EXHIBIT 4
CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION
Servicer
CITI OMNI-S FINANCE LLC
Seller
and
THE BANK OF NEW YORK
Trustee
on behalf of the Certificateholders
AMENDMENT NO. 7
Dated as of April 30, 2004
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)
RECITALS
WHEREAS, Citibank (South Dakota), National Association, a national banking
association, as successor to Sears, Xxxxxxx 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") 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), as Trustee (the "Trustee") are
parties to that certain Pooling and Servicing Agreement, dated as of July 31,
1994, as amended (the "Agreement");
WHEREAS, the Servicer, the Seller and the Trustee desire to effect certain
amendments to the Agreement pursuant to Section 13.01 of the Agreement (this
"Amendment").
AGREEMENT
NOW, THEREFORE, THIS AMENDMENT WITNESSETH that, for and in consideration of
the above premises, the Servicer and the Seller agree with the Trustee as
follows:
I. Definitions.
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Agreement, as amended hereby.
II. Amendment to Section 1.01.
Section 1.01 of the Agreement is amended by deleting the defined term
"Finance Charge Receivables" in its entirety and substituting in lieu thereof
the following:
""Finance Charge Receivables" with respect to any Account for any Due
Period shall mean all amounts recorded with respect to such Account as
periodic finance charges, annual membership fees, program fees, cash
advance fees, bad check fees, stop payment fees, skip payment fees,
overlimit fees, late payment fees, and other fees and charges designated as
Finance Charge Receivables by the Seller from time to time by written
notice to the Trustee."
III. Effectiveness.
This Amendment shall become effective as of April 1, 2004 upon receipt by
the Seller, the Servicer and the Trustee of the following, each of which shall
be reasonably satisfactory to such party:
(a) an Officer's Certificate of the Servicer delivered pursuant to
Section 13.01(b) of the Agreement indicating that the conditions precedent
to this Amendment have been met; and
(b) counterparts of this Amendment duly executed by the parties
hereto.
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IV. Miscellaneous.
Counterparts. This Amendment may be executed in any number of counterparts,
each of which, when so executed, shall be deemed to be an original, but all of
which shall together constitute but one and the same instrument.
Governing Law. This Amendment shall be construed in accordance with the
internal laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
[Signature page follows]
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IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused
this amendment to be duly executed by their respective officers as of the date
first set forth above.
CITI OMNI-S FINANCE LLC,
as Seller
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION,
as Servicer
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxx X. Xxxxxxx
-----------------------
Name: Xxxx X. Xxxxxxx
Title: Agent
[Signature Page to Amendment No. 7 to the Pooling and Servicing Agreement]
