EXHIBIT 4.2
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SERIES [200_-_] INDENTURE SUPPLEMENT
Dated as of [ ], 200[ ]
to
MASTER INDENTURE
Dated as of [ ], 2002
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FIRST NATIONAL MASTER NOTE TRUST,
Issuer,
and
THE BANK OF NEW YORK,
Indenture Trustee on behalf of the Noteholders
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FIRST NATIONAL MASTER NOTE TRUST
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TABLE OF CONTENTS
<Table>
<Caption>
Page
ARTICLE I
CREATION OF THE SERIES [200_-_] NOTES.........................................1
ARTICLE II
DEFINITIONS...................................................................1
ARTICLE III
Noteholder Servicing Fee
Section 3.01. Servicing Compensation...................................14
ARTICLE IV
RIGHTS OF SERIES [200_-_] NOTEHOLDERS AND ALLOCATION AND
APPLICATION OF COLLECTIONS
Section 4.01. Collections and Allocations..............................15
Section 4.02. Determination of Monthly Interest........................17
Section 4.03. Determination of Monthly Principal.......................18
Section 4.04. Application of Available Finance Charge Collections and
Available Principal Collections..........................19
Section 4.05. Investor Charge-Offs.....................................22
Section 4.06. Reallocated Principal Collections........................22
Section 4.07. Excess Finance Charge Collections........................22
Section 4.08. Excess Principal Collections.............................22
Section 4.09. Certain Series Accounts..................................23
Section 4.10. Reserve Account..........................................24
[Section 4.11. Cash Collateral Account..................................26
Section 4.12. Spread Account...........................................27
Section 4.13. Investment Instructions..................................29
Section 4.14. Accumulation Period......................................30
Section 4.15 Suspension of Accumulation Period........................31
[Section 4.16. Determination of LIBOR...................................33
Section 4.17 Interchange..............................................33
[Section 4.18. Pre-Funding Account......................................34
</Table>
ARTICLE V
DELIVERY OF SERIES [200_-_] NOTES; DISTRIBUTIONS;
REPORTS TO SERIES [200_-_] NOTEHOLDERS
<Table>
Section 5.01. Delivery and Payment for the Series [200_-_] Notes......35
Section 5.02. Distributions...........................................35
Section 5.03. Reports and Statements to Series [200_-_] Noteholders...36
ARTICLE VI
Series [200_-_] Pay Out Events..........................................37
ARTICLE VII
REDEMPTION; FINAL DISTRIBUTIONS; SERIES TERMINATION
Section 7.01. Optional Redemption of Series [200_-_] Notes; Final
Distributions...........................................39
Section 7.02. Series Termination......................................40
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Ratification of Indenture; Amendments...................40
Section 8.02. Form of Delivery of the Series [200_-_] Notes...........40
Section 8.03. Counterparts............................................40
Section 8.04. Governing Law...........................................40
Section 8.05. Limitation of Liability.................................41
Section 8.06. Rights of Indenture Trustee.............................41
Section 8.07. Additional Requirements for Registration of and
Limitations on Transfer and Exchange of Notes...........41
</Table>
EXHIBITS
EXHIBIT A-1 FORM OF CLASS A NOTE
EXHIBIT A-2 FORM OF CLASS B NOTE
EXHIBIT A-3 FORM OF CLASS C NOTE
EXHIBIT A-4 ALTERNATE FORM OF CLASS C NOTE
EXHIBIT B FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO INDENTURE TRUSTEE
EXHIBIT C FORM OF MONTHLY NOTEHOLDERS' STATEMENT
EXHIBIT D FORM OF MONTHLY SERVICER'S CERTIFICATE
ii
SERIES [200_-_] INDENTURE SUPPLEMENT
SERIES [200_-_] INDENTURE SUPPLEMENT, dated as of [ ], 200[ ] (the
"Indenture Supplement"), between FIRST NATIONAL MASTER NOTE TRUST, a business
trust organized and existing under the laws of the State of Delaware (herein,
"Issuer" or the "Trust"), and THE BANK OF NEW YORK, a New York banking
corporation, not in its individual capacity, but solely as indenture trustee
(herein, together with its successors in the trusts thereunder as provided in
the Master Indenture referred to below, "Indenture Trustee") under the Master
Indenture, dated as of [ ], 2002 (the "Indenture"), between Issuer and Indenture
Trustee (the Indenture, together with this Indenture Supplement, the
"Agreement").
Pursuant to Section 2.11 of the Indenture, Transferor may direct Issuer
to issue one or more Series of Notes. The Principal Terms of this Series are set
forth in this Indenture Supplement to the Indenture.
ARTICLE I
CREATION OF THE SERIES [200_-_] NOTES
There is hereby created and designated a Series of Notes to be issued
pursuant to the Indenture and this Indenture Supplement to be known as "First
National Master Note Trust, Series [200_-_]" or the "Series [200_-_] Notes." The
Series [200_-_] Notes shall be issued in three Classes, known as the "Class A
[Floating Rate] Asset Backed Notes, Series [200_-_]," the "Class B [Floating
Rate] Asset Backed Notes, Series [200_-_]," and the "Class C [Floating Rate]
Asset Backed Notes, Series [200_-_]."
[Series [200_-_] shall be included in Group One and shall be a
Principal Sharing Series. Series [200_-_] shall be an Excess Allocation Series
with respect to Group One only. Series [200_-_] shall not be subordinated to any
other Series. Series [200_-_] shall be a Paired Series with Series [ ].]
ARTICLE II
DEFINITIONS
Whenever used in this Indenture Supplement, the following words and
phrases shall have the following meanings, and the definitions of such terms are
applicable to the singular as well as the plural forms of such terms and the
masculine as well as the feminine and neuter genders of such terms.
"Accumulation Period" means, unless a Pay Out Event shall have occurred
prior thereto, the period commencing at the opening of business on the
Controlled Accumulation Date and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period and (b) the Series Termination
Date.
"Accumulation Period Length" is defined in subsection 4.14.
"Accumulation Shortfall" means (a) for the first Distribution Date
during the Accumulation Period, zero; and (b) thereafter, for any Distribution
Date during the Accumulation Period, the excess, if any, of the Controlled
Deposit Amount for the previous Distribution Date over the amount deposited into
the Principal Accumulation Account pursuant to subsection 4.04(c)(i) for the
previous Distribution Date.
"Allocation Percentage" means, with respect to any Monthly Period, the
percentage equivalent of a fraction:
(a) the numerator of which shall be equal to:
(i) for Principal Collections during the Revolving
Period, and for Finance Charge Collections during the
Revolving Period and the Accumulation Period, and for Default
Amounts at any time, the Collateral Amount at the end of the
last day of the prior Monthly Period (or, in the case of the
Monthly Period in which the Closing Date occurs, on the
Closing Date); or
(ii) for Finance Charge Collections during the Rapid
Amortization Period and for Principal Collections during the
Rapid Amortization Period and the Accumulation Period, the
Collateral Amount at the end of the last day of the Revolving
Period, or, with respect to Finance Charge Collections, if
later, at the end of the last day of the Accumulation Period;
provided, however, that prior to the occurrence of a Pay Out Event
Transferor may, by written notice to Indenture Trustee, Servicer and
each Rating Agency, reduce the numerator used for purposes of
allocating Principal Collections and Finance Charge Collections to
Series [200_-_] at any time if (x) the Rating Agency Condition shall
have been satisfied with respect to such reduction and (y) Transferor
shall have delivered to Indenture Trustee an Officer's Certificate to
the effect that, based on the facts known to such officer at that time,
in the reasonable belief of Transferor, such designation will not cause
a Pay Out Event or an event that, after the giving of notice or the
lapse of time, would cause a Pay Out Event to occur with respect to
Series [200_-_]; and provided, further, that Transferor may designate
that the numerator for Finance Charge Collections during the Rapid
Amortization Period will be the Collateral Amount at the end of the
last day of the prior Monthly Period by notice to Servicer and
Indenture Trustee, if the Rating Agency Condition has been met; and
(b) the denominator of which shall be the greater of (x) the
Aggregate Principal Receivables determined as of the close of business
on the last day of the prior Monthly Period and (y) the sum of the
numerators used to calculate the allocation percentages for allocations
with respect to Finance Charge Collections, Principal Collections or
Default Amounts, as applicable, for all outstanding Series and all
outstanding Series under (and as defined in) the Pooling and Servicing
Agreement (other than any Series represented by the Collateral
Certificate) on such date of determination; provided, that if one or
more Reset Dates occur in a Monthly Period, the denominator of the
Allocation Percentage for the portion of the Monthly Period falling on
and after such
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Reset Date and prior to any subsequent Reset Date will be recalculated
for such period using amounts determined as of the close of business on
the subject Reset Date.
["Available Cash Collateral Amount" means, with respect to any Transfer
Date, an amount equal to the lesser of (a) the amount on deposit in the Cash
Collateral Account (before giving effect to any deposit to, or withdrawal from,
the Cash Collateral Account made or to be made with respect to such date) and
(b) the Required Cash Collateral Amount for such Transfer Date.]
"Available Finance Charge Collections" means, for any Monthly Period,
an amount equal to the sum of (a) the Investor Finance Charge Collections for
such Monthly Period, plus (b) the Excess Finance Charge Collections allocated to
Series [200_-_] for such Monthly Period, plus (c) Principal Accumulation
Investment Proceeds, if any, with respect to the related Transfer Date, plus (d)
amounts on deposit in the Reserve Account, [Pre-Funding Account,] [Cash
Collateral Account], [Spread Account] and Excess Funding Account deposited into
the Finance Charge Account on the related Transfer Date to be treated as
Available Finance Charge Collections pursuant to subsections 4.10(b) or (d),
[4.11], 4.12(c) and [4.18(b)].
"Available Principal Collections" means, for any Monthly Period, an
amount equal to the sum of (a) the Investor Principal Collections for such
Monthly Period, minus (b) the amount of Reallocated Principal Collections with
respect to such Monthly Period which pursuant to Section 4.06 are required to be
applied on the related Distribution Date, plus (c) any Excess Principal
Collections, plus (d) the aggregate amount to be treated as Available Principal
Collections pursuant to subsections 4.04(a)(v) and (vi) for the related
Distribution Date.
"Available Reserve Account Amount" means, for any Transfer Date, the
lesser of (a) the amount on deposit in the Reserve Account (after taking into
account any interest and earnings retained in the Reserve Account pursuant to
subsection 4.10(b) on such date, but before giving effect to any deposit to or
withdrawal from the Reserve Account made or to be made on such date) and (b) the
Required Reserve Account Amount for such Transfer Date.
"Available Spread Account Amount" means, for any Transfer Date, an
amount equal to the lesser of (a) the amount on deposit in the Spread Account
(exclusive of Investment Earnings on such date and before giving effect to any
deposit to, or withdrawal from, the Spread Account made or to be made with
respect to such date) and (b) the Required Spread Account Amount, in each case
on such Transfer Date.
"Base Rate" means, for any Monthly Period, the annualized percentage
equivalent of a fraction, (a) the numerator of which is equal to the sum of (i)
the Monthly Interest and (ii) the Noteholder Servicing Fee, each with respect to
the related Distribution Date, and (b) the denominator of which is the
Collateral Amount plus amounts on deposit in the Principal Accumulation Account
as of the first day of such Monthly Period.
["Cash Collateral Account" is defined in Section 4.11(a).]
"Class A Default Interest" is defined in subsection 4.02(a).
"Class A Interest Shortfall" is defined in subsection 4.02(a).
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["Class A/B] Expected Principal Payment Date" means [ ].
"Class A Monthly Interest Payment" is defined in subsection 4.02(a).
"Class A Note Initial Principal Balance" means $[ ].
"Class A Note Interest Rate" means a per annum rate of [ ]% [in excess
of LIBOR as determined on the LIBOR Determination Date for the applicable
Interest Period].
"Class A Note Principal Balance" means, on any date of determination,
an amount equal to (a) the Class A Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to Class A Noteholders on or prior
to such date.
"Class A Noteholder" means the Person in whose name a Class A Note is
registered in the Note Register.
"Class A Notes" means any one of the Notes executed by Issuer and
authenticated by or on behalf of Indenture Trustee, substantially in the form of
Exhibit A-1.
"Class A Required Amount" means, for any Distribution Date, an amount
equal to the excess of the amounts described in subsection 4.04(a)(i) over the
[sum of (a)] Available Finance Charge Collections applied to pay such amount
pursuant to subsection 4.04(a), [and (b) any amount withdrawn from the Cash
Collateral Account and applied to pay such amount pursuant to subsection
4.11(c).]
"Class B Default Interest" is defined in subsection 4.02(b).
"Class B Interest Shortfall" is defined in subsection 4.02(b).
"Class B Monthly Interest Payment" is defined in subsection 4.02(b).
"Class B Note Initial Principal Balance" means $[ ].
"Class B Note Interest Rate" means a per annum rate of [ ]% [in excess
of LIBOR as determined on the LIBOR Determination Date for the applicable
Interest Period].
"Class B Note Principal Balance" means, on any date of determination,
an amount equal to (a) the Class B Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to Class B Noteholders on or prior
to such date.
"Class B Noteholder" means the Person in whose name a Class B Note is
registered in the Note Register.
"Class B Notes" means any one of the Notes executed by Issuer and
authenticated by or on behalf of Indenture Trustee, substantially in the form of
Exhibit A-2.
"Class B Required Amount" means, for any Distribution Date, an amount
equal to the excess of the amount described in subsection 4.04(a)(ii) over the
[sum of (a)] Available Finance Charge Collections applied to pay such amount
pursuant to subsection 4.04(a), [and (b) any
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amount withdrawn from the Cash Collateral Account and applied to pay such amount
pursuant to subsection 4.11(c).]
"Class C Default Interest" is defined in subsection 4.02(c).
"Class C Expected Principal Payment Date" means [ ].
"Class C Interest Shortfall" is defined in subsection 4.02(c).
"Class C Monthly Interest Payment" is defined in subsection 4.02(c).
"Class C Note Initial Principal Balance" means $[ ].
"Class C Note Interest Rate" means a per annum rate of [ ]% [in excess
of LIBOR as determined on the LIBOR Determination Date for the applicable
Interest Period].
"Class C Note Principal Balance" means, on any date of determination,
an amount equal to (a) the Class C Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to Class C Noteholders on or prior
to such date.
["Class C Note Purchase Agreement" means the Note Purchase Agreement,
dated as of [ ], 200[ ], between First National Bank of Omaha, Transferor and
the initial purchaser of the Class C Notes.]
"Class C Noteholder" means the Person in whose name a Class C Note is
registered in the Note Register.
"Class C Notes" means any one of the Notes executed by Issuer and
authenticated by or on behalf of Indenture Trustee, substantially in the form of
Exhibit A-3 or Exhibit A-4.
"Closing Date" means [ ], 200[ ].
"Collateral Amount" means, as of any date of determination, an amount
equal to the result of (a) the Initial Collateral Amount, minus (b) the amount
of principal previously paid to the Series [200_-_] Noteholders (other than any
principal payments made from funds on deposit in the Spread Account), minus (c)
the balance on deposit in the Principal Accumulation Account, minus (d) the
excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated
Principal Collections over the reimbursements of such amounts pursuant to
subsection 4.04(a)(vi) prior to such date.
"Controlled Accumulation Amount" means, (a) for any Transfer Date with
respect to the Accumulation Period an amount equal to one-[ ] of the Collateral
Amount at the end of the Revolving Period; provided, however, that if the
Accumulation Period Length is determined to be less than [ ] months pursuant to
Section 4.14 or 4.15, the Controlled Accumulation Amount shall be equal to (i)
the Initial Collateral Amount divided by (ii) the Accumulation Period Length;
provided, further, that the Controlled Accumulation Amount for any Distribution
Date shall not exceed the Note Principal Balance minus any amount already on
deposit in the Principal Accumulation Account on such Transfer Date.
5
"Controlled Accumulation Date" means [ ], or such later date as is
determined in accordance with Sections 4.14 and 4.15.
"Controlled Deposit Amount" means, for any Transfer Date with respect
to the Accumulation Period, an amount equal to the sum of the Controlled
Accumulation Amount for such Transfer Date and any existing Accumulation
Shortfall.
"Covered Amount" means an amount, determined as of each Transfer Date
for any Interest Period, equal to the sum of (a) the product of (i) a fraction
the numerator of which is the actual number of days in such Interest Period and
the denominator of which is 360, times (ii) the Class A Note Interest Rate in
effect with respect to such Interest Period, times (iii) the aggregate amount on
deposit in the Principal Accumulation Account up to the Class A Note Principal
Balance as of the Record Date preceding such Transfer Date, plus (b) the product
of (i) a fraction the numerator of which is the actual number of days in such
Interest Period and the denominator of which is 360, times (ii) the Class B Note
Interest Rate in effect with respect to such Interest Period, times (iii) the
aggregate amount on deposit in the Principal Accumulation Account in excess of
the Class A Principal Balance as of the Record Date preceding such Transfer Date
up to the Class B Principal Balance as of the Record Date preceding such
Transfer Date, plus (c) the product of (i) a fraction the numerator of which is
the actual number of days in such Interest Period and the denominator of which
is 360, times (ii) the Class C Note Interest Rate in effect with respect to such
Interest Period, times (iii) the aggregate amount on deposit in the Principal
Accumulation Account in excess of the sum of the Class A Principal Balance and
the Class B Principal Balance as of the Record Date preceding such Transfer
Date.
"Default Amount" means, with respect to any Transfer Date, the
aggregate amount of Principal Receivables (other than Ineligible Receivables) in
Accounts which became Defaulted Accounts during the Related Monthly Period.
"Default Interest" means, for any Distribution Date, Class A Default
Interest, Class B Default Interest and Class C Default Interest for such
Distribution Date.
["Designated Maturity" means, for any LIBOR Determination Date, one
month; provided that LIBOR for the initial Interest Period will be determined by
straight-line interpolation (based on the actual number of days in the initial
Interest Period) between two rates determined in accordance with the definition
of LIBOR, one of which will be determined for a Designated Maturity of one month
and the other of which will be determined for a Designated Maturity of two
months.]
"Dilution" means any downward adjustment made by Servicer in the amount
of any Receivable (a) because of a rebate, refund, unauthorized charge,
fraudulent or counterfeit charge or billing error to an accountholder, (b)
because such Receivable was created in respect of merchandise which was refused
or returned by an accountholder, (c) because of a credit pursuant to a debt
cancellation or debt deferral program which is not recovered from Collections or
from Insurance Proceeds or (d) for any other reason other than receiving
Collections therefor or charging off such amount as uncollectible.
"Distribution Account" is defined in subsection 4.09(a).
6
"Distribution Date" means [ ] 15, 200[ ] and the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.
"Excess Spread Percentage" means Net Yield.
"Finance Charge Account" is defined in Section 4.09(a).
"Finance Charge Collections" means Collections of Finance Charge
Receivables.
"Finance Charge Shortfall" is defined in Section 4.07.
["Funding Period" means the period commencing on the Closing Date and
ending upon the first to occur of (x) the commencement of the Rapid Amortization
Period, (y) the date on which the Collateral Amount equals the Note Principal
Balance and (z) [___________], 200[__].]
"Group One" means Series [200_-_], the outstanding PSA Series (other
than any Series represented by the Collateral Certificate) and each other Series
hereafter specified in the related Indenture Supplement to be included in Group
One.
"Initial Collateral Amount" means $[ ].
["Initial Pre-Funded Amount" means $[____________].]
"Interest Period" means, for any Distribution Date, the period from and
including the Distribution Date immediately preceding such Distribution Date
(or, in the case of the first Distribution Date, from and including the Closing
Date) to but excluding such Distribution Date.
"Investment Earnings" means, for any Distribution Date, all interest
and earnings on Permitted Investments included in the Spread Account (net of
losses and investment expenses) during the period commencing on and including
the Distribution Date immediately preceding such Distribution Date and ending on
but excluding such Distribution Date.
"Investor Charge-Offs" is defined in Section 4.05.
"Investor Default Amount" means, with respect to any Monthly Period, an
amount equal to the product of (a) the Default Amount for such Monthly Period
and (b) the Allocation Percentage for Default Amounts for such Monthly Period.
"Investor Finance Charge Collections" means, with respect to any Date
of Processing, an amount equal to the product of (a) the Allocation Percentage
for such Date of Processing and (b) Collections in respect of Finance Charge
Receivables received on such date and, with respect to any Monthly Period, the
aggregate of such sums for each Date of Processing in such Monthly Period.
"Investor Principal Collections" means, with respect to any Date of
Processing, an amount equal to the product of (a) the Allocation Percentage for
such day and (b) Collections in
7
respect of Principal Receivables received on such Date of Processing and, with
respect to any Monthly Period, the aggregate of such sums for each Date of
Processing in such Monthly Period.
["LIBOR" means, for any Interest Period, an interest rate per annum for
such Interest Period determined by Indenture Trustee in accordance with the
provisions of Section 4.16.]
["LIBOR Determination Date" means (i) [ ], 200[ ] for the period from
and including the Closing Date through and including [ ], 200[ ] and (ii) the
second London Business Day prior to the commencement of the second and each
subsequent Interest Period.]
["London Business Day" means any day on which dealings in deposits in
United States dollars are transacted in the London interbank market.]
"Monthly Interest" means, for any Distribution Date, the sum of the
Class A Monthly Interest Payment, the Class B Monthly Interest Payment, and the
Class C Monthly Interest Payment for such Distribution Date.
"Monthly Period" means the period from and including the first day of
the calendar month preceding a related Distribution Date to and including the
last day of such calendar month; provided that the Monthly Period related to the
[ ] 200[ ] Distribution Date shall mean the period from and including the
Closing Date to and including the last day of [ ] 200[ ].
"Monthly Principal" is defined in Section 4.03.
"Monthly Principal Reallocation Amount" means, for any Monthly Period,
an amount equal to the sum of:
(a) the lower of (i) the Class A Required Amount and (ii) the
greater of (A)(x) the product of (I) [ ]% and (II) the Initial
Collateral Amount minus (y) the amount of unreimbursed Investor
Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Distribution Date) and (B) zero; and
(b) the lower of (i) the sum of the Class B Required Amount
and the Servicing Fee Required Amount and (ii) the greater of (A)(x)
the product of (I) [ ]% and (II) the Initial Collateral Amount minus
(y) the amount of unreimbursed Investor Charge-Offs (after giving
effect to Investor Charge-Offs for the related Monthly Period) and
unreimbursed Reallocated Principal Collections (as of the previous
Distribution Date and as required in clause (a) above) and (B) zero.
"Net Yield" means, with respect to any Monthly Period, Portfolio Yield
with respect to such Monthly Period minus the Base Rate with respect to such
Monthly Period.
"Note Principal Balance" means, on any date of determination, an amount
equal to the sum of the Class A Note Principal Balance, the Class B Note
Principal Balance and the Class C Note Principal Balance.
8
"Noteholder Servicing Fee" is defined in Section 3.01.
"Paired Series" means a Series that has been paired with Series
[200_-_] (which Series may be prefunded or partially prefunded or may be a
Variable Interest) such that a reduction of the Collateral Amount results in (or
permits) an increase of the Collateral Amount of the Paired Series.
"Percentage Allocation" is defined in subsection 4.01(b)(ii)(B).
"Permitted Investments" is defined in Annex A to the Indenture.
"Portfolio Yield" means, for any Monthly Period, the annualized
percentage equivalent of a fraction, (a) the numerator of which is equal to the
sum of (i) the Available Finance Charge Collections (excluding any Excess
Finance Charge Collections and any amounts withdrawn from the [Cash Collateral
Account,] [the Spread Account,] [the Pre-Funding Account,] [the Principal
Accumulation Account,] or the Reserve Account, except that Excess Finance Charge
Collections from other Series applied for the benefit of Series [200_-_] Notes
may be included if the Rating Agency Condition is met), minus (ii) the Investor
Default Amount and the Uncovered Dilution Amount for such Monthly Period and (b)
the denominator of which is the Collateral Amount plus amounts on deposit in the
Principal Accumulation Account as of the first day of such Monthly Period.
["Pre-Funded Amount" means, as of any date of determination, the amount
on deposit in the Pre-Funding Account (net of all interest and other investment
income).]
["Pre-Funding Account" is defined in subsection 4.18(a).]
["Pre-Funding Investment Proceeds" means, with respect to each Transfer
Date, the investment earnings on funds in the Pre-Funding Account (net of
investment expenses and losses) for the period from and including the
immediately preceding Transfer Date (or, in the case of the first Transfer Date,
from and including the Closing Date) to but excluding such Transfer Date.]
"Principal Account" is defined in Section 4.09(a).
"Principal Accumulation Account" is defined in subsection 4.09(a).
"Principal Accumulation Account Balance" means, for any date of
determination, the principal amount, if any, on deposit in the Principal
Accumulation Account on such date of determination.
["Principal Accumulation Investment Proceeds" means, with respect to
each Transfer Date, the investment earnings on funds in the Principal
Accumulation Account (net of investment expenses and losses) for the period from
and including the immediately preceding Transfer Date to but excluding such
Transfer Date.]
"Principal Collections" means Collections of Principal Receivables.
9
"Principal Shortfall" is defined in subsection 4.08.
"PSA Series" means a Series under (and as defined in) the Pooling and
Servicing Agreement.
"Qualified Maturity Agreement" means an agreement in which a Qualified
Maturity Agreement Institution agrees to make a deposit into the Principal
Accumulation Account on or before the [Class A/B] Expected Principal Payment
Date in an amount equal to the initial Note Principal Balance (reduced by any
amount on deposit in the Principal Accumulation Account [excluding the Class C
Note Initial Principal Balance]) [and a further deposit into the Principal
Accumulation Account on the Class C Expected Principal Payment Date in an amount
equal to the Class C Note Initial Principal Balance.]
"Qualified Maturity Agreement Institution" means a counterparty having
short-term debt ratings of no less than "P-1/A-1" by Moody's and Standard &
Poor's, respectively, or long-term unsecured ratings of no less than "Aa3" by
Moody's and "A+" by Standard & Poor's.
"Quarterly Net Yield" means, for any Distribution Date, the average of
the Net Yields for each of the three preceding Monthly Periods, and, for
purposes of the [ ] 200[ ] and [ ] 200[ ] Distribution Dates, the Net Yields for
[ ] and [ ] 200[ ] shall be deemed to be [ ]% and [ ]%, respectively.
"Rapid Amortization Period" means the period commencing on the date on
which a Trust Pay Out Event or a Series [200_-_] Pay Out Event is deemed to
occur and ending on the Series Termination Date.
"Rating Agency" means each of Fitch, Moody's and Standard & Poor's.
"Reallocated Principal Collections" means, for any Transfer Date,
Investor Principal Collections applied in accordance with Section 4.06 in an
amount not to exceed the Monthly Principal Reallocation Amount for the related
Monthly Period.
"Reassignment Amount" means, for any Transfer Date, after giving effect
to any deposits and distributions otherwise to be made on the related
Distribution Date, the sum of (i) the Note Principal Balance on the related
Distribution Date, plus (ii) Monthly Interest for the related Distribution Date
and any Monthly Interest previously due but not distributed to the Series [200 -
] Noteholders, plus (iii) the amount of Default Interest, if any, for the
related Distribution Date and any Default Interest previously due but not
distributed to the Series [200_-_] Noteholders on a prior Distribution Date.
["Reference Banks" means four major banks in the London interbank
market selected by Servicer.]
["Required Cash Collateral Amount" means, for any Transfer Date, the
greatest of (a) an amount equal to [ ]% of the Collateral Amount (after taking
into account deposits to the Principal Accumulation Account on such Transfer
Date and payments to be made on the related Distribution Date), (b) $[ ] and (c)
for any Transfer Date occurring on or after the commencement of the Rapid
Amortization Period, an amount equal to [ ]% of the Collateral
10
Amount as of the close of business on the last day of the Revolving Period;
provided that the Required Cash Collateral Amount will never exceed the Note
Principal Balance, minus the Principal Accumulation Account Balance (after
taking into account deposits to the Principal Accumulation Account on such
Transfer Date and payments to be made on the related Distribution Date); and
provided, further, that Transferor may reduce the Required Cash Collateral
Amount at any time if Indenture Trustee has been provided evidence that the
Rating Agency Condition has been satisfied.]
["Required Draw Amount" is defined in subsection 4.11(c).]
"Required Reserve Account Amount" means, for any Transfer Date on or
after the Reserve Account Funding Date, an amount equal to (a) [ ]% of the sum
of the Note Principal Balance or (b) any other amount designated by Transferor;
provided, however, that if such designation is of a lesser amount, Transferor
shall (i) provide Servicer and Indenture Trustee with evidence that the Rating
Agency Condition shall have been satisfied and (ii) deliver to Indenture Trustee
a certificate of an Authorized Officer to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of Transferor, such
designation will not cause a Pay Out Event or an event that, after the giving of
notice or the lapse of time, would cause a Pay Out Event to occur with respect
to Series [200_-_].
"Required Retained Transferor Percentage" means, for purposes of Series
[200_-_], [ ]%.
"Required Spread Account Amount" means, for any date of determination,
(a) prior to the occurrence of a Pay Out Event, the product of (i) the Spread
Account Percentage in effect on such date and (ii) the Initial Collateral
Amount; provided that the Required Spread Account Amount shall not exceed the
Class C Note Principal Balance minus the excess, if any, of the Principal
Accumulation Account Balance over the sum of the Class A Note Principal Balance
and the Class B Note Principal Balance on such date of determination and (b)
after the occurrence of a Pay Out Event, an amount equal to the Class C Note
Principal Balance on such date of determination.
"Reserve Account" is defined in subsection 4.10(a).
"Reserve Account Funding Date" means the Transfer Date designated by
Servicer which occurs not later than the earliest of (a) the Transfer Date with
respect to the Monthly Period which commences [ ] months prior to the
commencement of the Accumulation Period (which commencement shall be subject to
postponement pursuant to Section 4.15); (b) the first Transfer Date for which
the Quarterly Net Yield is less than [ ]%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences [ ] months prior to the
commencement of the Accumulation Period; (c) the first Transfer Date for which
the Quarterly Net Yield is less than [ ]%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date with
respect to the
11
Monthly Period which commences [ ] months prior to the commencement of the
Accumulation Period; and (d) the first Transfer Date for which the Quarterly Net
Yield is less than [ ]%, but in such event the Reserve Account Funding Date
shall not be required to occur earlier than the Transfer Date with respect to
the Monthly Period which commences [ ] months prior to the commencement of the
Accumulation Period; provided, however, that subject to satisfaction of the
Rating Agency Condition, the Reserve Account Funding Date may be any date
selected by Servicer; provided, however, that the Reserve Account Funding Date
shall be the Distribution Date immediately following the date on which a
Qualified Maturity Agreement is terminated if (a) such Qualified Maturity
Agreement is terminated because the provider of such Qualified Maturity
Agreement ceases to qualify as a Qualified Maturity Agreement Institution, (b)
such Qualified Maturity Agreement is terminated prior to the earlier of the
[Class A/B] Expected Principal Payment Date [and the Class C Expected Principal
Payment Date] and the commencement of the Rapid Amortization Period, (c) such
Qualified Maturity Agreement is terminated after the later of the last day of
the [ , 200 ] Monthly Period and, at the election of Transferor, the date to
which the commencement of the Controlled Accumulation Period may be postponed
pursuant to Section 4.14 (as determined on the date of such termination) and (d)
Transferor does not obtain a substitute Qualified Maturity Agreement.
"Reserve Account Surplus" means, as of any Transfer Date following the
Reserve Account Funding Date, the amount, if any, by which the amount on deposit
in the Reserve Account exceeds the Required Reserve Account Amount.
"Reserve Draw Amount" means, with respect to each Transfer Date
relating to the Accumulation Period or the first Transfer Date relating to the
Rapid Amortization Period, the amount, if any, by which the Principal
Accumulation Investment Proceeds for such Distribution Date are less than the
Covered Amount determined as of such Transfer Date.
"Reset Date" means:
(a) each Addition Date and each "Addition Date" (as such term
is defined in the Pooling and Servicing Agreement), in each case
relating to Additional Accounts;
(b) each Removal Date and each "Removal Date" (as such term is
defined in the Pooling and Servicing Agreement) on which Principal
Receivables are removed from the Receivables Trust;
(c) each date on which there is an increase in the outstanding
balance of any Variable Interest or any variable funding certificate
issued pursuant to the Pooling and Servicing Agreement; and
(d) each date on which a new Series or Class of Notes is
issued and each date on which a new "Series" or "Class" (each as
defined in the Pooling and Servicing Agreement) of investor
certificates is issued by the Certificate Trust.
"Revolving Period" means the period beginning on the Closing Date and
ending at the close of business on the day immediately preceding the earlier of
the day the Accumulation Period commences or the day the Rapid Amortization
Period commences.
"Series [200_-_]" means the Series of Notes the terms of which are
specified in this Indenture Supplement.
12
"Series [200_-_] Collection Account" is defined in Section 4.09(a).
"Series [200_-_] Final Maturity Date" is defined in Section 4.09(a).
"Series [200_-_] Final Maturity Date" means the [ ] 200[ ] Distribution
Date.
"Series [200_-_] Note" means a Class A Note, a Class B Note or a Class
C Note.
"Series [200_-_] Noteholder" means a Class A Noteholder, a Class B
Noteholder or a Class C Noteholder.
"Series [200_-_] Pay Out Event" is defined in Section 6.01.
"Series Allocation Percentage" means, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
numerator used in determining the Allocation Percentage for Finance Charge
Collections for that Monthly Period and the denominator of which is the sum of
the numerators used in determining the Allocation Percentage for Finance Charge
Receivables for all outstanding Series and PSA Series for such Monthly Period;
provided that if one or more Reset Dates occur in a Monthly Period, the Series
Allocation Percentage will be the percentage equivalent of a fraction, the
numerator of which is an amount equal to the sum of the numerators used in
determining the Allocation Percentage for Finance Charge Collections for Series
[200_-_] for each day during that Monthly Period divided by the total number of
days in such Monthly Period and the denominator of which is an amount equal to
the sum of the numerators used in determining the Allocation Percentages for
Finance Charge Receivables for all outstanding Series and PSA Series for each
day during such Monthly Period divided by the total number of days in such
Monthly Period.
"Series Servicing Fee Percentage" means [2]% per annum.
"Series Termination Date" means the earliest to occur of (a) the date
on which the Note Principal Balance is paid in full, (b) the date on which the
Collateral Amount is reduced to zero and (c) the Series [200_-_] Final Maturity
Date.
"Servicer Interchange" means, with respect to any Monthly Period, an
amount equal to one-twelfth of the product of (a) [1.00%] and (b) the Collateral
Amount as of the last day of the preceding Monthly Period; provided, however,
that Servicer Interchange for the [ ] 200[ ] Distribution Date shall be $[ ].
"Servicing Fee Required Amount" means, for any Distribution Date, an
amount equal to the excess of the amount described in subsection 4.04(a)(iii)
over [(a)] the Available Finance Charge Collections applied to pay such amount
pursuant to subsection 4.04(a) [and (b) any amount withdrawn from the Cash
Collateral Account and applied to pay such amount pursuant to subsection
4.11(c).]
"Spread Account" is defined in subsection 4.12(a).
"Spread Account Deficiency" means the excess, if any, of the Required
Spread Account Amount over the Available Spread Account Amount.
"Spread Account Percentage" [is defined in the Class C Note Purchase
Agreement] [means (i) [__]% if the Quarterly Net Yield on such Distribution Date
is greater than or equal to [__]%, (ii) [__]% if the Quarterly Net Yield on such
Distribution Date is less than [__]% and greater than or equal to [__]%, (iii)
[__]% if the Quarterly Net Yield on such Distribution Date is less than [__]%
and greater than or equal to [__]%, (iv) [__]% if the Quarterly Net Yield on
such Distribution Date is less than [__]% and greater than or equal to [__]%,
(v) [__]% if the Quarterly Net Yield on such
13
Distribution Date is less than [__]% and greater than or equal to [__]%, (vi)
[__]% if the Quarterly Net Yield on such Distribution Date is less than [__]%
and greater than or equal to [__]%, (vii) [__]% if the Quarterly Net Yield on
such Distribution Date is less than [__]% and greater than or equal to [__]%,
and (viii) [__]% if the Quarterly Net Yield on such Distribution Date is less
than [__]%; [provided, that if a Pay Out Event is deemed to occur, the Spread
Account Percentage shall be [__]%]].
["Telerate Page 3750" means the display page currently so designated on
the Bridge Telerate Markets Report (or such page as may replace that page in
that service for the purpose of displaying comparable rates or prices).]
"Uncovered Dilution Amount" means an amount equal to the product of (x)
the Series Allocation Percentage for the related Monthly Period, times (y) the
aggregate Dilutions occurring during that Monthly Period as to which any deposit
is required to be made to the Excess Funding Account pursuant to Section 3.09(a)
of the Transfer and Servicing Agreement or Section 4.03(c) of the Pooling and
Servicing Agreement but has not been made; provided that, if the Transferor
Interest is greater than zero at the time the deposit referred to in clause (y)
is required to be made, the Uncovered Dilution Amount for such amount to be
deposited shall be deemed to be zero.
Each capitalized term defined herein shall relate to the Series
[200_-_] Notes and no other Series of Notes issued by Issuer, unless the
context otherwise requires. All capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to them in Annex A to the Master
Indenture.
The interpretive rules specified in Section 1.2 of the Master Indenture
also apply to this Indenture Supplement. If any term or provision contained
herein shall conflict with or be inconsistent with any term or provision
contained in the Master Indenture, the terms and provisions of this Indenture
Supplement shall be controlling.
ARTICLE III
NOTEHOLDER SERVICING FEE
SECTION 3.01. SERVICING COMPENSATION. The share of the Servicing Fee
allocable to Series [200_-_] for any Transfer Date (the "Noteholder Servicing
Fee") shall be equal to one-twelfth of the product of (a) the Series Servicing
Fee Percentage and (b) the Collateral Amount as of the last day of the Monthly
Period preceding such Transfer Date; provided, however, that with respect to the
first Transfer Date, the Noteholder Servicing Fee shall be equal to $[ ];
provided, further, that if Transferor or Indenture Trustee is Servicer, the
Noteholder Servicing Fee shall be reduced by the amount, if any, by which the
Servicer Interchange for such Monthly Period exceeds the amount of Interchange
included as Collections of Finance Charge Receivables allocable to the Series
[200_-_] Notes with respect to such Monthly Period pursuant to Section 4.17 of
this Indenture Supplement. The remainder of the Servicing Fee shall be paid by
the Holders of the Transferor Interest or the Noteholders of other
14
Series (as provided in the related Indenture Supplements) and in no event shall
Issuer, Indenture Trustee or the Series [200_-_] Noteholders be liable for the
share of the Servicing Fee to be paid by the Holders of the Transferor Interest
or the Noteholders of any other Series.
ARTICLE IV
RIGHTS OF SERIES [200_-_] NOTEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.01. COLLECTIONS AND ALLOCATIONS.
(a) ALLOCATIONS. Finance Charge Collections, Principal Collections and
Receivables in Defaulted Accounts shall be allocated and distributed to Series
[200_-_] as set forth in this Article.
(b) ALLOCATIONS TO THE SERIES [200_-_] NOTEHOLDERS. On each Date of
Processing, Servicer shall allocate to the Series [200_-_] Noteholders the
following amounts as set forth below:
(i) Allocations of Finance Charge Collections. Servicer shall
allocate to the Series [200_-_] Noteholders an amount equal to the
product of (A) the Allocation Percentage and (B) the aggregate Finance
Charge Collections processed on such Date of Processing and shall
deposit such amount into the Finance Charge Account in accordance with
Section 8.04 of the Indenture and subsection 4.01(c).
(ii) Allocations of Principal Collections. Servicer shall
allocate to the Series [200_-_] Noteholders the following amounts as
set forth below:
(A) Allocations During the Revolving Period.
(1) During the Revolving Period an amount
equal to the product of the Allocation Percentage and
the aggregate amount of Principal Collections
processed on each Date of Processing, shall be
allocated to the Series [200_-_] Noteholders and,
first, if any other Principal Sharing Series is
outstanding and in its accumulation period or
amortization period, retained in the Principal
Account for application, to the extent necessary, as
Excess Principal Collections to other Principal
Sharing Series on the related Distribution Date,
second, deposited to the Excess Funding Account to
the extent necessary so that the Transferor Interest
is not less than the Minimum Transferor Interest and,
third, paid to the Holders of the Transferor
Interest.
(2) With respect to each Monthly Period
falling in the Revolving Period, to the extent that
Collections of Principal Receivables allocated to the
Series [200_-_] Noteholders pursuant to this
subsection 4.01(b)(ii) are paid to Transferor,
Transferor
15
shall make an amount equal to the Reallocated
Principal Collections for the related Transfer Date
available on that Transfer Date for application in
accordance with Section 4.06.
(B) Allocations During the Accumulation
Period. During the Accumulation Period an amount
equal to the product of the Allocation Percentage and
the aggregate amount of Principal Collections
processed on each Date of Processing (the product for
any such date is hereinafter referred to as a
"Percentage Allocation") shall be allocated to the
Series [200_-_] Noteholders and deposited into the
Principal Account in accordance with Section 8.04 of
the Indenture and subsection 4.01(c).
(C) Allocations During the Rapid
Amortization Period. During the Rapid Amortization
Period, an amount equal to the product of the
Allocation Percentage and the aggregate amount of
Principal Collections processed on each Date of
Processing shall be allocated to the [200_-_]
Noteholders and deposited into the Principal Account
until applied as provided herein; provided, however,
that after the date on which an amount of such
Principal Collections equal to the Note Principal
Balance has been deposited into the Principal Account
such amount shall be, first, if any other Principal
Sharing Series is outstanding and in its accumulation
period or amortization period, retained in the
Principal Account for application, to the extent
necessary, as Excess Principal Collections to other
Principal Sharing Series on the related Distribution
Date, second, deposited in the Excess Funding Account
to the extent necessary so that the Transferor
Interest is not less than the Minimum Transferor
Interest and, third, paid to the holders of the
Transferor Interest.
(c) During any period when Servicer is permitted by Section
4.03 of the Pooling and Servicing Agreement or Section 8.04 of the
Indenture to make a single monthly deposit to the Collection Account,
amounts allocated to the Noteholders pursuant to Sections 4.01(a) and
(b) with respect to any Monthly Period need not be deposited into the
Collection Account or any Series Account prior to the related Transfer
Date, and, when so deposited, (x) may be deposited net of any amounts
required to be distributed to Transferor and, if FNBO is Servicer,
Servicer, and (y) shall be deposited into the Finance Charge Account
(in the case of Collections of Finance Charge Receivables) and the
Principal Account (in the case of Collections of Principal Receivables
(not including any Excess Principal Collections allocated to Series
[200_-_] pursuant to Section 4.03(e) of the Pooling and Servicing
Agreement or Section 8.05 of the Indenture)). The exception to the
daily deposit requirements provided by the second paragraph of Section
8.04(a) of the Indenture shall not be available during any Monthly
Period during the Rapid Amortization Period, or at any time that the
Transferor Interest is less than the Minimum Transferor Interest, or at
any time that the Available Spread Account Amount is less than the
Required Spread Account Amount, and provided, further, that for
purposes of this sentence, the amount of Collections of Principal
Receivables required to be deposited or distributed on the related
Transfer Date during the Accumulation Period shall include an amount
equal to the Controlled Deposit
16
Amount and the amount of Collections of Finance Charge Receivables
required to be deposited or distributed on the related Distribution
Date shall include an amount equal to the sum of:
(i) the Monthly Interest that was payable on the
previous Distribution Date; plus
(ii) the Noteholder Servicing Fee due on the related
Distribution Date; plus
(iii) an amount equal to [________]% of the Investor
Default Amount for the previous Distribution Date.
(d) On any date, Servicer may withdraw from the Collection
Account or any Series Account any amounts inadvertently deposited in
such account that should have not been so deposited.
SECTION 4.02. DETERMINATION OF MONTHLY INTEREST.
(a) The amount of monthly interest ("Class A Monthly Interest
Payment") distributable from the Distribution Account with respect to
the Class A Notes on any Distribution Date shall be an amount equal to
the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of
which is 360, times (B) the Class A Note Interest Rate in effect with
respect to the related Interest Period and (ii) the Class A Note
Principal Balance as of the close of business on the last day of the
preceding Monthly Period (or, with respect to the initial Distribution
Date, the Class A Note Initial Principal Balance).
On the Determination Date preceding each Distribution Date,
Servicer shall determine the excess, if any (the "Class A Interest
Shortfall"), of (x) the aggregate amount accrued pursuant to this
Section 4.02(a) as of the prior Distribution Date over (y) the amount
actually transferred from the Distribution Account for payment of such
amount. If the Class A Interest Shortfall for any Distribution Date is
greater than zero, on each subsequent Distribution Date until such
Class A Interest Shortfall is fully paid, an additional amount ("Class
A Default Interest") equal to the product of (i) (A) a fraction, the
numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Class A Note
Interest Rate in effect with respect to the related Interest Period and
(ii) such Class A Interest Shortfall (or the portion thereof which has
not been paid to the Class A Noteholders) shall be payable as provided
herein with respect to the Class A Notes. Notwithstanding anything to
the contrary herein, Class A Default Interest shall be payable or
distributed to the Class A Noteholders only to the extent permitted by
applicable law.
(b) The amount of monthly interest ("Class B Monthly Interest
Payment") distributable from the Distribution Account with respect to
the Class B Notes on any Distribution Date shall be an amount equal to
the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of
which is 360, times (B) the Class B Note Interest Rate in effect with
17
respect to the related Interest Period and (ii) the Class B Note
Principal Balance as of the close of business on the last day of the
preceding Monthly Period (or, with respect to the initial Distribution
Date, the Class B Note Initial Principal Balance).
On the Determination Date preceding each Distribution Date,
Servicer shall determine the excess, if any (the "Class B Interest
Shortfall"), of (x) the aggregate amount accrued pursuant to this
Section 4.02(b) as of the prior Distribution Date over (y) the amount
of funds actually transferred from the Distribution Account for payment
of such amount. If the Class B Interest Shortfall for any Distribution
Date is greater than zero, on each subsequent Distribution Date until
such Class B Interest Shortfall is fully paid, an additional amount
("Class B Default Interest") equal to the product of (i) (A) a
fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B)
the Class B Note Interest Rate in effect with respect to the related
Interest Period and (ii) such Class B Interest Shortfall (or the
portion thereof which has not been paid to the Class B Noteholders)
shall be payable as provided herein with respect to the Class B Notes.
Notwithstanding anything to the contrary herein, Class B Default
Interest shall be payable or distributed to the Class B Noteholders
only to the extent permitted by applicable law.
(c) The amount of monthly interest ("Class C Monthly Interest
Payment") distributable from the Distribution Account with respect to
the Class C Notes on any Distribution Date shall be an amount equal to
the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of
which is 360, times (B) the Class C Note Interest Rate in effect with
respect to the related Interest Period and (ii) the Class C Note
Principal Balance as of the close of business on the last day of the
preceding Monthly Period (or, with respect to the initial Distribution
Date, the Class C Note Initial Principal Balance).
On the Determination Date preceding each Distribution Date,
Servicer shall determine the excess, if any (the "Class C Interest
Shortfall"), of (x) the aggregate amount accrued pursuant to this
Section 4.02(c) as of the prior Distribution Date over (y) the amount
of funds actually transferred from the Distribution Account for payment
of such amount. If the Class C Interest Shortfall for any Distribution
Date is greater than zero, on each subsequent Distribution Date until
such Class C Interest Shortfall is fully paid, an additional amount
("Class C Default Interest") equal to the product of (i) (A) a
fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B)
the Class C Note Interest Rate in effect with respect to the related
Interest Period and (ii) such Class C Interest Shortfall (or the
portion thereof which has not been paid to the Class C Noteholders)
shall be payable as provided herein with respect to the Class C Notes.
Notwithstanding anything to the contrary herein, Class C Default
Interest shall be payable or distributed to the Class C Noteholders
only to the extent permitted by applicable law.
SECTION 4.03. DETERMINATION OF MONTHLY PRINCIPAL. The amount of monthly
principal to be transferred from the Principal Account with respect to the Notes
on each Transfer Date (the
18
"Monthly Principal"), beginning with the Transfer Date in the month following
the month in which the Accumulation Period or, if earlier, the Rapid
Amortization Period, begins, shall be equal to the least of (i) the Available
Principal Collections on deposit in the Principal Account with respect to such
Transfer Date, (ii) for each Transfer Date with respect to the Accumulation
Period, the Controlled Deposit Amount for such Transfer Date, (iii) the
Collateral Amount (after taking into account any adjustments to be made on such
Distribution Date pursuant to Sections 4.05 and 4.06) prior to any deposit into
the Principal Accumulation Account on such Transfer Date, and (iv) the Note
Principal Balance, minus any amount already on deposit in the Principal
Accumulation Account on such Transfer Date.
SECTION 4.04. APPLICATION OF AVAILABLE FINANCE CHARGE COLLECTIONS AND
AVAILABLE PRINCIPAL COLLECTIONS. On or before each Transfer Date, Servicer shall
instruct Indenture Trustee in writing (which writing shall be substantially in
the form of Exhibit B) to withdraw and Indenture Trustee, acting in accordance
with such instructions, shall withdraw on such Transfer Date or related
Distribution Date, as applicable, to the extent of available funds, the amount
required to be withdrawn from the Finance Charge Account, the Principal Account,
the Principal Funding Account and the Distribution Account as follows:
(a) On each Transfer Date, an amount equal to the Available
Finance Charge Collections with respect to the related Distribution
Date will be distributed or deposited in the following priority:
(i) an amount equal to Class A Monthly Interest
Payment for such Distribution Date, plus any Class A Interest
Shortfall, plus the amount of any Class A Default Interest for
such Distribution Date, plus the amount of any Class A Default
Interest previously due but not distributed to Class A
Noteholders on a prior Distribution Date shall be deposited by
Servicer or Indenture Trustee into the Distribution Account;
(ii) an amount equal to Class B Monthly Interest
Payment for such Distribution Date, plus any Class B Interest
Shortfall, plus the amount of any Class B Default Interest for
such Distribution Date, plus the amount of any Class B Default
Interest previously due but not distributed to Class B
Noteholders on a prior Distribution Date shall be deposited by
Servicer or Indenture Trustee into the Distribution Account;
(iii) if Servicer is a Person other than FNBO or an
Affiliate of FNBO, an amount equal to the Noteholder Servicing
Fee for such Transfer Date, plus the amount of any Noteholder
Servicing Fee previously due but not distributed to Servicer
on a prior Transfer Date, shall be distributed to Servicer;
(iv) an amount equal to Class C Monthly Interest
Payment for such Distribution Date, plus any Class C Interest
Shortfall, plus the amount of any Class C Default Interest for
such Distribution Date, plus the amount of any Class C Default
Interest previously due but not distributed to the Class C
Noteholders on a prior Distribution Date shall be deposited by
Servicer or Indenture Trustee into the Distribution Account;
19
(v) an amount equal to the Investor Default Amount
and any Uncovered Dilution Amount for such Distribution Date
shall be treated as a portion of Available Principal
Collections for such Distribution Date and, during the
Accumulation Period or the Rapid Amortization Period,
deposited into the Principal Account on the related Transfer
Date;
(vi) an amount equal to the sum of the aggregate
amount of Investor Charge-Offs and the amount of Reallocated
Principal Collections which have not been previously
reimbursed pursuant to this subsection (vi) shall be treated
as a portion of Available Principal Collections for such
Distribution Date;
(vii) [(A) an amount equal to the excess, if any, of
the Required Cash Collateral Amount over the Available Cash
Collateral Amount shall be deposited into the Cash Collateral
Account and then (B)] an amount equal to the excess, if any,
of the Required Spread Account Amount over the Available
Spread Account Amount shall be deposited into the Spread
Account;
(viii) if Servicer is FNBO or an Affiliate of FNBO,
an amount equal to the Noteholder Servicing Fee for such
Transfer Date, plus the amount of any Noteholder Servicing Fee
previously due but not distributed to Servicer on a prior
Transfer Date, shall be distributed to Servicer;
(ix) on each Transfer Date from and after the Reserve
Account Funding Date, but prior to the date on which the
Reserve Account terminates as described in subsection 4.10(f),
an amount up to the excess, if any, of the Required Reserve
Account Amount over the Available Reserve Account Amount shall
be deposited into the Reserve Account;
(x) [an amount equal to any other payments owed to
the Class C Noteholders under the Class C Note Purchase
Agreement shall be paid to the Class C Noteholders]; and
(xi) the balance, if any, will constitute a portion
of Excess Finance Charge Collections for such Distribution
Date.
(b) On each Transfer Date with respect to the Revolving
Period, an amount equal to the Available Principal Collections for the
related Monthly Period shall be treated as Excess Principal Collections
and applied in accordance with Section 8.05 of the Indenture.
(c) On each Transfer Date with respect to the Accumulation
Period or the Rapid Amortization Period, an amount equal to the
Available Principal Collections for the related Monthly Period shall be
distributed or deposited in the following order of priority:
(i) during the Accumulation Period, an amount equal
to the Monthly Principal for such Transfer Date shall be
deposited into the Principal Accumulation Account;
20
(ii) during the Rapid Amortization Period, an amount
equal to the Monthly Principal for such Transfer Date shall be
deposited into the Distribution Account on such Transfer Date
and on each subsequent Transfer Date for payment to the Class
A Noteholders on the related Distribution Date until the Class
A Note Principal Balance has been paid in full;
(iii) during the Rapid Amortization Period, after
giving effect to the distribution referred to in clause (ii)
above, an amount equal to the Monthly Principal remaining, if
any, shall be deposited into the Distribution Account on such
Transfer Date and on each subsequent Transfer Date for payment
to the Class B Noteholders on the related Distribution Date
until the Class B Note Principal Balance has been paid in
full;
(iv) during the Rapid Amortization Period, after
giving effect to the distributions referred to in clauses (ii)
and (iii) above, an amount equal to the Monthly Principal
remaining, if any, shall be deposited into the Distribution
Account on such Transfer Date and on each subsequent Transfer
Date for payment to the Class C Noteholders on the related
Distribution Date until the Class C Note Principal Balance has
been paid in full; and
(v) in the case of each of the Accumulation Period
and the Rapid Amortization Period, the balance of such
Available Principal Collections remaining after application in
accordance with clauses (i) through (iv) above shall be
treated as Excess Principal Collections and applied in
accordance with Section 8.05 of the Indenture.
(d) On each Distribution Date, Indenture Trustee shall pay in
accordance with Section 5.02 to the Class A Noteholders from the
Distribution Account, the amount deposited into the Distribution
Account pursuant to Section 4.04(a)(i) on the preceding Transfer Date,
to the Class B Noteholders from the Distribution Account, the amount
deposited into the Distribution Account pursuant to Section 4.04(a)(ii)
and to the Class C Noteholders from the Distribution Account, the
amount deposited into the Distribution Account pursuant to Section
4.04(a)(iv).
(e) On the earlier to occur of (i) the first Transfer Date
with respect to the Rapid Amortization Period and (ii) the Transfer
Date immediately preceding the Class A/B Expected Principal Payment
Date, Indenture Trustee, acting in accordance with instructions from
Servicer, shall withdraw from the Principal Accumulation Account and
deposit into the Distribution Account amounts necessary to pay first,
to the Class A Noteholders, until paid in full, second, to the Class B
Noteholders, until paid in full, and, if the Rapid Amortization Period
has commenced, any remainder to the Class C Noteholders, the amounts
deposited into the Principal Accumulation Account pursuant to
subsections 4.04(c)(i). On the Class C Expected Principal Payment Date,
if the Rapid Amortization Period has not commenced, Indenture Trustee,
acting in accordance with instructions from Servicer, shall withdraw
from the Principal Accumulation Account and deposit into the
Distribution Account for payment to the Class C Noteholders the amounts
deposited into the Principal Accumulation Account pursuant to
21
subsection 4.04(c)(i) on the related Transfer Date. Indenture Trustee,
acting in accordance with the instructions of Servicer, shall in
accordance with Section 5.02 pay from the Distribution Account to the
Class A Noteholders, the Class B Noteholders and the Class C
Noteholders, as applicable, the amounts deposited for the account of
such Noteholders into the Distribution Account pursuant to this
subsection 4.04(e).
SECTION 4.05. INVESTOR CHARGE-OFFS. On each Determination Date,
Servicer shall calculate the Investor Default Amount and any Uncovered Dilution
Amount for the related Distribution Date. If, on any Distribution Date, the sum
of the Investor Default Amount and any Uncovered Dilution Amount for such
Distribution Date exceeds the sum of the amount of Available Finance Charge
Collections [and the amount withdrawn from the Cash Collateral Account]
allocated with respect thereto pursuant to subsection 4.04(a)(v) [and 4.11(c),
respectively,] with respect to such Distribution Date, the Collateral Amount
will be reduced (but not below zero) by the amount of such excess (such
reduction, an "Investor Charge-Off").
SECTION 4.06. REALLOCATED PRINCIPAL COLLECTIONS. On each Transfer Date,
Servicer shall apply, or shall instruct Indenture Trustee in writing to apply,
Reallocated Principal Collections with respect to that Transfer Date, to fund
any deficiency pursuant to and in the priority set forth in subsections
4.04(a)(i), (ii) and (iii), after giving effect to any withdrawal from [the Cash
Collateral Account or] the Spread Account to cover such payments. On each
Transfer Date, the Collateral Amount shall be reduced by the amount of
Reallocated Principal Collections for such Transfer Date.
SECTION 4.07. EXCESS FINANCE CHARGE COLLECTIONS. [Series [200_-_] shall
be an Excess Allocation Series with respect to Group One only.] For this
purpose, each outstanding series of certificates issued by First Bankcard Master
Credit Card Trust (other than series represented by the Collateral Certificate)
shall be deemed to be a Series in Group One. Subject to Section 8.06 of the
Indenture, Excess Finance Charge Collections with respect to the Excess
Allocation Series in Group One for any Transfer Date will be allocated to Series
[200_-_] in an amount equal to the product of (x) the aggregate amount of Excess
Finance Charge Collections with respect to all the Excess Allocation Series in
Group One for such Distribution Date and (y) a fraction, the numerator of which
is the Finance Charge Shortfall for Series [200_-_] for such Distribution Date
and the denominator of which is the aggregate amount of Finance Charge
Shortfalls for all the Excess Allocation Series in Group One for such
Distribution Date. The "Finance Charge Shortfall" for Series [200_-_] for any
Distribution Date will be equal to the excess, if any, of (a) the full amount
required to be paid, without duplication, pursuant to subsections 4.04(a)(i)
through (xi) on such Distribution Date over (b) the Available Finance Charge
Collections with respect to such Distribution Date (excluding any portion
thereof attributable to Excess Finance Charge Collections).
SECTION 4.08. EXCESS PRINCIPAL COLLECTIONS. Subject to Section 4.03(e)
of the Pooling and Servicing Agreement and Section 8.05 of the Indenture, Excess
Principal Collections allocable to Series [200_-_] on any Transfer Date will be
equal to the product of (x) the aggregate amount of Excess Principal Collections
with respect to all Principal Sharing Series for such Transfer Date and (y) a
fraction, the numerator of which is the Principal Shortfalls for Series [200_-_]
for such Transfer Date and the denominator of which is the aggregate amount of
Principal Shortfall for all the Series which are Principal Sharing Series for
such Transfer Date.
22
For this purpose, each outstanding series of certificates issued by First
Bankcard Master Credit Card Trust (other than any series represented by the
Collateral Certificate) shall be deemed to be a Principal Sharing Series. The
"Principal Shortfall" for Series [200_-_] will be equal to (a) for any Transfer
Date with respect to the Revolving Period, zero, (b) for any Transfer Date with
respect to the Accumulation Period, the excess, if any, of the Controlled
Deposit Amount with respect to such Transfer Date over the amount of Available
Principal Collections for such Transfer Date (excluding any portion thereof
attributable to Excess Principal Collections) and (c) for any Transfer Date with
respect to the Rapid Amortization Period, the excess, if any, of the Collateral
Amount with respect to such Transfer Date over the amount of Available Principal
Collections for such Transfer Date (excluding any portion thereof attributable
to Excess Principal Collections). Excess Principal Collections remaining on any
Transfer Date after payment of Principal Shortfalls for all Series in Group I,
and after any application of Excess Principal Collections as principal with
respect to any Variable Interest or variable funding certificates in such Group
will be distributed to the Holder of the Transferor Interest or deposited in the
Excess Funding Account in accordance with subsection 4.03(e) of the Pooling and
Servicing Agreement or Section 8.05 of the Indenture, as applicable.
SECTION 4.09. CERTAIN SERIES ACCOUNTS.
(a) Indenture Trustee shall establish and maintain with a
Qualified Institution, which may be Indenture Trustee in the name of
the Trust, on behalf of the Trust, for the benefit of the Noteholders,
three segregated trust accounts with such Qualified Institution (the
"Series [200_-_] Collection Account", the "Principal Accumulation
Account" and the "Distribution Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of
the Series [200_-_] Noteholders. The Indenture Trustee shall also
establish two subaccounts in the Series [200_-_] Collection Account
(the "Principal Account" and the "Finance Charge Account") for deposits
of Collections of Principal Receivables and Finance Charge Receivables.
Indenture Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Series [200_-_] Collection
Account, the Principal Accumulation Account and the Distribution
Account and in all proceeds thereof. The Series [200_-_] Collection
Account, the Principal Accumulation Account and the Distribution
Account shall be under the sole dominion and control of Indenture
Trustee for the benefit of the Series [200_-_] Noteholders. If at any
time the institution holding the Series [200_-_] Collection Account,
the Principal Accumulation Account and the Distribution Account ceases
to be a Qualified Institution, Transferor shall notify Indenture
Trustee in writing, and Indenture Trustee upon being notified (or
Servicer on its behalf) shall, within ten (10) Business Days, establish
a new Series [200_-_] Collection Account, a new Principal Accumulation
Account and a new Distribution Account meeting the conditions specified
above with a Qualified Institution, and shall transfer any cash or any
investments to such new Series [200_-_] Collection Account, new
Principal Accumulation Account and new Distribution Account. Indenture
Trustee, at the written direction of Servicer, shall (i) make
withdrawals from the Finance Charge Account, the Principal Account, the
Principal Accumulation Account and the Distribution Account from time
to time, in the amounts and for the purposes set forth in this
Indenture Supplement, and (ii) on each Transfer Date (from and after
the commencement of the Accumulation Period) prior to the termination
of the Principal Accumulation Account, make deposits into the Principal
Accumulation Account in the amounts specified in, and otherwise in
accordance with, subsection 4.04(c)(i). Indenture Trustee at all times
shall maintain accurate records
23
reflecting each transaction in the Finance Charge Account, the
Principal Account, the Principal Accumulation Account and the
Distribution Account.
(b) Funds on deposit in the Finance Charge Account, the
Principal Account, the Principal Accumulation Account and the
Distribution Account, from time to time shall be invested and
reinvested at the direction of Servicer by Indenture Trustee in
Permitted Investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer Date.
On each Transfer Date with respect to the Accumulation Period
and on the first Transfer Date with respect to the Rapid Amortization
Period, Indenture Trustee, acting at Servicer's direction given on or
before such Transfer Date, shall transfer from the Principal
Accumulation Account to the Finance Charge Account the Principal
Accumulation Investment Proceeds on deposit in the Principal
Accumulation Account for application as Available Finance Charge
Collections in accordance with Section 4.04.
Principal Accumulation Investment Proceeds (including
reinvested interest) shall not be considered part of the amounts on
deposit in the Principal Accumulation Account for purposes of this
Indenture Supplement.
On each Distribution Date, all interest and earnings (net of
losses and investment expenses) on funds on deposit in the Principal
Account, the Finance Charge Account and the Distribution Account shall
be deposited by Indenture Trustee in a separate deposit account with a
Qualified Institution in the name of Servicer, or a Person designated
in writing by Servicer, which shall not constitute a part of the Trust,
or shall otherwise be turned over by Indenture Trustee to Servicer.
(c) Indenture Trustee shall hold such of the Permitted
Investments of funds in any Series Account (including the Reserve
Account, Spread Account [Cash Collateral Account and Pre-Funding
Account]) as consists of instruments, deposit accounts, negotiable
documents, money, goods, letters of credit, and advices of credit in
the State of New York and/or Illinois. Indenture Trustee shall hold
such of the Permitted Investments as constitutes investment property
through a securities intermediary, which securities intermediary shall
agree with Indenture Trustee that (a) such investment property shall at
all times be credited to a securities account of Indenture Trustee, (b)
such securities intermediary shall treat Indenture Trustee as entitled
to exercise the rights that comprise each financial asset credited to
such securities account, (c) all property credited to such securities
account shall be treated as a financial asset, (d) such securities
intermediary shall comply with entitlement orders originated by
Indenture Trustee without the further consent of any other person or
entity, (e) such securities intermediary will not agree with any person
or entity other than Indenture Trustee to comply with entitlement
orders originated by such other person or entity, (f) such securities
accounts and the property credited thereto shall not be subject to any
lien, security interest or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than Indenture
Trustee), and (g) such agreement shall be governed by the laws of the
State of New York. Terms used in the preceding sentence that are
defined in the New York UCC and not otherwise defined herein shall have
the meaning set forth in the New York UCC. Except as permitted by this
subsection 4.09(c), Indenture Trustee shall not hold Permitted
Investments through an agent or nominee.
SECTION 4.10. RESERVE ACCOUNT.
(a) Indenture Trustee shall establish and maintain with a
Qualified Institution, which may be Indenture Trustee in the name of
the Trust, on behalf of the Trust, for the
24
benefit of the Series [200_-_] Noteholders, a segregated trust account
(the "Reserve Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series
[200_-_] Noteholders. Indenture Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Reserve
Account and in all proceeds thereof. The Reserve Account shall be under
the sole dominion and control of Indenture Trustee for the benefit of
the Series [200_-_] Noteholders. If at any time the institution holding
the Reserve Account ceases to be a Qualified Institution, Transferor
shall notify Indenture Trustee, and Indenture Trustee upon being
notified (or Servicer on its behalf) shall, within ten (10) Business
Days, establish a new Reserve Account meeting the conditions specified
above with a Qualified Institution, and shall transfer any cash or any
investments to such new Reserve Account. Indenture Trustee, at the
direction of Servicer, shall (i) make withdrawals from the Reserve
Account from time to time in an amount up to the Available Reserve
Account Amount at such time, for the purposes set forth in this
Indenture Supplement, and (ii) on each Transfer Date (from and after
the Reserve Account Funding Date) prior to termination of the Reserve
Account, make a deposit into the Reserve Account in the amount
specified in, and otherwise in accordance with, subsection 4.04(a)(ix).
(b) Funds on deposit in the Reserve Account shall be invested
at the written direction of Servicer by Indenture Trustee in Permitted
Investments. Funds on deposit in the Reserve Account on any Transfer
Date, after giving effect to any withdrawals from the Reserve Account
on such Transfer Date, shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or prior
to the following Transfer Date.
On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Reserve Account shall be retained in
the Reserve Account (to the extent that the Available Reserve Account
Amount is less than the Required Reserve Account Amount) and the
balance, if any, shall be deposited into the Finance Charge Account and
included in Available Finance Charge Collections for such Transfer
Date. For purposes of determining the availability of funds or the
balance in the Reserve Account for any reason under this Indenture
Supplement, except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be available
or on deposit.
(c) On or before each Transfer Date with respect to the
Accumulation Period and on or before the first Transfer Date with
respect to the Rapid Amortization Period, Servicer shall calculate the
Reserve Draw Amount; provided, however, that such amount will be
reduced to the extent that funds otherwise would be available for
deposit in the Reserve Account under Section 4.04(a)(ix) with respect
to such Transfer Date.
(d) If for any Transfer Date the Reserve Draw Amount is
greater than zero, the Reserve Draw Amount, up to the Available Reserve
Account Amount, shall be withdrawn from the Reserve Account on such
Transfer Date by Indenture Trustee (acting in accordance with the
written instructions of Servicer) and deposited into the Finance
25
Charge Account for application as Available Finance Charge Collections
for such Transfer Date.
(e) If the Reserve Account Surplus on any Transfer Date, after
giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Transfer Date, is greater than zero,
Indenture Trustee, acting in accordance with the written instructions
of Servicer, shall withdraw from the Reserve Account an amount equal to
such Reserve Account Surplus and (i) deposit such amounts in the Spread
Account, to the extent that funds on deposit in the Spread Account are
less than the Required Spread Account Amount, and (ii) distribute any
such amounts remaining after application pursuant to subsection
4.10(e)(i) to the Holders of the Transferor Interest.
(f) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article VIII of the Trust Agreement, (ii) the first
Transfer Date relating to the Rapid Amortization Period and (iii) the
Transfer Date immediately preceding the Class A/B Expected Principal
Payment Date, Indenture Trustee, acting in accordance with the
instructions of Servicer, after the prior payment of all amounts owing
to the Series [200_-_] Noteholders that are payable from the Reserve
Account as provided herein, shall withdraw from the Reserve Account all
amounts, if any, on deposit in the Reserve Account and (i) deposit such
amounts in the Spread Account, to the extent that funds on deposit in
the Spread Account are less than the Required Spread Account Amount,
and (ii) distribute any such amounts remaining after application
pursuant to subsection 4.10(f)(i) to the Holders of the Transferor
Interest. The Reserve Account shall thereafter be deemed to have
terminated for purposes of this Indenture Supplement. Funds on deposit
in the Reserve Account at any time that the Accumulation Period is
suspended pursuant to Section 4.15 shall remain on deposit until
applied in accordance with subsection 4.10(d), (e) or (f).
[SECTION 4.11. CASH COLLATERAL ACCOUNT.
(a) Indenture Trustee shall establish and maintain with a
Qualified Institution, which may be Indenture Trustee in the name of
the Trust, on behalf of the Trust, for the benefit of the Series
[200_-_] Noteholders, a segregated trust account (the "Cash Collateral
Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series [200_-_]
Noteholders. Indenture Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Cash
Collateral Account and in all proceeds thereof. The Cash Collateral
Account shall be under the sole dominion and control of Indenture
Trustee for the benefit of the Series [200_-_] Noteholders. If at any
time the institution holding the Cash Collateral Account ceases to be a
Qualified Institution, Transferor shall notify Indenture Trustee, and
Indenture Trustee upon being notified (or Servicer on its behalf)
shall, within ten (10) Business Days, establish a new Cash Collateral
Account meeting the conditions specified above with a Qualified
Institution, and shall transfer any cash or any investments to such new
Cash Collateral Account.
(b) On the Closing Date, Transferor shall deposit $[ ] in
immediately available funds into the Cash Collateral Account. Funds on
deposit in the Cash Collateral
26
Account shall be invested at the written direction of Servicer by
Indenture Trustee in Permitted Investments. Funds on deposit in the
Cash Collateral Account on any Transfer Date, after giving effect to
any withdrawals from the Cash Collateral Account on such Transfer Date,
shall be invested in such investments that will mature so that such
funds will be available for withdrawal on or prior to the following
Transfer Date.
On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Cash Collateral Account shall be
retained in the Cash Collateral Account (to the extent that the
Available Cash Collateral Amount is less than the Required Cash
Collateral Amount) and the balance, if any, shall be deposited into the
Finance Charge Account and included in Available Finance Charge
Collections for such Transfer Date. For purposes of determining the
availability of funds or the balance in the Cash Collateral Account for
any reason under this Indenture Supplement, except as otherwise
provided in the preceding sentence, interest and earnings on such funds
shall be deemed not to be available or on deposit.
(c) On each Determination Date, Servicer shall calculate the
amount (the "Required Draw Amount") by which the sum of the amounts
required to be distributed or deposited pursuant to subsections
4.04(a)(i) through (v) with respect to the related Transfer Date
exceeds the amount of Available Finance Charge Collections with respect
to the related Monthly Period. If the Required Draw Amount for any
Transfer Date is greater than zero, Servicer shall give written notice
to Indenture Trustee of such positive Required Draw Amount on the
related Determination Date. On the related Transfer Date, the Required
Draw Amount, if any, up to the Available Cash Collateral Amount, shall
be withdrawn from the Cash Collateral Account and distributed to fund
any deficiency pursuant to subsections 4.04(a)(i) through (v) (in the
order of priority set forth in Section 4.04(a)).
(d) If, after giving effect to all deposits to and withdrawals
from the Cash Collateral Account with respect to any Transfer Date, the
amount on deposit in the Cash Collateral Account exceeds the Required
Cash Collateral Amount, Indenture Trustee acting in accordance with the
instructions of Servicer, shall withdraw an amount equal to such excess
from the Cash Collateral Account and (i) deposit such amounts in the
Spread Account, to the extent that funds on deposit in the Spread
Account are less than the Required Spread Account Amount and (ii)
distribute such amounts remaining after application pursuant to
subsection 4.11(d) to Transferor.]
SECTION 4.12. SPREAD ACCOUNT.
(a) On or prior to the Closing Date, Indenture Trustee shall
establish and maintain with a Qualified Institution, which may be
Indenture Trustee in the name of the Trust, on behalf of the Trust, for
the benefit of the Class C Noteholders and Transferor, a segregated
account (the "Spread Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of
the Class C Noteholders and Transferor. Except as otherwise provided in
this Section 4.12, Indenture Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Spread
27
Account and in all proceeds thereof. The Spread Account shall be under
the sole dominion and control of Indenture Trustee for the benefit of
the Class C Noteholders and the Holder of the Transferor Interest. If
at any time the institution holding the Spread Account ceases to be a
Qualified Institution, Servicer shall notify Indenture Trustee, and
Indenture Trustee upon being notified (or Servicer on its behalf)
shall, within ten (10) Business Days (or such longer period as to which
the Rating Agencies may consent) establish a new Spread Account meeting
the conditions specified above with a Qualified Institution and shall
transfer any cash or any investments to such new Spread Account.
Indenture Trustee, at the written direction of Servicer, shall (i) make
withdrawals from the Spread Account from time to time in an amount up
to the Available Spread Account Amount at such time, for the purposes
set forth in this Indenture Supplement, and (ii) on each Transfer Date
prior to termination of the Spread Account, make a deposit into the
Spread Account in the amount specified in, and otherwise in accordance
with, subsection 4.12(f).
(b) Funds on deposit in the Spread Account shall be invested
at the written direction of Servicer by Indenture Trustee in Permitted
Investments. Funds on deposit in the Spread Account on any Transfer
Date, after giving effect to any withdrawals from and deposits to the
Spread Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date.
On each Transfer Date (but subject to subsections 4.12(c),
4.12(d) and 4.12(f)), the Investment Earnings, if any, accrued since
the preceding Transfer Date on funds on deposit in the Spread Account
shall be paid to the Holders of the Transferor Interest by Indenture
Trustee upon written direction of Servicer. For purposes of determining
the availability of funds or the balance in the Spread Account for any
reason under this Indenture Supplement (subject to subsections 4.12(c),
4.12(d) and 4.12(f)), all Investment Earnings shall be deemed not to be
available or on deposit; provided that after the maturity of the Series
[200_-_] Notes has been accelerated as a result of an Event of Default,
all Investment Earnings shall be added to the balance on deposit in the
Spread Account and treated like the rest of the Available Spread
Account Amount.
(c) If, on any Transfer Date, the aggregate amount of
Available Finance Charge Collections [and the amount, if any, withdrawn
from the Cash Collateral Account available for deposit into the
Distribution Account] pursuant to subsection[s] 4.04(a)(iv) [and
4.11(c), respectively,] is less than the aggregate amount required to
be deposited pursuant to subsection 4.04(a)(iv), Indenture Trustee, at
the written direction of Servicer, shall withdraw from the Spread
Account the amount of such deficiency up to the Available Spread
Account Amount and, if the Available Spread Account Amount is less than
such deficiency, Investment Earnings credited to the Spread Account,
and deposit such amount in the Distribution Account for payment to the
Class C Noteholders in respect of interest on the Class C Notes.
(d) On the earlier of Series [200_-_] Final Maturity Date and
the date on which the Class A Note Principal Balance and the Class B
Note Principal Balance have been paid in full, after applying any funds
on deposit in the Spread Account as described
28
in subsection 4.12(c), Indenture Trustee at the written direction of
Servicer shall withdraw from the Spread Account an amount equal to the
lesser of (i) the Class C Note Principal Balance (after any payments to
be made pursuant to subsection 4.04(c) on such date) and (ii) the
Available Spread Account Amount and, if the Available Spread Account
Amount is not sufficient to reduce the Class C Note Principal Balance
to zero, Investment Earnings credited to the Spread Account up to the
amount required to reduce the Class C Note Principal Balance to zero,
and Indenture Trustee upon the written direction of Servicer or
Servicer shall deposit such amounts into the Collection Account for
distribution to the Class C Noteholders in accordance with subsection
5.02(e).
(e) On any day following the occurrence of an Event of Default
with respect to Series [200_-_] and acceleration of the maturity of the
Series [200_-_] Notes pursuant to Section 5.03 of the Indenture,
Servicer shall withdraw from the Spread Account an amount equal to the
Available Spread Account Amount and Indenture Trustee or Servicer shall
deposit such amounts into the Distribution Account for distribution to
the Class C Noteholders until the Class C Note Principal Balance is
paid in full[, to the Class A Noteholders until the Class A Note
Principal Balance is paid in full,] [and to the Class B Noteholders
until the Class B Note Principal Balance is paid in full,] [in that
order of priority,] in accordance with Section 5.02, to fund any
shortfalls in amounts owed to such Noteholders.
(f) If on any Transfer Date, after giving effect to all
withdrawals from the Spread Account, the Available Spread Account
Amount is less than the Required Spread Account Amount then in effect,
Available Finance Charge Collections shall be deposited into the Spread
Account pursuant to subsection 4.04(a)(vii) up to the amount of the
Spread Account Deficiency and, if such Available Finance Charge
Collections are less than such Spread Account Deficiency, investment
earnings on funds on deposit in the Spread Account shall be held and
not distributed pursuant to subsection 4.12(b) until such Spread
Account Deficiency is reduced to zero through subsequent deposits
pursuant to subsection 4.04(a)(vii).
(g) If, after giving effect to all deposits to and withdrawals
from the Spread Account with respect to any Transfer Date, the amount
on deposit in the Spread Account exceeds the Required Spread Account
Amount, Indenture Trustee acting in accordance with the instructions of
Servicer, shall withdraw an amount equal to such excess from the Spread
Account and distribute such amount to Transferor. On the date on which
the Class C Note Principal Balance has been paid in full, after making
any payments to the Noteholders required pursuant to subsections
4.12(c), (d) and (e), Indenture Trustee, at the written direction of
Servicer, shall withdraw from the Spread Account all amounts then
remaining in the Spread Account and pay such amounts to the holders of
the Transferor Interest.
SECTION 4.13. INVESTMENT INSTRUCTIONS. Any investment instructions
required to be given to Indenture Trustee pursuant to the terms hereof must be
given to Indenture Trustee no later than 11:00 a.m., New York City time, on the
date such investment is to be made. In the event Indenture Trustee receives such
investment instruction later than such time, Indenture Trustee may, but shall
have no obligation to, make such investment. In the event Indenture
29
Trustee is unable to make an investment required in an investment instruction
received by Indenture Trustee after 11:00 a.m., New York City time, on such day,
such investment shall be made by Indenture Trustee on the next succeeding
Business Day. In no event shall Indenture Trustee be liable for any investment
not made pursuant to investment instructions received after 11:00 a.m., New York
City time, on the day such investment is requested to be made.
SECTION 4.14. ACCUMULATION PERIOD. The Accumulation Period is scheduled
to commence at the beginning of business on [_______], 200[_]; provided that if
the Accumulation Period Length (determined as described below) on any
Determination Date on or after the [______________] Determination Date is less
than [__] months, the date on which the Accumulation Period actually commences
will be changed to the first Business Day of the month that is the number of
whole months prior to the month in which the [Class A/B] Expected Principal
Payment Date occurs equal to the Accumulation Period Length (so that, as a
result of such election, the number of Monthly Periods in the Accumulation
Period will equal the Accumulation Period Length); provided that (i) the length
of the Accumulation Period will not be less than [___________] month[s], (ii)
such determination of the Accumulation Period Length shall be made on each
Determination Date on and after the [________, 20__] Determination Date but
prior to the commencement of the Accumulation Period, and any postponement of
the Accumulation Period shall be subject to the subsequent lengthening of the
Accumulation Period to the Accumulation Period Length determined on any
subsequent Determination Date, but the Accumulation Period shall in no event
commence prior to the Controlled Accumulation Date, and (iii) notwithstanding
any other provision of this Indenture Supplement to the contrary, no
postponement of the commencement of the Accumulation Period shall be made after
a Pay Out Event shall have occurred and be continuing with respect to any other
Series. The "Accumulation Period Length" will mean a number of whole months such
that the amount available for distribution of principal on the Class A Notes
[and] the Class B Notes [and the Class C Notes] on the [Class A/B] Expected
Principal Payment Date is expected to equal or exceed the sum of the Class A
Note Principal Balance [and the] Class B Note Principal Balance [and the Class C
Note Principal Balance], assuming for this purpose that (1) the payment rate
with respect to Principal Collections remains constant at the lowest level of
such payment rate during the [___] preceding Monthly Periods (or such lower
payment rate as Servicer may select), (2) the total amount of Principal
Receivables in the Trust (and the principal amount on deposit in the Excess
Funding Account, if any) remains constant at the level on such date of
determination, (3) no Pay Out Event with respect to any Series will subsequently
occur and (4) no additional Series (other than any Series being issued on such
date of determination) will be subsequently issued. Servicer shall calculate the
Accumulation Period Length on each Determination Date on and after the [_______]
Determination Date as necessary to determine whether the Accumulation Period is
postponed and to set the Reserve Account Funding Date. If the calculation
results in a postponement, Servicer shall provide notice to Indenture Trustee,
Transferor, Issuer and each Rating Agency. Any notice by Servicer confirming the
postponement of the Accumulation Period pursuant to this Section 4.14 shall
specify (i) the Accumulation Period Length, (ii) the commencement date of the
Accumulation Period and (iii) the Controlled Accumulation Amount with respect to
each Monthly Period during the Accumulation Period. The method for determining
the Accumulation Period Length may be changed if the Rating Agency Condition is
met.
30
SECTION 4.15 SUSPENSION OF ACCUMULATION PERIOD.
(a) Servicer may elect to suspend the commencement of the
Accumulation Period with prior notice to the Rating Agencies, at any
time prior to the Distribution Date preceding the [Class A/B] Expected
Principal Payment Date. The commencement of the Accumulation Period
shall be suspended upon delivery by Servicer to Indenture Trustee of
(i) an Officer's Certificate stating that Servicer has elected to
suspend the commencement of the Accumulation Period and that all
conditions precedent to such suspension set forth in this Section 4.15
have been satisfied, (ii) a copy of an executed Qualified Maturity
Agreement and (iii) an Opinion of Counsel addressed to Indenture
Trustee as to the due authorization, execution and delivery and the
validity and enforceability of such Qualified Maturity Agreement.
Issuer does hereby transfer, assign, set-over, and otherwise convey to
Indenture Trustee for the benefit of the Series [200_-_] Noteholders,
without recourse, all of its rights under any Qualified Maturity
Agreement obtained in accordance with this Section 4.15 and all
proceeds thereof. Such property shall constitute part of the Trust
Estate and Collateral for all purposes of the Indenture. The foregoing
transfer, assignment, set-over and conveyance does not constitute and
is not intended to result in a creation or an assumption by Indenture
Trustee or any Noteholder of any obligation of Issuer or any other
Person in connection with a Qualified Maturity Agreement or under any
agreement or instrument relating thereto.
Indenture Trustee hereby acknowledges its acceptance, to the
extent validly transferred, assigned, set-over or otherwise conveyed to
Indenture Trustee, for the benefit of the Series [200_-_] Noteholders,
of all of the rights previously held by Issuer under any Qualified
Maturity Agreement obtained by Issuer and all proceeds thereof, and
declares that it shall hold such rights upon the trust set forth herein
and in the Agreement, and subject to the terms hereof and thereof, for
the benefit of the Series [200_-_] Noteholders.
(b) Each Qualified Maturity Agreement shall obligate the
provider to deposit into the Principal Accumulation Account on or
before the [Expected Principal Payment Date an amount equal to the
initial Note Principal Balance (reduced by any amount on deposit in the
Principal Accumulation Account)] [Class A/B Expected Principal Payment
Date an amount equal to the initial Note Principal Balance (excluding
the Class C Note Initial Principal Balance and reduced by any amount on
deposit in the Principal Accumulation Account) and a further deposit
into the Principal Accumulation Account on or before the Class C
Expected Principal Payment Date in an amount equal to the Class C Note
Principal Balance]; provided, however, that Issuer may instead elect to
fund all or a portion of such deposits with the proceeds of the
issuance of a new Series or with the Available Principal Collections
with respect to such Transfer Date. The amounts so deposited shall be
applied on the [Class A/B] Expected Principal Payment Date [and the
Class C Expected Principal Payment Date, respectively,] pursuant to
subsection 4.04(c) as if the commencement of the Accumulation Period
had not been suspended.
(c) Each Qualified Maturity Agreement shall terminate at the
close of business on the [Class A/B] Expected Principal Payment Date;
provided, however, that Servicer may terminate a Qualified Maturity
Agreement prior to such Distribution Date,
31
with notice to each Rating Agency, if (i) the Available Reserve Account
Amount equals the Required Reserve Account Amount and (ii) one of the
following events occurs: (A) Issuer obtains a substitute Qualified
Maturity Agreement, (B) the provider of the Qualified Maturity
Agreement ceases to qualify as a Qualified Institution and Issuer is
unable to obtain a substitute Qualified Maturity Agreement or (C) a Pay
Out Event occurs. In addition, if the available Reserve Account Amount
equals the Required Reserve Account Amount, Servicer may terminate a
Qualified Maturity Agreement prior to the later of (1) the date on
which the Accumulation Period was scheduled to begin, before giving
effect to the suspension of the Accumulation Period, and (2) the date
to which the commencement of the Accumulation Period is postponed
pursuant to Section 4.14 (as determined on the Determination Date
preceding the date of such termination), in which case the commencement
of the Accumulation Period shall be determined as if the commencement
had not been postponed. In the event that the provider of a Qualified
Maturity Agreement ceases to qualify as a Qualified Institution,
Servicer shall use its best efforts to obtain a substitute Qualified
Maturity Agreement, unless a substitute Qualified Maturity Agreement is
not required for any of the reasons listed in this subsection (c).
(d) If a Qualified Maturity Agreement is terminated prior to
the earlier of the [Class A/B] [Class C] Expected Principal Payment
Date and the commencement of the Rapid Amortization Period and Issuer
does not obtain a substitute Qualified Maturity Agreement, the
Accumulation Period shall commence on the latest of (i) the beginning
of business on [_____________], 20[__], (ii) the date to which the
commencement of the Accumulation Period is postponed pursuant to
Section 4.l4 (as determined on the date of such termination) and (iii)
the first day of the Monthly Period following the date of such
termination. The Issuer shall notify the Rating Agencies if it intends
to terminate a Qualified Maturity Agreement prior to the [Class A/B]
[Class C] Expected Principal Payment Date.
(e) The Issuer does hereby transfer, assign, set-over, and
otherwise convey to the Indenture Trustee for the benefit of the Series
200_-_] Noteholders, without recourse, all of its rights under any
Qualified Maturity Agreement obtained in accordance with this Section
4.15 and all proceeds thereof. Such property shall constitute part of
the Trust Estate for all purposes of the Indenture. The foregoing
transfer, assignment, set-over and conveyance does not constitute and
is not intended to result in a creation or an assumption by Indenture
Trustee or any Noteholder of any obligation of the Issuer or any other
Person in connection with a Qualified Maturity Agreement or under any
agreement or instrument relating thereto.
Indenture Trustee hereby acknowledges its acceptance, to the
extent validly transferred, assigned, set-over or otherwise conveyed to
Indenture Trustee, for the benefit of the Series [200_-_] Noteholders,
of all of the rights previously held by Issuer under any Qualified
Maturity Agreement obtained by Issuer and all proceeds thereof, and
declares that it shall hold such rights upon the trust set forth herein
and in the Agreement, and subject to the terms hereof and thereof, for
the benefit of the Series [200_-_] Noteholders.
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[SECTION 4.16. DETERMINATION OF LIBOR.
(a) On each LIBOR Determination Date in respect of an Interest
Period, Indenture Trustee shall determine LIBOR on the basis of the
rate for deposits in United States dollars for a period of the
Designated Maturity which appears on Telerate Page 3750 as of 11:00
a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for that LIBOR Determination Date shall be
determined on the basis of the rates at which deposits in United States
dollars are offered by the Reference Banks at approximately 11:00 a.m.,
London time, on that day to prime banks in the London interbank market
for a period of the Designated Maturity. Indenture Trustee shall
request the principal London office of each of the Reference Banks to
provide a quotation of its rate. If at least two (2) such quotations
are provided, the rate for that Interest Period shall be the arithmetic
mean of the quotations. If fewer than two (2) quotations are provided
as requested, the rate for that Interest Period will be the arithmetic
mean of the rates quoted by major banks in New York City, selected by
Servicer, at approximately 11:00 a.m., New York City time, on that day
for loans in United States dollars to leading European banks for a
period of the Designated Maturity.
(b) The Class A Note Interest Rate, Class B Note Interest Rate
and Class C Note Interest Rate applicable to the then current and the
immediately preceding Interest Periods may be obtained by telephoning
Indenture Trustee at its corporate trust office at [(312) 827-8500] or
such other telephone number as shall be designated by Indenture Trustee
for such purpose by prior written notice by Indenture Trustee to each
Series [200_-_] Noteholder from time to time.
(c) On each LIBOR Determination Date, Indenture Trustee shall
send to Servicer by facsimile transmission, notification of LIBOR for
the following Interest Period.]
SECTION 4.17 INTERCHANGE. On or prior to each Determination Date,
Transferor shall cause FNBO to notify Servicer of the amount of Interchange to
be included as Collections of Finance Charge Receivables allocable to the Series
[200_-_] Notes with respect to the Related Monthly Period, which amount shall be
equal to the product of:
(a) the total amount of Interchange paid or payable to FNBO
with respect to such Related Monthly Period;
(b) a fraction the numerator of which is the volume during the
Related Monthly Period of sales net of cash advances on the Accounts
and the denominator of which is the amount of sales net of cash
advances during the Related Monthly Period on all VISA and MasterCard
accounts owned by FNBO; and
(c) the Allocation Percentage for Finance Charge Collections
with respect to such Related Monthly Period.
On each Transfer Date, Transferor shall pay to Servicer, and Servicer shall
deposit into the Collection Account, in immediately available funds, an amount
equal to the Interchange to be so included as Collections of Finance Charge
Receivables allocable to the Series [200_-_] Notes
33
with respect to the Related Monthly Period. Transferor hereby assigns, sets
over, conveys, pledges and grants a security interest and lien to Indenture
Trustee for the benefit of the Series [200_-_] Noteholders its security interest
in Interchange and the proceeds of Interchange, as set forth in this Section
4.17. In connection with the foregoing grant of a security interest, this
Indenture Supplement shall constitute a security agreement under applicable law.
To the extent that an Indenture Supplement for a related Series, other than
Series [200_-_], assigns, sets over, conveys, pledges or grants a security
interest in Interchange allocable to the Trust, all Notes of any such Series
(except that any Series may be subordinated to the Series [200_-_] Notes to the
extent specified in any such Indenture Supplement) and the Series [200_-_] Notes
shall rank pari passu and be equally and ratably entitled in accordance with
their respective allocation percentages for Finance Charge Collections as
provided herein to the benefits of such Interchange without preference or
priority on account of the actual time or times of authentication and delivery,
all in accordance with the terms and provisions of this Indenture Supplement and
other related Indenture Supplements.
[SECTION 4.18. PRE-FUNDING ACCOUNT.
(a) Indenture Trustee shall establish and maintain with a
Qualified Institution, in the name of Issuer, on behalf of Issuer, for
the benefit of the Series [200_-_] Noteholders, a segregated trust
account (the "Pre-Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of
the Series [200_-_] Noteholders. Indenture Trustee shall possess all
right, title and interest in all funds on deposit from time to time in
the Pre-Funding Account and in all proceeds thereof. The Pre-Funding
Account shall be under the sole dominion and control of Indenture
Trustee for the benefit of the Series [200_-_] Noteholders. If at any
time the institution holding the Pre-Funding Account ceases to be a
Qualified Institution, Transferor shall notify Indenture Trustee, and
Indenture Trustee upon being notified (or Servicer on its behalf)
shall, within ten (10) Business Days, establish a new Pre-Funding
Account meeting the conditions specified above with a Qualified
Institution, and shall transfer any cash or any investments to such new
Pre-Funding Account.
(b) Transferor shall on the Closing Date deposit into the
Pre-Funding Account the Initial Pre-Funded Amount from the proceeds of
the sale of the Series [200_-_] Notes. On the Business Day preceding
each Transfer Date, Indenture Trustee, acting in accordance with
written instructions from Servicer, shall withdraw from the Pre-Funding
Account and deposit into the Collection Account all interest and other
investment income on the Pre-Funded Amount with respect to the prior
Monthly Period. Such investment income shall be deemed to be Finance
Charge Collections allocated to Series [200_-_]. Interest (including
reinvested interest) and other investment income on funds on deposit in
the Pre-Funding Account shall not be considered part of the Pre-Funded
Amount for purposes of this Indenture Supplement.
(c) Funds on deposit in the Pre-Funding Account shall be
invested at the written direction of Servicer by Indenture Trustee in
Permitted Investments. Funds on deposit in the Pre-Funding Account on
the Closing Date and thereafter shall be invested
34
in Permitted Investments that will mature so that such funds will be
available for withdrawal on or prior to the Business Day preceding the
next increase in the Collateral Amount pursuant to subsection 4.18(e)
or, if earlier, on the next succeeding Transfer Date.
(d) If the Pre-Funded Amount exceeds zero at the end of the
Funding Period, on the first Distribution Date on or after the last day
of the Funding Period, Servicer shall apply or shall cause Indenture
Trustee to apply the Pre-Funded Amount to the payment by Indenture
Trustee of principal on the Notes on a pro rata basis based on the
Class A Note Principal Balance, the Class B Note Principal Balance and
the Class C Note Principal Balance.
(e) On each Distribution Date during the Funding Period, the
Collateral Amount shall increase to the extent that the Transferor
Interest will not be less than the Minimum Transferor Interest on such
date (in each case after giving effect to all changes to occur on that
date, including the change resulting from the operation of this Section
4.18); provided, however, that the Collateral Amount shall in no event
exceed the Note Principal Balance. Upon any increase in the Collateral
Amount pursuant to this Section 4.18, Servicer shall instruct Indenture
Trustee in writing to withdraw from the Pre-Funding Account and pay to
Transferor no later than the next succeeding Business Day an amount
equal to the amount of such increase in the Collateral Amount.]
ARTICLE V
DELIVERY OF SERIES [200_-_] NOTES; DISTRIBUTIONS;
REPORTS TO SERIES [200_-_] NOTEHOLDERS
SECTION 5.01. DELIVERY AND PAYMENT FOR THE SERIES [200_-_] NOTES.
Issuer shall execute and issue, and Indenture Trustee shall authenticate, the
Series [200_-_] Notes in accordance with Section 2.03 of the Indenture.
Indenture Trustee shall deliver the Series [200_-_] Notes to or upon the written
order of Issuer when so authenticated.
SECTION 5.02. DISTRIBUTIONS.
(a) On each Distribution Date, Indenture Trustee shall
distribute to each Class A Noteholder of record on the related Record
Date (other than as provided in Section 11.02 of the Indenture) such
Class A Noteholder's pro rata share of the amounts on deposit in the
Distribution Account [(including amounts withdrawn from the Spread
Account (at the times and in the amounts specified in Section 4.12))]
that are allocated and available on such Distribution Date and that are
payable to the Class A Noteholders pursuant to this Indenture
Supplement.
(b) On each Distribution Date, Indenture Trustee shall
distribute to each Class B Noteholder of record on the related Record
Date (other than as provided in Section 11.02 of the Indenture) such
Class B Noteholder's pro rata share of the amounts on deposit in the
Distribution Account [(including amounts withdrawn from the Spread
35
Account (at the times and in the amounts specified in Section 4.12))]
that are allocated and available on such Distribution Date and that are
payable to the Class B Noteholders pursuant to this Indenture
Supplement.
(c) On each Distribution Date, Indenture Trustee shall
distribute to each Class C Noteholder of record on the related Record
Date (other than as provided in Section 11.02 of the Indenture) such
Class C Noteholder's pro rata share of the amounts on deposit in the
Distribution Account (including amounts withdrawn from the Spread
Account (at the times and in the amounts specified in Section 4.12))
that are allocated and available on such Distribution Date and that are
payable to the Class C Noteholders pursuant to this Indenture
Supplement.
(d) The distributions to be made pursuant to this Section 5.02
are subject to the provisions of Sections 6.01 and 7.01 of the Transfer
and Servicing Agreement, Section 11.02 of the Indenture and Section
7.01 of this Indenture Supplement.
(e) Except as provided in Section 11.02 of the Indenture with
respect to a final distribution, distributions to [200_-_] Noteholders
hereunder shall be made by (i) check mailed to each Series [200_-_]
Noteholder (at such Noteholder's address as it appears in the Note
Register), except that for any Series [200_-_] Notes registered in the
name of the nominee of a Clearing Agency [and for the Class C Notes],
such distribution shall be made by wire transfer of immediately
available funds and (ii) without presentation or surrender of any
Series [200_-_] Note or the making of any notation thereon.
SECTION 5.03. REPORTS AND STATEMENTS TO SERIES [200_-_] NOTEHOLDERS.
(a) On each Distribution Date, Indenture Trustee shall forward
to each Series [200_-_] Noteholder a statement substantially in the
form of Exhibit C prepared by Servicer.
(b) Not later than the second Business Day preceding each
Distribution Date, Servicer shall deliver to Owner Trustee, Indenture
Trustee and each Rating Agency (i) a statement substantially in the
form of Exhibit B prepared by Servicer and (ii) a certificate of an
Authorized Officer substantially in the form of Exhibit D; provided
that Servicer may amend the form of Exhibit B from time to time, with
the prior written consent of Indenture Trustee.
(c) A copy of each statement or certificate provided pursuant
to paragraph (a) or (b) may be obtained by any Series [200_-_]
Noteholder by a request in writing to Servicer.
(d) On or before January 31 of each calendar year, beginning
with January 31, 2002, Indenture Trustee shall furnish or cause to be
furnished to each Person who at any time during the preceding calendar
year was a Series [200_-_] Noteholder, a statement prepared by Servicer
containing the information which is required to be contained in the
statement to Series [200_-_] Noteholders, as set forth in paragraph (a)
above, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series [200_-_] Noteholder,
together with other information as is required to be provided
36
by an issuer of indebtedness under the Code. Such obligation of
Indenture Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by Servicer
pursuant to any requirements of the Code as from time to time in
effect.
ARTICLE VI
SERIES [200_-_] PAY OUT EVENTS
If any one of the following events shall occur with respect to the
Series [200_-_] Notes:
(a) failure on the part of Transferor or the "Transferor"
under the Pooling and Servicing Agreement (i) to make any payment or
deposit required to be made by it by the terms of the Pooling and
Servicing Agreement, the Collateral Series Supplement, the Transfer and
Servicing Agreement, the Indenture or this Indenture Supplement on or
before the date occurring five (5) Business Days after the date such
payment or deposit is required to be made therein or herein or (ii)
duly to observe or perform in any material respect any other of its
covenants or agreements set forth in the Transfer and Servicing
Agreement, the Pooling and Servicing Agreement, Collateral Series
Supplement, the Indenture or this Indenture Supplement, which failure
has a material adverse effect on the Series [200_-_] Noteholders which
continues unremedied for a period of sixty (60) days after the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to Transferor by Indenture Trustee, or
to Transferor and Indenture Trustee by Holders of Series [200_-_] Notes
evidencing more than 25% of the Note Principal Balance and which
continues to materially and adversely affect the interest of the Series
[200_-_] Noteholders;
(b) any representation or warranty made by Transferor or the
"Transferor" under the Pooling and Servicing Agreement or the Transfer
and Servicing Agreement, or any supplement to either of them, shall
prove to have been incorrect in any material respect when made or when
delivered, which continues to be incorrect in any material respect for
a period of sixty (60) days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given
to Transferor by Indenture Trustee, or to Transferor and Indenture
Trustee by Holders of Series [200_-_] Notes evidencing more than 25% of
the Note Principal Balance and which continues to materially and
adversely affect the interest of the Series [200_-_] Noteholders for
such period; provided, however, that a Series [200_-_] Pay Out Event
pursuant to this subsection (b) of Article VI shall not be deemed to
have occurred hereunder if Transferor has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable, during
such period in accordance with the provisions of the Transfer and
Servicing Agreement or the Pooling and Servicing Agreement;
37
(c) a failure by Transferor or the "Transferor" under the
Pooling and Servicing Agreement to convey Receivables in Additional
Accounts to the Receivables Trust within five (5) Business Days after
the day on which it is required to convey such Receivables pursuant to
subsection 2.06(a) of the Transfer and Servicing Agreement or
subsection 2.06(a) of the Pooling and Servicing Agreement,
respectively, provided that such failure shall not give rise to a Pay
Out Event if, prior to the date on which such conveyance was required
to be completed, Transferor causes a reduction in the invested amount
of any Variable Interest or any variable funding certificate issued
under the Pooling and Servicing Agreement to occur, so that, after
giving effect to that reduction, the Transferor Interest is not less
than the Minimum Transferor Interest;
(d) any Servicer Default or any "Servicer Default" under the
Pooling and Servicing Agreement shall occur that would have a material
adverse effect on the Series [200_-_] Noteholders;
(e) the Portfolio Yield averaged over three consecutive
Monthly Periods is less than the Base Rate averaged over such period;
(f) the Class A Note Principal Balance or the Class B Note
Principal Balance shall not be paid in full on the Class A/B Expected
Principal Payment Date or the Class C Note Principal Balance shall not
be paid in full on the Class C Expected Principal Payment Date,
respectively;
(g) without limiting the foregoing, the occurrence of an Event
of Default with respect to Series [200_-_] and acceleration of the
maturity of the Series [200_-_] Notes pursuant to Section 5.03 of the
Indenture; or
(h) prior to the Certificate Trust Termination Date, the
occurrence of a Trust Pay Out Event as defined in the Pooling and
Servicing Agreement and specified in Section 9.01 of that Agreement;
then, in the case of any event described in subsection (a), (b) or (d), after
the applicable grace period, if any, set forth in such subparagraphs, either
Indenture Trustee or the holders of Series [200_-_] Notes evidencing more than
50% of the aggregate unpaid principal amount of Series [200_-_] Notes by notice
then given in writing to Transferor and Servicer (and to Indenture Trustee if
given by the Series [200_-_] Noteholders) may declare that a "Series Pay Out
Event" with respect to Series [200_-_] (a "Series [200_-_] Pay Out Event") has
occurred as of the date of such notice, and, in the case of any event described
in subsection (c), (e), (f), (g) or (h) a Series [200_-_] Pay Out Event shall
occur without any notice or other action on the part of Indenture Trustee or the
Series [200_-_] Noteholders immediately upon the occurrence of such event.
38
ARTICLE VII
REDEMPTION;
FINAL DISTRIBUTIONS; SERIES TERMINATION
SECTION 7.01. OPTIONAL REDEMPTION OF SERIES [200_-_] NOTES; FINAL
DISTRIBUTIONS.
(a) On any day occurring on or after the date on which the
outstanding principal balance of the Series [200_-_] Notes is reduced
to 10% or less of the initial Note Principal Balance of the Series
[200_-_] Notes, Servicer shall have the option to direct Transferor to
redeem the Series [200_-_] Notes, at a purchase price equal to (i) if
such day is a Distribution Date, the Reassignment Amount for such
Distribution Date or (ii) if such day is not a Distribution Date, the
Reassignment Amount for the Distribution Date following such day.
(b) Servicer shall give Indenture Trustee at least thirty (30)
days' prior written notice of the date on which Servicer intends to
direct Transferor to make such optional redemption. Not later than
12:00 noon, New York City time, on such day Transferor shall deposit
into the Collection Account in immediately available funds the excess
of the Reassignment Amount over the amount, if any, on deposit in the
Principal Accumulation Account. Such redemption option is subject to
payment in full of the Reassignment Amount. Following such deposit into
the Collection Account in accordance with the foregoing, the Collateral
Amount for Series [200_-_] shall be reduced to zero and the Series
[200_-_] Noteholders shall have no further security interest in the
Receivables. The Reassignment Amount shall be distributed as set forth
in subsection 7.01(d).
(c) The amount to be paid by Transferor with respect to Series
[200_-_] in connection with a reassignment of Receivables to Transferor
pursuant to Section 2.04(e) of the Transfer and Servicing Agreement or
Section 2.04(e) of the Pooling and Servicing Agreement shall equal the
Reassignment Amount for the Distribution Date related to the
Reassignment Date.
(d) With respect to (a) the Reassignment Amount deposited into
the Collection Account pursuant to this Section 7.01 or (b) the
proceeds of any sale of Receivables pursuant to Section 5.05(a)(iii) of
the Indenture with respect to Series [200_-_], Indenture Trustee shall,
in accordance with the written direction of Servicer, not later than
12:00 noon, New York City time, on the related Distribution Date, make
distributions of the following amounts (in the priority set forth below
and, in each case, after giving effect to any deposits and
distributions otherwise to be made on such date) in immediately
available funds: (i) (x) the Class A Note Principal Balance on such
Distribution Date will be distributed to the Class A Noteholders and
(y) an amount equal to the sum of (A) Class A Monthly Interest Payment
for such Distribution Date, (B) any Class A Interest Shortfall for such
Distribution Date and (C) the amount of Class A Default Interest, if
any, for such Distribution Date and any Class A Default Interest
previously due but not distributed to the Class A Noteholders on any
prior Distribution Date, will be distributed to the Class A
Noteholders, (ii) (x) the Class B Note Principal Balance on such
Distribution Date will be distributed to the Class B Noteholders and
(y) an amount equal to the sum of (A) Class B Monthly Interest Payment
for such Distribution Date, (B) any Class B Interest Shortfall for such
Distribution Date and (C) the amount of Class B Default Interest, if
any, for such Distribution Date and any Class B Default Interest
previously due but not distributed to the Class B Noteholders on any
prior Distribution Date, will be distributed to the Class B
Noteholders, (iii) (x) the Class C Note Principal Balance on such
Distribution Date will be distributed to the Class C Noteholders and
39
(y) an amount equal to the sum of (A) Class C Monthly Interest Payment
for such Distribution Date, (B) any Class C Interest Shortfall for such
Distribution Date, (C) the amount of Class C Default Interest, if any,
for such Distribution Date and any Class C Default Interest previously
due but not distributed to the Class C Noteholders on any prior
Distribution Date [and (D) any other amounts owed to the Class C
Noteholders under the Class C Note Purchase Agreement will be
distributed to the Class C Noteholders] and (iv) any excess shall be
released to Issuer.
SECTION 7.02. SERIES TERMINATION. On the Series [200_-_] Final Maturity
Date, the unpaid principal amount of the Series [200_-_] Notes shall be due and
payable, and the right of the Series [200_-_] Noteholders to receive payments
from Issuer will be limited solely to the right to receive payments pursuant to
Section 5.05 of the Indenture.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 8.01. RATIFICATION OF INDENTURE; AMENDMENTS. As supplemented by
this Indenture Supplement, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented by this Indenture Supplement
shall be read, taken and construed as one and the same instrument. This
Indenture Supplement may be amended only by a Supplemental Indenture entered in
accordance with the terms of Section 10.01 or 10.02 of the Indenture. For
purposes of the application of Section 10.02 to any amendment of this Indenture
Supplement, the Series [200_-_] Noteholders shall be the only Noteholders whose
vote shall be required.
SECTION 8.02. FORM OF DELIVERY OF THE SERIES [200_-_] NOTES. The Class
A Notes [and] [the Class B Notes] [and the Class C Notes] shall be Book-Entry
Notes and shall be delivered as Registered Notes to [ ] as provided in Sections
2.01, 2.03 and 2.12 of the Indenture. [The Class C Notes shall be Definitive
Notes and shall be registered in the Note Register in the name of the initial
purchaser of the Class C Notes identified in the Class C Note Purchase
Agreement.]
SECTION 8.03. COUNTERPARTS. This Indenture Supplement may be executed
in two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
SECTION 8.04. GOVERNING LAW. THIS INDENTURE 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.
40
SECTION 8.05. LIMITATION OF LIABILITY. Notwithstanding any other
provision herein or elsewhere, this Agreement has been executed and delivered by
Wilmington Trust Company, not in its individual capacity, but solely in its
capacity as Owner Trustee of the Trust, in no event shall Wilmington Trust
Company, in its individual capacity, have any liability in respect of the
representations, warranties, or obligations of Issuer hereunder or under any
other document, as to all of which recourse shall be had solely to the assets of
Issuer, and for all purposes of this Agreement and each other document, Owner
Trustee (as such or in its individual capacity) shall be subject to, and
entitled to the benefits of, the terms and provisions of the Trust Agreement.
SECTION 8.06. RIGHTS OF INDENTURE TRUSTEE. Indenture Trustee shall have
herein the same rights, protections, indemnities and immunities as specified in
the Master Indenture.
SECTION 8.07. ADDITIONAL REQUIREMENTS FOR REGISTRATION OF AND
LIMITATIONS ON TRANSFER AND EXCHANGE OF NOTES. (a) All transfers will be subject
to the transfer restrictions set forth on the Notes, [and (b) the Class C Notes
will be subject to limitations on transfer and exchange set forth in the Class C
Note Purchase Agreement].
[Signature page follows]
41
IN WITNESS WHEREOF, the undersigned have caused this Indenture
Supplement to be duly executed and delivered by their respective duly authorized
officers on the day and year first above written.
FIRST NATIONAL MASTER NOTE TRUST, as Issuer
By Wilmington Trust Company, not in its
individual capacity, but solely as Owner
Trustee
By
--------------------------------------------
Name
------------------------------------------
Title
-----------------------------------------
THE BANK OF NEW YORK,
as Indenture Trustee
By
--------------------------------------------
Name
------------------------------------------
Title
-----------------------------------------
Acknowledged and Accepted:
FIRST NATIONAL BANK OF OMAHA,
as Servicer
By
----------------------------------------------
Name
--------------------------------------------
Title
-------------------------------------------
FIRST NATIONAL FUNDING LLC,
as Transferor
By
----------------------------------------------
Name
--------------------------------------------
Title
-------------------------------------------
INDENTURE SUPPLEMENT SIGNATURE PAGE
42
EXHIBIT A-1
FORM OF CLASS A [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST BANKCARD MASTER CREDIT CARD
TRUST, A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEBRASKA ("FBMCCT"), FIRST
NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION ("FNFC"),
TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY
INSTITUTION IN INSTITUTING AGAINST FBMCCT, FNFC, TRANSFEROR OR ISSUER, ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.
THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS
INDEBTEDNESS OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
THE HOLDER OF THIS CLASS A NOTE SHALL BE DEEMED TO REPRESENT AND
WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I
OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY
OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN
SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE
ACQUISITION AND HOLDING OF THE CLASS A NOTE WILL NOT GIVE RISE TO A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
(OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE
LAW).
A1-2
REGISTERED $ *
----------------
No. R- CUSIP NO.
---------- -------
FIRST NATIONAL MASTER NOTE TRUST
CLASS A [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]
First National Master Note Trust (herein referred to as "Issuer"), a
Delaware statutory business trust governed by a Trust Agreement dated as of [ ],
2002, for value received, hereby promises to pay to Cede & Co., or registered
assigns, subject to the following provisions, the principal sum of DOLLARS, or
such greater or lesser amount as determined in accordance with the Indenture, on
the [ ] 200[ ] Distribution Date, except as otherwise provided below or in the
Indenture. Issuer will pay interest on the unpaid principal amount of this Note
at the Class A Note Interest Rate on each Distribution Date until the principal
amount of this Note is paid in full. Interest on this Note will accrue for each
Distribution Date from and including the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, for the
initial Distribution Date, from and including the Closing Date to but excluding
such Distribution Date. Interest will be computed on the basis of a 360-day year
and the actual number of days elapsed. Principal of this Note shall be paid in
the manner specified in the Indenture Supplement referred to on the reverse
hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
- --------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
A1-3
IN WITNESS WHEREOF, Issuer has caused this Class A Note to be duly
executed.
FIRST NATIONAL MASTER NOTE TRUST,
as Issuer
By Wilmington Trust Company, not in its
individual capacity but solely as Owner
Trustee under the Trust Agreement
By
---------------------------------------
Name
-------------------------------------
Title
------------------------------------
Dated: , 200[ ]
-------------------- ---
A1-4
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes described in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
as Indenture Trustee
By
--------------------------------------
Authorized Signatory
Dated
-----------------------------------
A1-5
FIRST NATIONAL MASTER NOTE TRUST
CLASS A [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]
SUMMARY OF TERMS AND CONDITIONS
This Class A Note is one of a duly authorized issue of Notes of Issuer,
designated as First National Master Note Trust, Series [200_-_] (the "Series
[200_-_] Notes"), issued under a Master Indenture dated as of [ ], 2002 (the
"Master Indenture"), between Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Indenture Supplement
dated as of [ ], 200[ ] (the "Indenture Supplement"), and representing the right
to receive certain payments from Issuer. The term "Indenture," unless the
context otherwise requires, refers to the Master Indenture as supplemented by
the Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event
of any conflict or inconsistency between the Indenture and this Note, the
Indenture shall control.
The Class B Notes and the Class C Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of Issuer allocated to the payment of this Note for
payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable
to the Noteholders for any amount payable under the Notes or the Indenture or,
except in the case of Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of Indenture Trustee.
THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, ISSUER, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL FUNDING CORPORATION,
FIRST NATIONAL FUNDING LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Issuer, Transferor, Indenture Trustee and any agent of Issuer,
Transferor or Indenture Trustee shall treat the person in whose name this Class
A Note is registered as the owner hereof for all purposes, and neither Issuer,
Transferor, Indenture Trustee nor any agent of Issuer, Transferor or Indenture
Trustee shall be affected by notice to the contrary.
THIS CLASS A NOTE 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.
A1-6
ASSIGNMENT
Social Security or other identifying number of assignee
---------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________ (name and address of assignee) the within certificate
and all rights thereunder, and hereby irrevocably constitutes and appoints
____________________ attorney, to transfer said certificate on the books kept
for registration thereof, with full power of substitution in the premises.
Dated: **
------------------------------ ---------------------------------
Signature Guaranteed:
- --------------------
** The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A1-7
EXHIBIT A-2
FORM OF CLASS B [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST BANKCARD MASTER CREDIT CARD
TRUST, A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEBRASKA ("FBMCCT"), FIRST
NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION ("FNFC"),
TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY
INSTITUTION IN INSTITUTING AGAINST FBMCCT, FNFC, TRANSFEROR OR ISSUER, ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.
THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS
INDEBTEDNESS OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
THE HOLDER OF THIS CLASS B NOTE SHALL BE DEEMED TO REPRESENT AND
WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I
OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY
OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN
SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE
ACQUISITION AND HOLDING OF THE CLASS B NOTE
A1-8
WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY
SUBSTANTIALLY SIMILAR APPLICABLE LAW).
A2-2
REGISTERED $ *
----------------
No. R- CUSIP NO.
---------- -------
FIRST NATIONAL MASTER NOTE TRUST
CLASS B [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]
First National Master Note Trust (herein referred to as "Issuer"), a
Delaware statutory business trust governed by a Trust Agreement dated as of [ ],
2002, for value received, hereby promises to pay to Cede & Co., or registered
assigns, subject to the following provisions, the principal sum of __________
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the [ ] 200[ ] Distribution Date, except as otherwise provided
below or in the Indenture. Issuer will pay interest on the unpaid principal
amount of this Note at the Class B Note Interest Rate on each Distribution Date
until the principal amount of this Note is paid in full. Interest on this Note
will accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the
Closing Date to but excluding such Distribution Date. Interest will be computed
on the basis of a 360-day year and the actual number of days elapsed. Principal
of this Note shall be paid in the manner specified in the Indenture Supplement
referred to on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE
SUPPLEMENT.
- ------------------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
A2-3
IN WITNESS WHEREOF, Issuer has caused this Class B Note to be duly
executed.
FIRST NATIONAL MASTER NOTE TRUST,
as Issuer
By Wilmington Trust Company, not in its
individual capacity but solely as Owner
Trustee under the Trust Agreement
By
------------------------------------------
Name
----------------------------------------
Title
---------------------------------------
Dated: , 200[ ]
-------------------- ---
A2-4
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes described in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
as Indenture Trustee
By
------------------------------------------
Authorized Signatory
Dated
---------------------------------------
A2-5
FIRST NATIONAL MASTER NOTE TRUST
CLASS B [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]
SUMMARY OF TERMS AND CONDITIONS
This Class B Note is one of a duly authorized issue of Notes of Issuer,
designated as First National Master Note Trust, Series [200_-_] (the "Series
[200_-_]Notes"), issued under a Master Indenture dated as of [ ], 2002 (the
"Master Indenture"), between Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Indenture Supplement
dated as of [ ], 200[ ] (the "Indenture Supplement"), and representing the right
to receive certain payments from Issuer. The term "Indenture," unless the
context otherwise requires, refers to the Master Indenture as supplemented by
the Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event
of any conflict or inconsistency between the Indenture and this Note, the
Indenture shall control.
The Class A Notes and the Class C Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of Issuer allocated to the payment of this Note for
payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable
to the Noteholders for any amount payable under the Notes or the Indenture or,
except in the case of Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of Indenture Trustee.
THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, ISSUER, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL FUNDING CORPORATION,
FIRST NATIONAL FUNDING LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Issuer, Transferor, Indenture Trustee and any agent of Issuer,
Transferor or Indenture Trustee shall treat the person in whose name this Class
B Note is registered as the owner hereof for all purposes, and neither Issuer,
Transferor, Indenture Trustee nor any agent of Issuer, Transferor or Indenture
Trustee shall be affected by notice to the contrary.
THIS CLASS B NOTE 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.
A2-6
ASSIGNMENT
Social Security or other identifying number of assignee
---------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________ (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.
Dated: **
--------------------------- ---------------------------------
Signature Guaranteed:
- ----------------
** The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A2-7
EXHIBIT A-3
FORM OF CLASS C [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE
SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY
APPLICABLE PROVISIONS UNDER STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT
TO CERTAIN CONDITIONS SET FORTH IN A NOTE PURCHASE AGREEMENT RELATING HERETO.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST bankcard MASTER CREDIT CARD
TRUST, A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEBRASKA ("FBMCCT"), FIRST
NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION ("FNFC"),
TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY
INSTITUTION IN INSTITUTING AGAINST FBMCCT, FNFC, TRANSFEROR OR ISSUER, ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.
THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS
INDEBTEDNESS OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
THE HOLDER OF THIS CLASS C NOTE SHALL BE DEEMED TO REPRESENT AND
WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I
OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY
OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN
SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE
ACQUISITION AND HOLDING OF THE CLASS C NOTE WILL NOT GIVE RISE TO A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
(OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE
LAW).
A3-2
REGISTERED $ *
----------------
No. R-
----------
FIRST NATIONAL MASTER NOTE TRUST
CLASS C [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]
First National Master Note Trust (herein referred to as "Issuer"), a
Delaware statutory business trust governed by a Trust Agreement dated as of [ ],
2002, for value received, hereby promises to pay to ____________, or registered
assigns, subject to the following provisions, the principal sum of _____________
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the [ ] 200[ ] Distribution Date, except as otherwise provided
below or in the Indenture. Issuer will pay interest on the unpaid principal
amount of this Note at the Class C Note Interest Rate on each Distribution Date
until the principal amount of this Note is paid in full. Interest on this Note
will accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the
Closing Date to but excluding such Distribution Date. Interest will be computed
on the basis of a 360-day year and the actual number of days elapsed. Principal
of this Note shall be paid in the manner specified in the Indenture Supplement
referred to on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A AND CLASS B NOTES TO THE EXTENT SPECIFIED IN THE
INDENTURE SUPPLEMENT.
- ---------------------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
A3-3
IN WITNESS WHEREOF, Issuer has caused this Class C Note to be duly
executed.
FIRST NATIONAL MASTER NOTE TRUST,
as Issuer
By Wilmington Trust Company, not in its
individual capacity but solely as Owner
Trustee under the Trust Agreement
By
----------------------------------------
Name
--------------------------------------
Title
-------------------------------------
Dated: , 200[ ]
-------------------- ---
A3-4
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Notes described in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
as Indenture Trustee
By
--------------------------------------
Authorized Signatory
Dated
-----------------------------------
A3-5
FIRST NATIONAL MASTER NOTE TRUST
CLASS C [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]
SUMMARY OF TERMS AND CONDITIONS
This Class C Note is one of a duly authorized issue of Notes of Issuer,
designated as First National Master Note Trust, Series [200_-_] (the "Series
[200_-_] Notes"), issued under a Master Indenture dated as of [ ], 2002 (the
"Master Indenture"), between Issuer and The Bank of New York, as indenture
trustee ("Indenture Trustee"), as supplemented by the Indenture Supplement dated
as of [ ], 200[ ] (the "Indenture Supplement"), and representing the right to
receive certain payments from Issuer. The term "Indenture," unless the context
otherwise requires, refers to the Master Indenture as supplemented by the
Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event
of any conflict or inconsistency between the Indenture and this Note, the
Indenture shall control.
The Class A Notes and the Class B Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of Issuer allocated to the payment of this Note for
payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable
to the Noteholders for any amount payable under the Notes or the Indenture or,
except in the case of Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of Indenture Trustee.
THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, ISSUER, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL FUNDING CORPORATION,
FIRST NATIONAL FUNDING LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Issuer, Transferor, Indenture Trustee and any agent of Issuer,
Transferor or Indenture Trustee shall treat the person in whose name this Class
C Note is registered as the owner hereof for all purposes, and neither Issuer,
Transferor, Indenture Trustee nor any agent of Issuer, Transferor or Indenture
Trustee shall be affected by notice to the contrary.
THIS CLASS C NOTE 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.
A3-6
ASSIGNMENT
Social Security or other identifying number of assignee
---------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto __________________ (name and address of assignee) the within certificate
and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.
Dated: **
-------------------------- ---------------------------------
Signature Guaranteed:
- -----------------------
** The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A3-7
EXHIBIT A-4
FORM OF CLASS C [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST BANKCARD MASTER CREDIT CARD
TRUST, A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEBRASKA ("FBMCCT"), FIRST
NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION ("FNFC"),
TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY
INSTITUTION IN INSTITUTING AGAINST FBMCCT, FNFC, TRANSFEROR OR ISSUER, ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.
THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS
INDEBTEDNESS OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.
THE HOLDER OF THIS CLASS C NOTE SHALL BE DEEMED TO REPRESENT AND
WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I
OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY
OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN
SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE
ACQUISITION AND HOLDING OF THE CLASS C NOTE WILL NOT GIVE RISE TO A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
(OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE
LAW).
A4-2
REGISTERED $ *
----------------
No. R- CUSIP NO.
---------- -------
FIRST NATIONAL MASTER NOTE TRUST
CLASS C [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]
First National Master Note Trust (herein referred to as "Issuer"), a
Delaware statutory business trust governed by a Trust Agreement dated as of [ ],
2002, for value received, hereby promises to pay to Cede & Co., or registered
assigns, subject to the following provisions, the principal sum of
________________ DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture, on the [ ] 200[ ] Distribution Date, except as
otherwise provided below or in the Indenture. Issuer will pay interest on the
unpaid principal amount of this Note at the Class C Note Interest Rate on each
Distribution Date until the principal amount of this Note is paid in full.
Interest on this Note will accrue for each Distribution Date from and including
the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, for the initial Distribution Date, from and
including the Closing Date to but excluding such Distribution Date. Interest
will be computed on the basis of a 360-day year and the actual number of days
elapsed. Principal of this Note shall be paid in the manner specified in the
Indenture Supplement referred to on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A NOTES AND THE CLASS B NOTES TO THE EXTENT SPECIFIED IN
THE INDENTURE SUPPLEMENT.
- -----------------------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
A4-3
IN WITNESS WHEREOF, Issuer has caused this Class C Note to be duly
executed.
FIRST NATIONAL MASTER NOTE TRUST,
as Issuer
By Wilmington Trust Company, not in its
individual capacity but solely as Owner
Trustee under the Trust Agreement
By
----------------------------------------
Name
--------------------------------------
Title
-------------------------------------
Dated: , 200[ ]
-------------------- ---
A4-4
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Notes described in the within-mentioned
Indenture.
THE BANK OF NEW YORK,
as Indenture Trustee
By
-------------------------------------
Authorized Signatory
Dated
----------------------------------
A4-5
FIRST NATIONAL MASTER NOTE TRUST
CLASS C [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]
SUMMARY OF TERMS AND CONDITIONS
This Class C Note is one of a duly authorized issue of Notes of Issuer,
designated as First National Master Note Trust, Series [200_-_] (the "Series
[200_-_]Notes"), issued under a Master Indenture dated as of [ ], 2002 (the
"Master Indenture"), between Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Indenture Supplement
dated as of [ ], 200[ ] (the "Indenture Supplement"), and representing the right
to receive certain payments from Issuer. The term "Indenture," unless the
context otherwise requires, refers to the Master Indenture as supplemented by
the Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event
of any conflict or inconsistency between the Indenture and this Note, the
Indenture shall control.
The Class A Notes and the Class B Notes will also be issued under the
Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of Issuer allocated to the payment of this Note for
payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable
to the Noteholders for any amount payable under the Notes or the Indenture or,
except in the case of Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of Indenture Trustee.
THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, ISSUER, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL FUNDING CORPORATION,
FIRST NATIONAL FUNDING LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Issuer, Transferor, Indenture Trustee and any agent of Issuer,
Transferor or Indenture Trustee shall treat the person in whose name this Class
C Note is registered as the owner hereof for all purposes, and neither Issuer,
Transferor, Indenture Trustee nor any agent of Issuer, Transferor or Indenture
Trustee shall be affected by notice to the contrary.
THIS CLASS C NOTE 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.
A4-6
ASSIGNMENT
Social Security or other identifying number of assignee
----------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________ (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.
Dated: **
-------------------------- ---------------------------------
Signature Guaranteed:
- ---------------------
** The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
A4-7
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO INDENTURE TRUSTEE
FIRST NATIONAL MASTER NOTE TRUST
SERIES [200_-_]
The undersigned, a duly authorized representative of First National
Bank of Omaha ("FNBO"), as Servicer pursuant to the Transfer and Servicing
Agreement, dated as of [ ], 2002 (the "Transfer and Servicing Agreement")
between FNBO, as Servicer, First National Funding LLC, as transferor
("Transferor") and First National Master Note Trust, as issuer ("Issuer"), does
hereby certify as follows:
A. Capitalized terms used in this Certificate have their
respective meanings set forth in the Master Indenture dated as of [ ],
2002 (the "Indenture") between Issuer and The Bank of New York, as
indenture trustee ("Indenture Trustee") as supplemented by the [200_-_]
Indenture Supplement dated as of [ ], 200[ ] between Issuer and
Indenture Trustee (as amended and supplemented, the "Indenture
Supplement").
B. FNBO is Servicer.
C. The undersigned is an Authorized Officer of Servicer.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.04, Servicer does hereby instruct Indenture
Trustee (i) to make a withdrawal from the Distribution Account (or other Series
Account as specified below) on ______________, 200_, which date is a
Distribution Date under the Indenture Supplement, in an aggregate amount (equal
to the Available Finance Charge Collections) as set forth below in respect of
the following amounts and (ii) to apply the proceeds of such withdrawal in
accordance with subsection 4.04(a):
A. Pursuant to subsection 4.04(a)(i):
Class A Monthly Interest Payment for the
preceding Interest Period.................................$____________
Class A Interest Shortfall due to
Class A Noteholders.......................................$____________
Class A Default Interest for such
Distribution Date.........................................$____________
Class A Default Interest previously due but
not distributed to Class A Noteholders....................$____________
B. Pursuant to subsection 4.04(a)(ii):
Class B Monthly Interest Payment for the
preceding Interest Period.................................$____________
Class B Interest Shortfall due to
Class B Noteholders.......................................$____________
Class B Default Interest for such
Distribution Date.........................................$____________
Class B Default Interest previously due but
not distributed to Class B Noteholders....................$____________
C. Pursuant to subsection 4.04(a)(iii) if Servicer
is not FNBO or an Affiliate of FNBO:
Noteholder Servicing Fee for such Distribution
Date, plus the amount of any Noteholder
Servicing Fee previously due but not
distributed to Servicer on a prior Distribution
Date......................................................$____________
D. Pursuant to subsection 4.04(a)(iv):
Class C Monthly Interest Payment for the
preceding Interest Period.................................$____________
Class C Interest Shortfall due to
Class C Noteholders.......................................$____________
Class C Default Interest for such
Distribution Date.........................................$____________
Class C Default Interest previously due but
not distributed to Class C Noteholders....................$____________
E. Pursuant to subsection 4.04(a)(v):
Investor Default Amount to be treated as Available
Principal Collections.....................................$____________
B-2
Uncovered Dilution Amount for such
Distribution Date to be treated as Available
Principal Collections....................................$_____________
F. Pursuant to subsection 4.04(a)(vi):
Investor Charge Offs and the amount of
Reallocated Principal Collections not
previously reimbursed to be treated as
Available Principal Collections .........................$_____________
G. Pursuant to subsection 4.04(a)(vii):
Amounts to be deposited into the [Cash
Collateral Account] [and the Spread Account] ............$_____________
H. Pursuant to subsection 4.04(a)(viii):
Noteholder Servicing Fee for such Distribution
Date, plus the amount of any Noteholder
Servicing Fee previously due but not
distributed to Servicer on a prior Distribution Date.....$_____________
I. Pursuant to subsection 4.04(a)(ix):
Amount to be deposited into the Reserve Account .........$_____________
J. [Pursuant to subsection 4.04(a)(x):
Additional amounts to be paid to the Class C
Noteholders] ............................................$_____________
K. Pursuant to subsection 4.04(a)(xi):
The balance will constitute Excess Finance Charge
Collections for such Distribution Date ..................$_____________
Pursuant to Section 4.04(b) and (c), Servicer does hereby instruct
Indenture Trustee (i) to make a withdrawal from the Distribution Account (or
other Series Account specified below) on , 200 , which date is a Distribution
Date under the Indenture Supplement, in an aggregate amount (equal to the
Available Principal Collections) as set forth below in respect of the following
amounts and (ii) to apply the proceeds of such withdrawal in accordance with
Section 4.04(b) and (c):
B-3
A. Pursuant to subsection 4.04(b):
During the Revolving Period, amount equal to
the Available Principal Collections to be
treated as Excess Principal Collections and
applied in accordance with Section 8.05 of the
Indenture................................................$_____________
B. Pursuant to subsection 4.04(c)(i):
During the Accumulation Period, Monthly
Principal for such Transfer Date to be
deposited into the Principal Accumulation
Account..................................................$_____________
C. Pursuant to subsection 4.04(c)(ii):
During the Rapid Amortization Period,
Monthly Principal for such Transfer Date for
payment to the Class A Noteholders on such
Distribution Date until the Class A Note
Principal Balance has been paid in full..................$_____________
D. Pursuant to subsection 4.04(c)(iii):
During the Rapid Amortization Period, after
giving effect to Clause (C) above, if any
remaining Monthly Principal, to the Class B
Noteholders on such Distribution Date until
the Class B Note Principal Balance has been
paid in full.............................................$_____________
E. Pursuant to subsection 4.04(c)(iv):
During the Rapid Amortization Period, after
giving effect to Clause (D) above, if any
remaining Monthly Principal, to the Class C
Noteholders, on such Distribution Date until
the Class C Note Principal Balance has been
paid in full.............................................$_____________
F. Pursuant to subsection 4.04(c)(v):
Amount, if any, remaining after giving effect
to Clauses (B) through (E) above, to be treated
as Excess Principal Collections..........................$_____________
B-4
Pursuant to Section 4.06, Servicer does hereby instruct Indenture
Trustee (i) to make a withdrawal from the Distribution Account on ___________,
200_ which date is a Distribution Date under the Indenture Supplement, in an
aggregate amount (equal to the Available Principal Collections) as set forth
below in respect of the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Section 4.06:
Reallocated Principal Collections to fund any
deficiency pursuant to and in the priority set
forth subsections 4.04(a)(i), (ii) and (iii) of the
Indenture Supplement...................................$_____________
Pursuant to Section 4.09, Servicer does hereby instruct Indenture
Trustee to transfer from the Principal Accumulation Account to the Collection
Account, the Principal Accumulation Investment Proceeds on deposit in the
Principal Accumulation Account for application as Available Finance Charge
Collections in the following amount.
$_____________
Pursuant to Section 4.10, Servicer does hereby instruct Indenture
Trustee to withdraw from the Reserve Account an amount equal to any Reserve
Account Surplus to be deposited into the Spread Account in accordance with
Section 4.10(e), in the following amount.
$_____________
[Pursuant to Section 4.11, Servicer does hereby instruct Indenture
Trustee to withdraw from the Cash Collateral Account an amount equal to the
excess of the Available Cash Collateral Amount over the Required Cash Collateral
Amount to be deposited into the Collection Account for application as Available
Finance Charge Collections in accordance with Section 4.11(b), in the following
amount.]
$_____________
Pursuant to Section 4.12, Servicer does hereby instruct Indenture
Trustee to withdraw from the Spread Account an amount equal to a deficiency in
Class C Monthly Interest Payment up to the Available Spread Account Amount, in
the following amount.
$_____________
II. INSTRUCTIONS TO MAKE CERTAIN PAYMENTS
Pursuant to Section 5.02, Servicer does hereby instruct Indenture
Trustee or Paying Agent, as the case may be, to pay in accordance with Section
5.02 from the Collection Account or the Principal Funding Account, as
applicable, on , which date is a Distribution Date under the Indenture
Supplement, the following amounts:
B-5
A. Pursuant to subsection 5.02(a):
(1) Class A Noteholder's pro rata share of the
amounts on deposit in the Distribution
Account that are allocated and available on
such Distribution Date to pay interest on the
Class A Notes pursuant to the Indenture
Supplement.....................................$_____________
(2) Class A Noteholder's pro rata share of the
amounts on deposit in the Distribution
Account that are allocated and available on
such Distribution Date to pay principal of the
Class A Notes pursuant to the Indenture
Supplement.....................................$_____________
B. Pursuant to subsection 5.02(b):
(1) Class B Noteholder's pro rata share of the
amounts on deposit in the Distribution
Account that are allocated and available on
such Distribution Date to pay interest on the
Class B Notes pursuant to the Indenture
Supplement.....................................$_____________
(2) Class B Noteholder's pro rata share of the
amounts on deposit in the Distribution
Account that are allocated and available on
such Distribution Date to pay principal of the
Class B Notes pursuant to the Indenture
Supplement.....................................$_____________
C. Pursuant to subsection 5.02(c):
(1) Class C Noteholder's pro rata share of the
amounts on deposit in the Distribution
Account that are allocated and available on
such Distribution Date to pay interest of the
Class C Notes pursuant to the Indenture
Supplement, including amounts withdrawn
from the Spread Account........................$_____________
B-6
(2) Class C Noteholder's pro rata share of the amounts on
deposit in the Distribution Account that are allocated
and available on such Distribution Date to pay
principal on the Class C Notes pursuant to the
Indenture Supplement...........................$_____________
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this _____________day of _____________________, 200__.
FIRST NATIONAL BANK OF OMAHA,
as Servicer
By
--------------------------------------
Name
------------------------------------
Title
-----------------------------------
B-7
EXHIBIT C
FORM OF MONTHLY REPORT TO NOTEHOLDERS
FIRST NATIONAL MASTER NOTE TRUST SERIES [ ]
MONTHLY PERIOD ENDING:
----------------
The undersigned, a duly authorized representative of First National Bank of
Omaha ("FNBO"), as Servicer pursuant to the Transfer and Servicing Agreement
dated as of _____________ (as amended, the "Transfer and Servicing Agreement")
by and between FNBO, as Servicer, First National Funding LLC, as Transferor, and
First National Master Note Trust, as Issuer, does hereby certify as follows:
(a) The rights of the Issuer under the Transfer and Servicing Agreement have
been assigned to The Bank of New York, as Indenture Trustee, under the Master
Indenture dated as of [_________], 2002 (the "Indenture"), by and between Issuer
and the Indenture Trustee, and acknowledged by Transferor and Servicer, as
supplemented by the Series [_____] Indenture Supplement, dated as of
[_____________], by and between Issuer and Indenture Trustee, and acknowledged
by Transferor and Servicer (the "Supplement"). Capitalized terms used in this
Certificate have their respective meanings set forth in the Transfer and
Servicing Agreement. References herein to certain sections and subsections are
references to the respective sections and subsections of the Transfer and
Servicing Agreement. This Certificate is delivered pursuant to Section 3.04 of
the Transfer and Servicing Agreement and Article VIII and IX of the Indenture.
(b) FNBO is the Servicer under the Transferor and Servicing Agreement.
(c) The undersigned is a Servicing Officer.
(d) The date of this Certificate is the Determination Date relating to the
_________________ Distribution Date (the "Distribution Date").
(e) To the knowledge of the undersigned, there are no Liens on any Receivables
in the Trust except as described below:
[If applicable, insert "None".]
(f) To the knowledge of the undersigned, no Series [ ] Pay Out Event and no
Trust Pay Out Event has occurred except as described below:
[If applicable, insert "None"]
(g) As of the date hereof the Available Spread Account Amount equals the
Required Spread Account Amount[, the amount on deposit in the Cash Collateral
Account equals the Required Cash Collateral Amount] and, if the Reserve Account
Funding Date has occurred, the Available Reserve Account Amount equals the
Required Reserve Account Amount.
<Table>
A. INFORMATION REGARDING THE PERFORMANCE OF THE RECEIVABLES
1. Principal Receivables
(a) Beginning of Monthly Period Principal Receivables
--------------------
(b) End of Monthly Period Principal Receivables
--------------------
(c) Average Principal Receivables
--------------------
2. End of Monthly Period Trust Receivables
--------------------
3. Delinquent Balances
Delinquency Aggregate Account Percentage of
Category Balance Total Receivables
- ------------------------------------------------------------------------------------------------------------
(a) 30 to 59 days
------------------------------------------------
(b) 60 to 89 days
------------------------------------------------
(c) 90 to 119 days
------------------------------------------------
(d) 120 to 149 days
------------------------------------------------
(e) 150 or more days
------------------------------------------------
Total:
------------------------------------------------
4. Aggregate amount of Collections
--------------------
(a) Total Collections
--------------------
(b) Total Collections of Principal Receivables
--------------------
(c) Total Collections of Finance Charge Receivables
--------------------
(d) Aggregate Allocation Percentages for Outstanding Series
--------------------
(e) Aggregate Allocation Percentage of Collections of Principal
Receivables
--------------------
(f) Aggregate Allocation Percentage of Collections of Finance Charge
Receivables
--------------------
5. Aggregate amount of Principal Receivables in Accounts which became
Defaulted Accounts during the Monthly Period
--------------------
6. Calculation of Interchange allocable to the Issuer for the Monthly
Period
--------------------
(a) Sales net of cash advances during the Monthly Period on all FNBO
MasterCard and VISA(1) accounts
--------------------
(b) Sales net of cash advances during the Monthly Period on Accounts
designated to the Issuer
--------------------
</Table>
- ----------
(1) MasterCard and VISA are registered trademarks of MasterCard International
Incorporated and of VISA USA, Inc., respectively.
C-2
<Table>
(c) Total amount of Interchange paid or payable to FNBO with respect
to the Monthly Period
--------------------
(d) Amount of Interchange allocable to the Issuer with respect to the
Monthly Period ([c]/[b/a])
--------------------
7. The aggregate amount of Collections of Finance Charge Receivables for
the Issuer for the Monthly Period
(a) Interchange
--------------------
(b) Recoveries
--------------------
(c) Finance Charges and Fees
--------------------
(d) Discount Receivables
--------------------
Total
--------------------
8. Aggregate Uncovered Dilution Amount for the Monthly Period
--------------------
B. INFORMATION REGARDING THE SERIES [ ] NOTES
1. Collateral Amount at the close of business on the prior Distribution
Date
--------------------
(a) Reductions due to Investor Charge-Offs (including Uncovered
Dilution Amounts) to be made on the related Distribution Date
--------------------
(b) Reimbursements to be made on the related Distribution Date from
Available Finance Charge Collections
--------------------
(c) Collateral Amount at the close of business on the Distribution
Date
--------------------
2. Note Principal Balance at the close of business on the Distribution
Date during the Monthly Period
(a) Class A Note Principal Balance
--------------------
(b) Class B Note Principal Balance
--------------------
(c) Class C Note Principal Balance
--------------------
Total Note Principal Balance
--------------------
3. Allocation Percentages for the Monthly Period
(a) Principal Collections
--------------------
(b) Finance Charge Collections
--------------------
(c) Default Amounts
--------------------
4. Investor Principal Collections processed during the Monthly Period and
allocated to the Series
--------------------
5. Excess Principal Collections from other Group I Series allocated to
the Series
--------------------
</Table>
C-3
<Table>
6. Aggregate amounts treated as Available Principal Collections pursuant
to subsections [______________] of the related Indenture Supplement
--------------------
7. Reallocated Principal Collections pursuant to Section [4.06] of the
related Indenture Supplement
--------------------
8. AVAILABLE PRINCIPAL COLLECTIONS (4+5+6+7)
--------------------
9. Principal Accumulation Investment Proceeds
--------------------
10. Investor Finance Charge Collections (including Interchange and
Recoveries) processed during the Monthly Period
--------------------
11. Excess Finance Charge Collections from Group I allocated to the Series
--------------------
12. Reserve Account withdrawals pursuant to Section [4.10(b) or (d)] of
the related Indenture Supplement
--------------------
13. Distributions of principal and interest to Noteholders on the
Distribution Date:
(a) Class A Noteholders
--------------------
(b) Class B Noteholders
--------------------
(c) Class C Noteholders
--------------------
14. Distributions of principal to Noteholders on the Distribution Date:
(a) Class A Noteholders
--------------------
(b) Class B Noteholders
--------------------
(c) Class C Noteholders
--------------------
15. Distributions of interest to Noteholders on the Distribution Date:
(a) Class A Noteholders
--------------------
(b) Class B Noteholders
--------------------
(c) Class C Noteholders
--------------------
16. AVAILABLE FINANCE CHARGE COLLECTIONS (9+10+11+12)
--------------------
17. Excess amounts from [Spread Account] [and Cash Collateral Account] to
be treated as Available Finance Charge Collections pursuant to
Section[s] [4.12(c)] [and 4.11(b) and (c)] of the related Indenture
Supplement
--------------------
</Table>
C-4
<Table>
18. The aggregate amount of all Principal Receivables in Accounts which
became Defaulted Accounts during the Monthly Period which were
allocated to the Series
(a) Default Amount
--------------------
(b) Allocation Percentage (B.3.(c) above)
--------------------
Total Investor Default Amount (axb)
--------------------
19. The aggregate amount of Uncovered Dilution Amount allocated to the
Series for the Monthly Period
(a) Dilutions not covered by Transferor
--------------------
(b) Series Allocation Percentage (as defined in the related Indenture
Supplement)
--------------------
(c) Total Uncovered Dilution Amount
--------------------
20. The aggregate amount of Investor Charge-Offs (including any Uncovered
Dilution Amount not covered by the Transferor) for the Monthly Period
--------------------
21. Noteholder Servicing Fee for the Monthly Period payable to the
Servicer
--------------------
22. Ratings of the Class A Notes
Moody's
--------------------
S&P
--------------------
Fitch
--------------------
23. Ratings of the Class B Notes
Moody's
--------------------
S&P
--------------------
Fitch
--------------------
24. Ratings of the Class C Notes
Moody's
--------------------
S&P
--------------------
Fitch
--------------------
25. Note Interest Rate for the Monthly Period
(a) Class A Note Interest Rate
--------------------
(b) Class B Note Interest Rate
--------------------
(c) Class C Note Interest Rate
--------------------
C. QUARTERLY NET YIELD
1. Base Rate for the Monthly Period
--------------------
2. Portfolio Yield for the Monthly Period
--------------------
3. Net Yield for the Monthly Period (Portfolio Yield MINUS Base Rate)
--------------------
4. Quarterly Net Yield for the related Distribution Date
--------------------
</Table>
C-5
<Table>
D. INFORMATION REGARDING THE PRINCIPAL ACCUMULATION ACCOUNT
1. Opening Principal Accumulation Account Balance on the Distribution
Date for the Monthly Period
--------------------
2. Controlled Deposit Amount to be deposited to the Principal
Accumulation Account on the Distribution Date for the Monthly Period
(a) Controlled Accumulation Amount
--------------------
(b) Accumulation Shortfall
--------------------
(c) Controlled Deposit Amount (a+b)
--------------------
3. Amounts withdrawn from the Principal Accumulation Account for
distribution to Noteholders on the related Distribution Date
(a) Distribution in reduction of the Class A Notes
--------------------
(b) Distribution in reduction of the Class B Notes
--------------------
(c) Distribution in reduction of the Class C Notes
--------------------
4. Principal Accumulation Account ending balance after deposit/withdrawal
on the Distribution Date for the Monthly Period
--------------------
E. INFORMATION REGARDING THE SPREAD ACCOUNT
1. Opening Available Spread Account Amount on the Distribution Date for
the Monthly Period
--------------------
2. Aggregate amount required to be withdrawn pursuant to Section
[4.12(c)] of the related Indenture Supplement for distribution to
Class C Noteholders pursuant to Section [4.04(a)(iv)] of the related
Indenture Supplement
--------------------
3. Aggregate amount required to be withdrawn pursuant to Section
[4.12(d)] of the related Indenture Supplement for distribution in
reduction of the Class C Note Principal Balance
--------------------
4. Spread Account Percentage for the Distribution Date for the Monthly
Period
--------------------
5. Closing Required Spread Account Amount for the Distribution Date for
the Monthly Period
--------------------
6. Amount on deposit in Spread Account after required withdrawals on the
Distribution Date for the Monthly Period (1-(2+3))
--------------------
7. Spread Account Deficiency, if any (5 MINUS 6)
--------------------
</Table>
C-6
<Table>
8. Amounts deposited pursuant to Section [4.04(a)(vii) or 4.10(e)] of the
related Indenture Supplement
--------------------
9. Remaining Spread Account Deficiency, if any (7 minus 8)
--------------------
F. INFORMATION REGARDING THE RESERVE ACCOUNT
1. Reserve Account Funding Date
--------------------
2. Opening Available Reserve Account Amount on the Distribution Date for
the Monthly Period
--------------------
3. Aggregate amount required to be withdrawn pursuant to Section 4.10(d)
of the related Indenture Supplement for inclusion in Available Finance
Charge Collections:
(a) Covered Amount
--------------------
(b) Principal Accumulation Investment Proceeds
--------------------
(c) Reserve Draw Amount (a MINUS b)
--------------------
4. Required Reserve Account Amount
--------------------
5. Reserve Account Surplus (4-(2-3))
--------------------
G. INFORMATION REGARDING CONTROLLED ACCUMULATION PERIOD
(REQUIRED ON AND AFTER ____ DISTRIBUTION DATE)
1. Accumulation Period Length (months)
--------------------
H. AGGREGATE OPENING AND CLOSING BALANCE ON DEPOSIT AND
WITHDRAWALS FROM ANY OTHER ENHANCEMENT ACCOUNTS
1. Opening Balance
--------------------
2. Withdrawals pursuant to Section [ ] of the related Indenture
Supplement
--------------------
3. Closing Balance
--------------------
[I. PRE-FUNDING ACCOUNT]
1. Opening Balance
--------------------
2. Withdrawals pursuant to Section 4.18 of the related Indenture
Supplement
--------------------
3. Closing Balance
--------------------
4. Balance to be distributed as principal to Noteholders (following end
of Funding Period)
--------------------
[J. INFORMATION REGARDING THE CASH COLLATERAL ACCOUNT]
1. Opening Available Cash Collateral Amount on the Distribution Date for
the Monthly Period
--------------------
</Table>
C-7
<Table>
2. Required Draw Amount required to be withdrawn pursuant to Section
4.12(c) of the related Indenture Supplement
--------------------
3. Required Cash Collateral Amount
--------------------
4. Deposits pursuant to Section 4.04(vii) of the related Indenture
Supplement
--------------------
5. Closing Available Cash Collateral Amount
--------------------
[K. OTHER ENHANCEMENT]
1. Aggregate amount of drawings on any other Enhancement for the Series
--------------------
2. Amount available under other Enhancement for the Series
--------------------
IN WITNESS thereof, the undersigned has duly executed and delivered
this Certificate the _______ day of _____________________, _______.
--------------------
</Table>
FIRST NATIONAL BANK OF OMAHA,
Servicer
By
---------------------------------
Name
-------------------------------
Title
------------------------------
C-8
EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
FIRST NATIONAL BANK OF OMAHA
FIRST NATIONAL MASTER NOTE TRUST, SERIES [200_-_]
The undersigned, a duly authorized representative of First National
Bank of Omaha ("FNBO"), as Servicer pursuant to the Transfer and Servicing
Agreement, dated as of [ ], 2002 (as amended and supplemented, the
"Transfer and Servicing Agreement"), among First National Funding LLC, as
Transferor, First National Bank of Omaha, as Servicer and First National Master
Note Trust, as Issuer, does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Transfer and Servicing Agreement or the Master
Indenture dated as of [ ], 2002 (as amended or supplemented, the "Master
Indenture"), between Issuer and The Bank of New York, as indenture trustee
("Indenture Trustee") as supplemented by the Series [200_-_] Indenture
Supplement, dated as of [ ], 200[ ], between Issuer and Indenture Trustee
(as amended and supplemented, the "Indenture Supplement") and together with the
Master Indenture, the "Indenture"), as applicable.
2. FNBO is, as of the date hereof, Servicer under the Transfer and
Servicing Agreement.
3. The undersigned is an Authorized Officer of Servicer.
4. This Certificate relates to the Distribution Date occurring on
_______________, 200_.
5. As of the date hereof, to the best knowledge of the undersigned,
Servicer has performed in all material respects all of its obligations under the
Transfer and Servicing Agreement and the Indenture through the Monthly Period
preceding such Distribution Date [or, if there has been a default in the
performance of any such obligation, set forth in detail the (i) nature of such
default, (ii) the action taken by Servicer, if any, to remedy such default and
(iii) the current status of each such default]; if applicable, insert "None".
6. As of the date hereof, to the best knowledge of the undersigned, no
Pay Out Event occurred on or prior to such Distribution Date.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this ____ day of __________________, 20__.
FIRST NATIONAL BANK OF OMAHA, as
Servicer
By
---------------------------------
Name
-------------------------------
Title
------------------------------
D-2