ARTICLES OF ORGANIZATION
OF
FIRST NATIONAL FUNDING LLC
The undersigned, desiring to form a limited liability company under the
laws of the State of Nebraska for the purposes hereinafter set forth, under and
in conformity with Section 21-2606 of the Nebraska Limited Liability Company
Act, does hereby make this written certificate in duplicate and hereby verifies:
1. NAME. The name of the limited liability company formed hereby is First
National Funding LLC (the "Company") and all Company business shall be conducted
in such name.
2. PURPOSE. The Company is organized solely for the purposes of:
(a) to purchase or otherwise acquire from First National Bank of
Omaha and its affiliates or trusts formed by First National Bank of Omaha
or its affiliates, and to hold, sell, transfer or pledge or otherwise
exercise ownership rights with respect to, credit card accounts
receivables (or interests therein), recoveries and collections related to
such credit card receivables, any rights of First National Bank of Omaha
and its affiliates related to such credit card receivables and any and all
proceeds of the foregoing (the "Credit Card Assets");
(b) to act as settlor or depositor of trusts or other entities (a
"Trust") formed to issue bonds, notes, certificates or other securities
secured by or evidencing beneficial ownership interests in the Credit Card
Assets;
(c) to acquire, own, hold, transfer, assign, pledge and otherwise
deal with bonds, notes, certificates and other securities issued by a
Trust or pursuant to an indenture or similar agreement to which such a
Trust is a party;
(d) to own equity interests in other limited liability companies or
partnerships whose purposes are restricted to those set forth in clauses
(a) through (c) above;
(e) for federal, state or local tax purposes, to serve as general
partner of any Trust;
(f) to establish any reserve account, spread account or other credit
enhancement for the benefit of any bond, note, certificate or other
security issued by any Trust or under any related indenture and to
otherwise invest any proceeds from Credit Card Assets and any other income
as determined by the Company's independent member appointed or elected
pursuant to the Company's operating agreement;
(g) to issue membership interests as provided for herein; and
(h) to engage in any lawful act or activity and to exercise any
powers permitted to limited liability companies organized under the laws
of the State of Nebraska that are related to or incidental to and
necessary, suitable or convenient for the accomplishment of the purposes
specified in clauses (a) through (g) above (including, without limitation
(i) the registration or qualification of any securities issued by any
Trust under the federal securities laws or the Blue Sky laws of any State
or jurisdiction and (ii) the entering into of interest rate or basis swap,
cap, floor or collar agreements, currency exchange agreements or similar
hedging transactions and referral, management, servicing and
administration agreements).
(i) The Company, by or through the independent member appointed
pursuant to the Company's operating agreement, may enter into and perform
each pooling and servicing agreement, transfer and servicing agreement,
receivables purchase agreement, indenture or other agreement entered into
by the Company or by a Trust at the direction of the Company from time to
time in connection with the acquisition, creation, funding or financing of
Credit Card Assets, and all other documents, instruments and certificates
delivered in connection therewith. and all documents, agreements,
certificates, or financing statements contemplated thereby or related
thereto, all without any further act, vote or approval of any other person
notwithstanding any other provision of these Articles of Organization, the
operating agreement, the Act or applicable law, rule or regulation. The
foregoing authorization shall not be deemed a restriction on the powers of
the independent member to enter into other agreements on behalf of the
Company.
3. PRINCIPAL PLACE OF BUSINESS -- REGISTERED AGENT. The Company's
principal place of business is at 1620 Dodge Street, Omaha, Nebraska 68102, or
at such other place of business as may be designated by the members from time to
time. The Company's initial registered agent in the State of Nebraska is Timothy
D. Hart and the address of the registered agent is 1620 Dodge Street, Omaha,
Nebraska 68102.
4. STATED CAPITAL AND CONTRIBUTIONS.
(a) The total amount of cash and property to be contributed to the
stated capital of the Company by its members is $1,000.00.
(b) No member is required to make any additional capital
contribution to the Company. However, a member may make additional capital
contributions to the Company with the written consent of the other
members.
5. ADDITIONAL MEMBERS. One or more additional members of the Company may
be admitted to the Company with the unanimous written consent of the members.
6. MANAGEMENT. Management of the Company shall be vested in the managing
member whose name and address are:
Name Address
---- -------
First National Funding Corporation 1620 Dodge Street
Omaha, Nebraska 68102
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7. INTERNAL AFFAIRS. The regulation of the internal affairs of the
Company, including restrictions on the transferability of member interests, are
set forth in an operating agreement, the terms of which may be amended by the
members from time to time.
8. AMENDMENT. These Articles of Organization may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed and
delivered by all of the Members.
EXECUTED in duplicate by the undersigned organizer on April 16, 2002.
/s/ Mark A. Ellis
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Mark A. Ellis, Organizer
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