EXHIBIT 4.7
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COLLATERAL SERIES SUPPLEMENT
Dated as of [ ], 2002
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of [ ], 2002
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FIRST NATIONAL FUNDING LLC,
Transferor,
FIRST NATIONAL BANK OF OMAHA,
Servicer,
and
THE BANK OF NEW YORK,
Trustee
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FIRST BANKCARD MASTER CREDIT CARD TRUST
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TABLE OF CONTENTS
Page
Section 1. Designation...........................................................................1
Section 2. Interpretation and Definitions........................................................2
Section 3. Reassignment and Transfer Terms.......................................................4
Section 4. Delivery and Payment for the Collateral Certificate...................................4
Section 5. Form of Delivery of Collateral Certificate............................................5
Section 6. Article IV of Agreement...............................................................5
Section 7. Pay Out Events and Events of Default..................................................6
Section 8. Modification to and Ratification of Agreement.........................................6
Section 9. Servicer Indemnification............................................................. 6
Section 10. Counterparts......................................................................... 6
Section 11. Successors and Assigns............................................................... 6
Section 12. Governing Law........................................................................ 6
Section 13. No Petition.......................................................................... 7
Section 14. Amendments........................................................................... 7
COLLATERAL SERIES SUPPLEMENT dated as of [ ], 2002 (this
"Supplement"), among FIRST NATIONAL FUNDING LLC, a
Nebraska limited liability
company, as Transferor, FIRST NATIONAL BANK OF OMAHA, a national banking
association, as Servicer, and THE BANK OF NEW YORK, as Trustee (the "Trustee")
under the Second Amended and Restated
Pooling and Servicing Agreement dated as
of [ ], 2002, among the Transferor, the Servicer and the Trustee (as
further amended and supplemented from time to time, the "Agreement").
Section 6.09 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
Supplement to the Agreement for the purpose of authorizing the delivery by
Trustee to Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Investor Certificates.
Pursuant to this Supplement, the Transferor and the Trustee shall
create a new Series of Investor Certificates and shall specify the Principal
Terms thereof and add and amend certain provisions of the Agreement.
SECTION 1. DESIGNATION.
(a) There is hereby created a Series of Investor Certificates
to be issued pursuant to the Agreement and this Supplement to be known
as the "
First Bankcard Master Credit Card Trust Collateral Certificate"
or the "Collateral Certificate."
(b) The Collateral Certificate will be transferred by the
Transferor to First National Master Note Trust (the "Note Trust")
pursuant to a Transfer and Servicing Agreement dated as of [ ],
2002 among the Transferor, the Servicer and the Note Trust. The Note
Trust will pledge the Collateral Certificate as collateral for one or
more series of notes (each, a "Note Series") to be issued by the Note
Trust pursuant to a Master Indenture dated as of [ ], 2002
between the Note Trust and The Bank of New York, as trustee (the
"Indenture Trustee"), and one or more supplements to the Master
Indenture (each, an "Indenture Supplement" and, together with the
Master Indenture referred to above, as amended from time to time, the
"Indenture"). The portion of the Collateral Certificate primarily
securing each Note Series shall be treated as a separate Series (each,
a "Collateral Series") under the Agreement and this Supplement.
(c) Certain of the Principal Terms and other terms pertaining
to each Collateral Series will be defined in the applicable Indenture
Supplements (and are hereby incorporated by reference into this
Supplement), including whether or not such Collateral Series will be
part of a Group. Unless and until the Trust has been terminated as
permitted by Section 3(b) of this Supplement: (a) the Indenture and
each Indenture Supplement executed and delivered by the Note Trust
shall be a supplement to this Supplement; (b) a new Collateral Series
shall be issued upon the issuance of each Note Series and shall have
the same designation (e.g., Series 2002-1) and belong to the same Group
as the related Note Series; (c) the amounts payable as interest on and
principal of each Collateral Series shall equal the aggregate of the
amounts payable on the related Note Series (including amounts payable
from any spread account or cash collateral account or other
Enhancement) and shall be payable at the times and in the
amounts specified in the Indenture Supplement for the related Note
Series, (d) all amounts available and applied as credit enhancement
with respect to each Note Series shall be deemed to be available and
applied as credit enhancement with respect to the related Collateral
Series; (e) all amounts payable to the Transferor pursuant to the
related Indenture Supplement shall be deemed to be payable to the
Transferor pursuant to this Supplement; and (f) the holders of the
Notes of each Note Series shall be third party beneficiaries of the
Agreement and this Supplement.
(d) The Transferor and the Servicer shall each deliver to the
Indenture Trustee and the Owner Trustee, at the applicable address
specified in the Indenture, a copy of each notice, report, certificate
or other document required to be delivered by the Transferor or the
Servicer, as applicable, to the Trustee pursuant to the Agreement or
this Supplement.
(e) The expenses payable by the Servicer pursuant to Section
3.02 of the Agreement shall include the expenses of servicing the
Receivables, including payment of the reasonable fees and disbursements
(including, without limitation, reasonable legal fees and
disbursements) of the Indenture Trustee and the Owner Trustee and other
reasonable fees which are not expressly stated in the Transaction
Documents to be payable by the Issuer, the Transferor or the
Securityholders, other than Federal, state and local income and
franchise taxes, if any, of the Issuer, any Securityholder or the
Trust.
SECTION 2. INTERPRETATION AND DEFINITIONS. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Agreement, the terms and provisions of this Supplement shall
govern. All Article, Section or subsection references herein shall mean Article,
Section or subsections of the Agreement, as amended or supplemented by this
Supplement, except as otherwise provided herein. All capitalized terms not
otherwise defined herein are used herein as defined in the Agreement. Each
capitalized term defined herein shall relate only to the Collateral Certificate
and no other Series of Certificates issued by the Trust.
"Amortization Period" means, for any Collateral Series, any period
specified in the related Indenture Supplement during which a share of principal
collections is set aside to repay the principal investment in the related Note
Series.
"Base Rate" is defined for each Collateral Series in the related
Indenture Supplement.
"Business Day" is defined in Annex A to the Indenture.
"Closing Date" is defined for each Collateral Series in the related
Indenture Supplement.
"Collateral Certificate" is defined in Section 1 of this Supplement.
"Collateral Series" is defined in Section 1 of this Supplement.
"Distribution Date" is defined for each Collateral Series in the
related Indenture Supplement.
"Excess Finance Charge Collections" means for each Collateral Series,
all amounts identified as such in the related Indenture Supplement.
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"Finance Charge Shortfall" is defined for each Collateral Series in the
related Indenture Supplement.
"Indenture" is defined in Section 1 of this Supplement.
"Indenture Supplement" is defined in Section 1 of this Supplement.
"Indenture Trustee" is defined in Section 1 of this Supplement.
"Investor Certificate" means Collateral Certificate.
"Investor Certificateholder" means the holder of record of any Investor
Certificate.
"Investor Interest" means, for each Collateral Series, the "Collateral
Amount" of the related Note Series, as defined in the related Indenture
Supplement.
"Investor Percentage" means, for each Collateral Series, the
"Allocation Percentage" for the related Note Series, as defined in the related
Indenture Supplement.
"Investor Monthly Servicing Fee" means for each Collateral Series, the
"Noteholder Servicing Fee" for the related Note Series as defined in the related
Indenture Supplement.
"Minimum Transferor Interest" is defined for each Collateral Series in
the related Indenture Supplement.
"Note Series" is defined in Section 1 of this Supplement.
"Note Trust" is defined in Section 1 of this Supplement.
"Owner Trustee" means the trustee for the Note Trust.
"Portfolio Yield" is defined for each Collateral Series in the related
Indenture Supplement.
"Principal Shortfall" is defined for each Collateral Series in the
related Indenture Supplement.
"Rating Agency" is defined for each Collateral Series in the related
Indenture Supplement.
"Record Date" is defined for each Collateral Series in the related
Indenture Supplement.
"Series Accounts" is defined for each Collateral Series in the related
Indenture Supplement.
"Series Servicing Fee Percentage" is defined for each Collateral Series
in the related Indenture Supplement.
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"Series Termination Date" means, for each Collateral Series, the Final
Maturity Date for the related Note Series, as defined in the related Indenture
Supplement.
"Shared Principal Collections" is defined for each Collateral Series in
the related Indenture Supplement.
"Tax Opinion" means, with respect to any action, an Opinion of Counsel
to the effect that, for Federal income tax purposes, (a) such action will not
adversely affect the tax characterization as debt of Investor Certificates of
any outstanding Series or Class with respect to which an Opinion of Counsel was
delivered at the time of their issuance that such Investor Certificates would be
characterized as debt, (b) such actions will not cause the Trust to be
classified, for federal income tax purposes, as an association (or publicly
traded partnership) taxable as a corporation and (c) such action will not cause
or constitute an event in which gain or loss would be recognized by any
Certificateholder.
SECTION 3. REASSIGNMENT AND TRANSFER TERMS.
(a) If the Servicer purchases, redeems or prepays any Note
Series pursuant to an optional redemption provision under the related
Indenture Supplement, then the related Collateral Series shall be
deemed to have been retired. Upon the termination of any Note Series
pursuant to the Indenture, the related Collateral Series shall also
terminate.
(b) Once each Series issued under the Agreement has been
retired, other than the Collateral Series and any other Series the
requisite holders of which have consented to the following
transactions, the holder of the Transferor Interest shall have the
option to transfer the Transferor Interest to the Note Trust, upon
which transfer the Trust shall terminate, and all of the Trust Assets
shall be distributed to the Note Trust, as holder of all of the
beneficial interests in the Trust; provided that such termination shall
not take effect until the Transferor has delivered to the Indenture
Trustee a Tax Opinion (as defined in the Master Indenture) with respect
to the termination and favorable legal opinions as to (i) the
enforceability of any documents executed by the Transferor in
connection with the termination and (ii) the validity and priority of
the security interest in the Receivables and the proceeds thereof
granted by the Transferor to the Note Trust pursuant to the Transfer
and Servicing Agreement, on terms substantially similar to the most
recent legal opinion delivered by the Transferor's counsel as to the
validity and priority of the security interest granted by the
Transferor to the Trustee in connection with the then most recently
issued Note Series.
SECTION 4. DELIVERY AND PAYMENT FOR THE COLLATERAL CERTIFICATE. The
Transferor shall execute and deliver the Collateral Certificate to the Trustee
for authentication in accordance with Section 6.02 of the Agreement. The Trustee
shall deliver the Collateral Certificate when authenticated in accordance with
Section 6.02 of the Agreement. For convenience, the Collateral Certificate shall
be registered in the name of the Indenture Trustee, as secured party,
notwithstanding that the Collateral Certificate shall have been initially issued
to the Transferor, transferred by the Transferor to the Note Trust pursuant to
the Transfer and Servicing Agreement and pledged by the Note Trust to the
Indenture Trustee pursuant to the Indenture.
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SECTION 5. FORM OF DELIVERY OF COLLATERAL CERTIFICATE.
(a) The Collateral Certificate shall be delivered as a
Definitive Certificate, substantially in the form of Exhibit A hereto,
and shall be represented by a single certificate.
(b) Each Collateral Certificate shall constitute a "security"
within the meaning of (i) Article 8 of the Uniform Commercial Code
(including Section 8-102(a)(15) thereof) as in effect from time to time
in the State of
Nebraska and (ii) the Uniform Commercial Code of any
other applicable jurisdiction that presently or hereafter substantially
includes the 1994 revisions to Article 8 thereof as adopted by the
American Law Institute and the National Conference of Commissioners on
Uniform State Laws.
(c) The Collateral Certificate may not be sold, participated,
transferred, assigned or otherwise pledged or conveyed in whole or in
part except upon the prior delivery to the Trustee and the [Owner
Trustee] (as defined in the Indenture) of a Tax Opinion (as defined
herein and in the Indenture) with respect thereto.
SECTION 6. ARTICLE IV OF AGREEMENT. Sections 4.01, 4.02 and 4.03 of the
Agreement shall read in their entirety as provided in the Agreement. In
addition, Article IV of the Agreement shall include Section 4.01A and Section
4.04, each to read in its entirety as follows, each to be inserted in order in
the Agreement and each to be applicable only to the Collateral Certificate:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01A Rights of Holders of Collateral Certificate. The
Collateral Certificate shall represent an undivided interest in the
Trust, consisting of the right to receive (a) the sum of the related
Investor Percentages of Collections, (b) funds on deposit in the
Collection Account and the Excess Funding Account allocable to the
Collateral Certificate and funds on deposit in the Series Accounts for
any related Note Series, (c) Excess Principal Collections allocated to
the Collateral Certificate in accordance with Section 4.03(e) and any
related Indenture Supplement, (d) Excess Finance Charge Collections
allocated to the Collateral Certificate in accordance with Section
4.03(f) and any related Indenture Supplement and (e) any related
Enhancement for the Collateral Certificate and related Note Series.
Unless otherwise specified in the related Indenture Supplement, each
Collateral Series shall consist of a single Class and shall not be
senior or subordinated to any other Series. The Transferor Interest
shall not represent any interest in the Collection Account, the Excess
Funding Account or any Series Accounts, except as specifically provided
in this Article IV and the related Indenture Supplement.
Section 4.04 Allocations. The Servicer shall, prior to the
close of
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business on the day any Collections are deposited in the Collection
Account, allocate from the Collection Account to the Collateral Series
related to each Note Series the amounts specified in the related
Indenture Supplement, which shall be deposited or otherwise applied as
provided in such Indenture Supplement.
SECTION 7. PAY OUT EVENTS AND EVENTS OF DEFAULT. In addition to the Pay
Out Events specified in Section 9.01 of the Agreement, the Pay Out Events
specified in the related Indenture Supplement, as well as the Trust Pay Out
Events specified in the Indenture, shall be applicable to each Collateral
Series. In addition, each Note Series will have the benefit of applicable
"Events of Default," as defined in the Indenture. Upon the occurrence of an
applicable Event of Default, the Indenture Trustee shall have the right to
foreclose upon a portion of the Receivables, as defined (and subject to the
limitations stated) in the Indenture notwithstanding the continuing existence of
the Trust, and the Trustee shall cooperate with the Indenture Trustee in the
exercise of such right.
SECTION 8. MODIFICATION TO AND RATIFICATION OF AGREEMENT. For purposes
of this Supplement and each Collateral Series:
(a) Sections 3.07 (Tax Treatment) and 12.01(c) (Termination of
Trust) shall not be applicable to any Collateral Series; and
(b) For purposes of voting with respect to any consent,
approval, waiver, direction or other matter under the Agreement or this
Supplement, (i) each class of notes included in any Note Series shall
be deemed to be a Class of Certificates in the related Collateral
Series, (ii) the Outstanding Amount (as defined in the Indenture) of
each class of notes shall be deemed to be its unpaid Initial Investor
Interest, (iii) the Indenture Trustee shall vote with respect to any
consent, approval, waiver, direction or other matter under the
Agreement or this Supplement, but only as directed by the beneficial
owners of such notes and the (iv) provisions for voting by beneficial
owners of such notes specified in the Indenture shall apply mutatis
mutandis to voting under the Agreement and this Supplement.
(c) In addition, to the extent that the terms of this
Supplement (directly or as supplemented by any Indenture Supplement)
are deemed to be inconsistent with the terms of the Agreement, this
Supplement shall be deemed to modify or amend the terms of the
Agreement solely as applied to each Collateral Series affected by any
such inconsistency, as permitted by Section 6.09(c) of the Agreement.
Otherwise, as amended and supplemented by this Supplement (and the
various Indenture Supplements executed from time to time), the
Agreement is in all respects ratified and confirmed and the Agreement
as so amended and supplemented by this Supplement shall be read, taken
and construed as one and the same instrument.
SECTION 9. SERVICER INDEMNIFICATION. (a) The Servicer shall indemnify
and hold harmless the Note Trust, the Trust, the Trustee, the Owner Trustee and
the Indenture Trustee, and their respective officers, directors, employees and
agents (each, an "Indemnified Person"), from and against any loss, liability,
expense, damage or injury (i) suffered or sustained by reason of any acts or
omissions or alleged acts or omissions of the Servicer with respect to
activities of the Trust, the Note Trust, the Indenture Trustee, the Trustee or
the Owner Trustee pursuant to this Agreement or any other Transaction Document,
or (ii) arising from or incurred in connection with the Owner Trustee's
administration of the Note Trust and the performance of its duties pursuant to
any Transaction Document, including any judgment, award, settlement, reasonable
attorneys' fees and other costs or expenses incurred in connection with the
defense of any actual or threatened action, proceeding or claim; provided,
however, that the Servicer shall not indemnify any such Indemnified Person if
such acts, omissions or alleged acts or omissions constitute or are caused by
fraud, negligence, or willful misconduct by such Indemnified Person; and
provided, further, that the Servicer shall not indemnify the Note Trust, the
Trust or any Noteholder or Note Owner for any liabilities, costs or expenses
with respect to any action taken by the Trustee, at the direction of Holders of
the Notes and the Investor Certificates, or by the Indenture Trustee at the
direction of the Noteholders, in either case, given in accordance with the
applicable Transaction Documents; and provided, further, that the Servicer shall
not indemnify the Note Trust, the Trust or any Noteholder or Note Owner as to
any losses, claims or damages incurred by any of them as owners of secured
notes, for example, as a result of the performance of the Receivables, market
fluctuations, a shortfall or failure to make payment under any Enhancement or
other similar market or investment risks associated with ownership of secured
notes; and provided, further, that the Servicer shall not indemnify the Note
Trust, the Trust or any Noteholder or Note Owner for any liabilities, costs or
expenses of the Trust, the Note Trust, the Noteholders or the Note Owners
arising under any tax law, including, without limitation, any federal, state,
local or foreign income or franchise taxes or any other tax imposed on or
measured by income (or any interest or penalties with respect thereto or arising
from a failure to comply therewith) required to be paid by the Note Trust, the
Noteholders or the Note Owners in connection herewith to any taxing authority.
Any such indemnifications under this Section 9 shall not be payable from the
assets of the Note Trust or the Trust and shall be subordinated to the Notes.
The provisions of this indemnity shall run directly to and be enforceable by an
injured party, subject to the limitations hereof. The Servicer shall also
indemnify the Indenture Trustee as provided in Section 6.07 of the Indenture.
(b) The Servicer shall not be liable under this Section 9 for
any settlement of any claim or action effected without its prior
written consent, which shall not be unreasonably withheld.
(c) Promptly after receipt by an injured party under this
Section 9 of notice of the commencement of any action or proceeding for
which such injured party is entitled to indemnification under this
Section 9, such injured party will, if a claim in respect thereof is to
be made against the Servicer under this Section 9, notify the Servicer
of the commencement thereof; but the omission to so notify the Servicer
(i) will not relieve it from any liability under Section 9 unless and
to the extent that such failure to notify results in the forfeiture by
the Servicer, or the material impairment, of substantial rights and
defenses and (ii) will not, in any event, relieve the Servicer from any
obligations to any injured party that are in addition to the
indemnification obligation provided in this Section 9. If any such
action or proceeding is brought that involves any injured party, the
injured party shall promptly notify the Servicer of the commencement
thereof and the Servicer will be entitled to participate therein and,
to the extent that it may wish, to assume the defense thereof, with
counsel reasonably satisfactory to such injured party; provided,
however, that if (x) the use of counsel chosen by the Servicer to
represent the injured party would present such counsel with a conflict
of interest which, if such counsel had been retained, would have
required such counsel to withdraw from such representation, (y) the
injured party shall have been advised by counsel that there may be one
or more legal defenses available to it that are different from or
additional to those available to the Servicer or to other indemnified
parties, or (z) the Servicer shall not have employed counsel
satisfactory to the injured party to represent the injured party within
a reasonable time after receipt by the Servicer of notice of the
institution of such action or proceeding, then, in each such case, (1)
the Servicer shall not have the right to direct the defense of such
action on behalf of such injured party or parties, (2) such injured
party or parties shall have the right to select separate counsel to
defend such action on behalf of such injured party or parties (provided
that, if more than one injured party is subject to the circumstances
described in clause (y), then, to the extent permitted by the rules of
professional conduct applicable to attorneys, all such indemnified
parties shall be represented by one such separate counsel) and (3) all
costs and expenses of each such injured party in connection with such
action or proceeding shall be paid by the Servicer pursuant to Section
9(a) above. The Servicer may settle any claim for which an injured
party seeks indemnification under this Section 9 so long as (A) the
Servicer pays the settlement in full and (B) as a result thereof, the
injured party is released from all liability under such claim.
(d) After notice from the Servicer to such injured party of
the Servicer's election so to assume the defense thereof and approval
by such injured party of counsel appointed to defend such action, the
Servicer will not be liable to such injured party under this Section 9
for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such injured party in
connection with the defense thereof, unless (i) the injured party shall
have employed separate counsel in accordance with the immediately
preceding paragraph or (ii) the Servicer has authorized in writing the
employment of counsel for the injured party at the expense of the
Servicer. If the Servicer assumes the defense of any such action or
proceeding, the injured party shall have the right to employ separate
counsel therein, and to participate in the defense thereof, but the
fees and expenses of such counsel shall be borne exclusively by such
injured party without any right or entitlement to reimbursement by the
Servicer or its Affiliates except as otherwise provided in the
preceding sentence and in the preceding paragraph.
(e) The provisions of this Section 9 shall survive the
termination of this Agreement and the earlier removal or resignation of
the Owner Trustee.
SECTION 10. COUNTERPARTS. This Supplement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all of such counterparts shall together constitute but one and the same
instrument.
SECTION 11. SUCCESSORS AND ASSIGNS. This Supplement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION 12. GOVERNING LAW. This Supplement shall be construed in
accordance with the laws of the State of
Nebraska, 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.
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SECTION 13. NO PETITION. The Servicer, the Trustee and (with respect to
the Trust only) the Transferor, by entering into this Supplement, and the Note
Trust as Investor Certificateholder, by accepting a Collateral Certificate,
hereby covenant and agree that they will not at any time institute against the
Trust or the Transferor, or join in any institution against the Trust or the
Transferor of, any bankruptcy proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to
the Investor Certificateholders, the Agreement or this Supplement; provided,
however that nothing herein shall prohibit the Trustee from filing proofs of
claim or otherwise participating in any such proceedings instituted by any other
person.
SECTION 14. AMENDMENTS. This Supplement may be amended pursuant to
Section 13.01 of the Agreement. This Supplement may also be amended by the
Transferor without the consent of the Servicer, the Trustee or any Investor
Certificateholder if the Transferor provides the Trustee with: (a) an Opinion of
Counsel to the effect that such amendment or modification would (i) reduce the
risk that the Trust would be treated as taxable as a publicly traded partnership
pursuant to Internal Revenue Code Section 7704 or (ii) permit the Trust or a
relevant portion thereof to be treated as a "financial asset securitization
investment trust" and (iii) in either case, (A) would not cause the Trust to be
classified, for Federal income tax purposes, as an association (or publicly
traded partnership) taxable as a corporation and (B) would not cause or
constitute an event in which gain or loss would be recognized by any Investor
Certificateholder; (b) an Officer's Certificate confirming that such amendment
or modification would not materially and adversely affect any Investor
Certificateholder and (c) satisfaction of the Rating Agency Condition with
respect to each outstanding Collateral Series; provided that no such amendment
shall be deemed effective without the Trustee's consent, if the Trustee's
rights, duties and obligations hereunder are thereby modified. Prior to the
execution of any such amendment (other than an amendment pursuant to Section
13.01(a) of the Agreement), the Trustee shall furnish notification of the
substance of such amendment to each Rating Agency.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have caused this Supplement to be duly
executed by their respective officers as of the day and year first above
written.
FIRST NATIONAL FUNDING LLC,
as Transferor
By First National Funding Corporation,
its Managing Member
By
-----------------------------------
Name
----------------------------------
Title
---------------------------------
FIRST NATIONAL BANK OF OMAHA,
as Servicer
By
------------------------------------
Name
----------------------------------
Title
---------------------------------
THE BANK OF NEW YORK,
as Trustee
By
------------------------------------
Name
----------------------------------
Title
---------------------------------
COLLATERAL SERIES SUPPLEMENT SIGNATURE PAGE
EXHIBIT A
TO
COLLATERAL SERIES SUPPLEMENT
FORM OF COLLATERAL CERTIFICATE
No. _________
FIRST BANKCARD MASTER CREDIT CARD TRUST
COLLATERAL CERTIFICATE
Evidencing an undivided interest in the
First Bankcard Master Credit Card Trust,
the corpus of which consists of a portfolio of receivables created under credit
card accounts originated or acquired by First National Bank of Omaha ("FNBO")
and other assets and interests constituting the trust under the
Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of FNBO)
This certifies that THE BANK OF NEW YORK, AS SECURED PARTY (the
"Certificateholder"), is the registered owner of an undivided interest in a
trust (the "Trust"), the corpus of which consists of a portfolio of receivables
(the "Receivables") now existing or hereafter created under selected credit card
accounts originated or acquired by FNBO and transferred to the Trust, all monies
due or to become due with respect to the Receivables, all proceeds of such
Receivables and Insurance Proceeds relating to the Receivables and the other
assets and interests constituting the Trust pursuant to the Second Amended and
Restated
Pooling and Servicing Agreement, dated as of [ ], 2002, as
amended and supplemented, including by the Collateral Series Supplement, dated
as of [ ], 2002 (collectively, the "
Pooling and Servicing Agreement"),
among First National Funding LLC, as Transferor, FNBO, as Servicer, and The Bank
of New York, as Trustee.
THIS COLLATERAL CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, THE TRANSFEROR OR THE SERVICER, AND NONE OF THIS CERTIFICATE, THE
RECEIVABLES AND THE ACCOUNTS IS INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS COLLATERAL
CERTIFICATE IS LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS RESPECTING THE
RECEIVABLES, ALL AS MORE SPECIFICALLY SET FORTH ABOVE AND IN THE
POOLING AND
SERVICING AGREEMENT.
To the extent not defined herein, capitalized terms used herein have
the meanings assigned in or pursuant to the
Pooling and Servicing Agreement.
This Collateral Certificate is issued under and is subject to the terms,
provisions and conditions of the
Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of its acceptance hereof assents and by which the
Certificateholder is bound.
This Certificate represents all Series entitled "
First Bankcard Master
Credit Card Trust Collateral Certificate."
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual or facsimile signature of a duly authorized
signatory, this Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Collateral Certificate
to be duly executed.
THE BANK OF NEW YORK,
as Trustee
By
----------------------------------
Name
--------------------------------
Title
-------------------------------
A-2
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is the Collateral Certificate referred to in the within-mentioned
Pooling and Servicing Agreement.
THE BANK OF NEW YORK
as Trustee
By
-----------------------------------
Authorized Officer
