGREEMENT amending RECEIVABLES WAREHOUSE AGREEMENT Dated as of December 21, 1995 Dated as of July 20, 2001 SEARS CREDIT ACCOUNT MASTER TRUST II RECITALSReceivables Warehouse Agreement • August 2nd, 2001 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
WHEREAS, the parties hereto entered into that certain Receivables Warehouse Agreement, dated as of December 21, 1995 (the "Warehouse Agreement"), by and between Sears, Roebuck and Co., a New York corporation ("Sears") and SRFG, Inc., formerly Sears Receivables Financing Group, Inc., a Delaware corporation ("SRFG");
DEFEASANCE TRUST AGREEMENT SERIES 2001-3 relating to CITIBANK OMNI-S MASTER TRUST SERIES 2001-3Defeasance Trust Agreement • December 7th, 2005 • Citibank Omni-S Master Trust • Asset-backed securities • New York
THIS TRUST AGREEMENT, dated as of December 6, 2005, by and among Citibank (South Dakota), National Association, a national banking association (as successor to Sears, Roebuck and Co.), as Servicer (the “Servicer”), Citi Omni-S Finance LLC, a Delaware limited liability company (as successor to SRFG, Inc.), as Seller (the “Seller”), The Bank of New York, a New York banking corporation (as successor to Bank One National Association (formerly The First National Bank of Chicago)), as Trustee (the “Trustee”) and as Securities Intermediary (the “Securities Intermediary”) and as Paying Agent (the “Paying Agent”).
Exhibit 1.1 SEARS CREDIT ACCOUNT MASTER TRUST II Master Trust Certificates Underwriting Agreement October 17, 1996 CS First Boston Corporation 55 East 52nd Street New York, New York 10055-0186 As Representative of the several Underwriters Ladies and...Underwriting Agreement • November 5th, 1996 • Sears Credit Account Master Trust Ii • Asset-backed securities • New York
SEARS CREDIT ACCOUNT MASTER TRUST II MASTER TRUST CERTIFICATES PRICING AGREEMENT CLASS B Dated: October 25, 2000Pricing Agreement • November 16th, 2000 • Sears Credit Account Master Trust Ii • Asset-backed securities
Schedule 1 hereto, will be the percentage set forth below of the aggregate initial principal amount of the Certificates, as set forth above plus accrued interest at the applicable Certificate Rate from the Time of Delivery.
SEARS CREDIT ACCOUNT MASTER TRUST II MASTER TRUST CERTIFICATES PRICING AGREEMENT CLASS B Dated: June 7, 2000Pricing Agreement • June 22nd, 2000 • Sears Credit Account Master Trust Ii • Asset-backed securities
Defeasance Trust Agreement Series 2002-3 relating to Citibank Omni-S Master Trust Series 2002-3Defeasance Trust Agreement • March 28th, 2012 • Citibank Omni-S Master Trust • Asset-backed securities
The undersigned, a Servicing Officer of Citibank, N.A. (on its own behalf and as successor by merger to Citibank (South Dakota), National Association), a national banking association, as Servicer (the “Servicer”) pursuant to the Defeasance Trust Agreement Series 2002-3 relating to Citibank Omni-S Master Trust Series 2002-3, dated as of December 6, 2005 (as amended, the “Trust Agreement”), by and among Citi Omni-S Finance LLC, a Delaware limited liability company, as Seller (the “Seller”), The Bank of New York Mellon, a New York banking corporation (formerly known as The Bank of New York (as successor to Bank One, National Association (formerly known as The First National Bank of Chicago))), as Trustee (in such capacity, the “Trustee”), as Securities Intermediary (in such capacity, the “Securities Intermediary”) and as Paying Agent (in such capacity, the “Paying Agent”), hereby certifies that:
