CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION Servicer CITI OMNI-S FINANCE LLC Seller and THE BANK OF NEW YORK Trustee, Securities Intermediary and Paying Agent on behalf of the Certificateholders SECOND OMNIBUS AMENDMENT TO DEFEASANCE TRUST...

EXECUTION COPY

CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION

Servicer

CITI OMNI-S FINANCE LLC

Seller

and

THE BANK OF NEW YORK

Trustee, Securities Intermediary and Paying Agent

on behalf of the Certificateholders

SECOND OMNIBUS AMENDMENT TO DEFEASANCE TRUST AGREEMENTS

Dated as of March 14, 2007

amending

DEFEASANCE TRUST AGREEMENT SERIES 1996-5

DEFEASANCE TRUST AGREEMENT SERIES 2000-4

DEFEASANCE TRUST AGREEMENT SERIES 2002-2

DEFEASANCE TRUST AGREEMENT SERIES 2002-3

Each dated as of December 6, 2005

_______________________________________________________

CITIBANK OMNI-S MASTER TRUST

(formerly known as the Sears Credit Account Master Trust II)

RECITALS

WHEREAS, the Citibank Omni-S Master Trust (formerly named the Sears Credit Account Master Trust II) was formed pursuant to a Pooling and Servicing Agreement, dated as of July 31, 1994 (as amended and supplemented from time to time, the “PSA”) among Citi Omni-S Finance LLC, a Delaware limited liability company, as successor to SRFG, Inc., as Seller (the “Seller”), Citibank (South Dakota), National Association, a national banking association, as successor to Sears, Xxxxxxx and Co., as Servicer (the “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), as Trustee (in such capacity, the “Trustee”).

WHEREAS pursuant to the PSA, as supplemented by the Series 1996-5 Supplement, dated as of December 16, 1996, the Series 2000-4 Supplement, dated as of November 2, 2000, the Series 2001-1 Supplement, dated as of March 8, 2001, the Series 2001-3 Supplement, dated as of October 1, 2001, the Series 2002-2 Supplement, dated as of May 8, 2002, the Series 2002-3 Supplement, dated as of June 13, 2002, and the Series 2002-5 Supplement, dated as of December 13, 2002, each among the Seller, the Servicer and the Trustee (collectively, the “Series Supplements”) various classes of investor certificates were issued.

WHEREAS, the Seller has, pursuant to Section 12.04 of the PSA, elected to be discharged from its obligations under the PSA and the Series Supplements by entering into the Defeasance Trust Agreements, each dated as of December 6, 2005, among the Servicer, the Seller, the Trustee and The Bank of New York as Securities Intermediary (in such capacity, the “Securities Intermediary”) and as Paying Agent (in such capacity, the “Paying Agent”) relating to the Citibank Omni-S Master Trust Series 1996-5, 2000-4, 2001-1, 2001-3, 2002-2, 2002-3 and 2002-5 (each, an “Original Trust Agreement”).

WHEREAS, on or prior to March 24, 2006, the investor certificates in Series 2001-1 and Series 2002-5 matured and were paid in full.

WHEREAS, on March 24, 2006, the Servicer, the Seller, the Trustee, the Securities Intermediary and the Paying Agent effected certain amendments to the Original Trust Agreements relating to Series 1996-5, 2000-4, 2001-3, 2002-2 and 2002-3.

WHEREAS, on or prior to the date hereof, the investor certificates in Series 2001-3 matured and were paid in full.

WHEREAS, the Servicer, the Seller, the Trustee, the Securities Intermediary and the Paying Agent desire to effect certain additional amendments to the Original Trust Agreements relating to Series 1996-5, 2000-4, 2002-2 and 2002-3 (each such Original Trust Agreement, a “Trust Agreement,” and collectively, the “Trust Agreements,”) pursuant to Section 13 of each of the Trust Agreements (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 Trust Agreements, as amended hereby.

II. Amendments to Section 7(c)(i)

Section 7(c)(i) shall be and hereby is amended by deleting such section in its entirety and substituting in lieu thereof the following as a new Section 7(c)(i):

(i) On or about March 27 of each calendar year, beginning in March, 2007, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Seller) to furnish a report to the Seller and the Servicer, to the effect that they have applied certain procedures that the accountants are reasonably able to review and perform under such accounting firm’s policies, and examined certain documents and records relating to this Trust Agreement and the Servicer’s obligations under Sections 6(a) and 7(a) of this Trust Agreement, and such accountants are of the opinion that the Servicer’s activities under Sections 6(a) and 7(a) of this Trust Agreement have been conducted in compliance with such Sections, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such report. A copy of such report may be obtained by any Certificateholder and the Trustee by a request in writing to the Servicer at the address set forth in Section 16(a) of this Trust Agreement.

III. Effectiveness

This Amendment shall become effective as of March 14, 2007, 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 of each Trust Agreement indicating that the conditions precedent to this Amendment have been met; and
	(b)	counterparts of this Amendment duly executed by the parties hereto.

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 and governed by, the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

[Signature pages follow]

IN WITNESS WHEREOF, the Servicer, the Seller, the Securities Intermediary, the Paying Agent and the Trustee have caused this amendment to be duly executed by their respective officers as of the 14th day of March, 2007.

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

[Signature Page to Second Omnibus Amendment to the Trust Agreements]

THE BANK OF NEW YORK,
as Trustee

By:   /s/ Xxxxxxx Xxxxx          
Name:  Xxxxxxx Xxxxx
Title:    Vice President

THE BANK OF NEW YORK,
as Securities Intermediary

By:   /s/ Xxxxxxx Xxxxx          
Name:  Xxxxxxx Xxxxx
Title:    Vice President

THE BANK OF NEW YORK,
as Paying Agent

By:   /s/ Xxxxxxx Xxxxx          
Name:  Xxxxxxx Xxxxx
Title:    Vice President

[Signature Page to Second Omnibus Amendment to the Trust Agreements]