exv4w2






Exhibit 4.2




EXECUTION COPY




FIRST AMENDMENT TO ADMINISTRATION AGREEMENT




     THIS FIRST AMENDMENT TO ADMINISTRATION AGREEMENT (this “Amendment”), dated as of May 18, 2009,
between FIRST NATIONAL MASTER NOTE TRUST, a statutory trust organized and existing under the laws
of the State of Delaware (“Issuer”) and FIRST NATIONAL BANK OF OMAHA, a national banking
association, as administrator (“Administrator”), acknowledged and accepted by FIRST NATIONAL
FUNDING LLC, a Nebraska limited liability company, as transferor (the “Transferor”) and consented
to by the Consent Parties (as defined below), amends the Administration Agreement, dated as of
October 24, 2002 (the “Agreement”), between Issuer and Administrator and acknowledged and accepted
by Transferor. Any capitalized term used herein but not herein defined shall have the meaning
assigned to it in the Agreement or the related Note Purchase Agreement, as applicable.



     WHEREAS, the parties hereto desire to amend the Agreement to make certain specified changes
below;



     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:



     SECTION 1. DEFINED TERMS



     “Consent Party” or “Consent Parties” means:




     (i) in the singular form, any of the following: (a) Wilmington Trust Company,
a Delaware banking corporation, in its individual capacity pursuant to Section 11 of
the Agreement (“Wilmington”), (b) Ranger Funding Company LLC, a Delaware limited
liability company, as Class A Conduit Investor under the VFN Series 2004-1 Class A
Note Purchase Agreement (“Ranger”), (c) Bank of America, N.A., a national banking
association, in its capacity as funding agent for the Class A Investors, in its
capacity as Administrator and in its capacity as Class A Alternate Investor under
the VFN Series 2004-1 Class A Note Purchase Agreement (“BofA”), (d) Falcon Asset
Securitization Company LLC, a Delaware corporation, as a CP Vehicle under the VFN
Series 2008-2 Class A Note Purchase Agreement (“Falcon”), (e) Park Avenue
Receivables Company, LLC, a Delaware corporation, as a CP Vehicle under the VFN
Series 2008-2 Class A Purchase Agreement (“Park Avenue”), (f) JPMorgan Chase Bank,
N.A., in its capacity as an APA Bank, in its capacity as Administrator and as the
Funding Agent under the VFN Series 2008-2 Class A Note Purchase Agreement
(“JPMorgan”), (g) Amsterdam Funding Corporation, a Delaware corporation, as a CP
Vehicle under the VFN Series 2008-3 Class A Note Purchase Agreement (“Amsterdam”),
(h) Windmill Funding Corporation, a Delaware corporation, as a CP Vehicle under the
VFN Series 2008-3 Class A Note Purchase Agreement (“Windmill”), (i) The



 









 







Royal Bank of Scotland plc, in its capacity as Administrator, in its capacity
as an APA Bank and in its capacity as Funding Agent under the VFN Series 2008-3
Class A Note Purchase Agreement (“RBS”), (j) First National Bank of Omaha, as 100%
holder of First National Master Note Trust VFN Series 2004-1 Class B Notes, Class C
Notes and the Class D Notes, respectively, pursuant to the related VFN Series 2004-1
Subordinated Note Purchase Agreement (the “VFN Series 2004-1 Subordinated
Noteholder”), (k) First National Bank of Omaha, as the 100% holder of the First
National Master Note Trust VFN Series 2008-2 Class B Notes, Class C Notes and Class
D Notes, respectively, under the related VFN Series 2008-2 Subordinated Note
Purchase Agreement (the “VFN Series 2008-2 Subordinated Noteholder”) and (1) First
National Bank of Omaha, as the 100% holder of the First National Master Note Trust
VFN Series 2008-3 Class B Notes, Class C Notes and Class D Notes, respectively,
under the related VFN Series 2008-3 Subordinated Note Purchase Agreement (the “VFN
Series 2008-3 Subordinated Noteholder”); and




     (ii) in the plural form, Wilmington, Ranger, BofA, Falcon, Park Avenue,
JPMorgan, Amsterdam, Windmill, RBS, the VFN Series 2004-1 Subordinated Noteholder,
the VFN Series 2008-2 Subordinated Noteholder and the VFN Series 2008-3 Subordinated
Noteholder.



     “Note Purchase Agreement” means, as the context dictates, any of: (i) VFN Series 2004-1 Class
A Note Purchase Agreement, (ii) VFN Series 2004-1 Class B Note Purchase Agreement, (iii) VFN Series
2004-1 Class C Note Purchase Agreement, (iv) VFN Series 2004-1 Class D Note Purchase Agreement, (v)
VFN Series 2008-2 Class A Note Purchase Agreement, (vi) VFN Series 2008-2 Class B Note Purchase
Agreement, (vii) VFN Series 2008-2 Class C Note Purchase Agreement, (viii) VFN Series 2008-2 Class
D Note Purchase Agreement, (ix) VFN Series 2008-3 Class A Note Purchase Agreement, (x) VFN Series
2008-3 Class B Note Purchase Agreement, (xi) VFN Series 2008-3 Class C Note Purchase Agreement and
(xii) VFN Series 2008-3 Class D Note Purchase Agreement.



     “VFN Series 2004-1 Class A Note Purchase Agreement” means the Amended and Restated Note
Purchase Agreement dated as of June 27, 2008, among The Bank of New York Mellon Trust Company, N.A,
formerly known as The Bank of New York Trust Company, N.A., as Indenture Trustee, First National
Funding LLC, as Transferor, First National Bank of Omaha, individually and as Servicer, Ranger,
BofA and other financial institutions from time to time parties thereto as Class A Alternate
Investors.



     “VFN Series 2008-2 Class A Note Purchase Agreement” means the Note Purchase Agreement dated as
of October 8, 2008, among The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee,
First National Funding LLC, as Transferor, First National Bank of Omaha, individually and as
Servicer, Falcon, Park Avenue and JPMorgan.



     “VFN Series 2008-3 Class A Note Purchase Agreement” means the Note Purchase Agreement dated as
of November 7, 2008, among The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee,
First National Funding LLC, as Transferor, First National



 









 







Bank of Omaha, individually and as Servicer, Amsterdam, Windmill, RBS and the other financial
institutions from time to time parties thereto as APA Banks, as amended.



     “VFN Series 2004-1 Class A Notes” means First National Master Note Trust VFN Series 2004-1
Class A Asset Backed Notes issued pursuant to the Amended and Restated Indenture Supplement, dated
as of June 27, 2008, between First National Master Note Trust and The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N..A.), as Indenture Trustee.



     “VFN Series 2004-1 Class B Notes” means First National Master Note Trust VFN Series 2004-1
Class B Asset Backed Notes issued pursuant to the Amended and Restated Indenture Supplement, dated
as of June 27, 2008, between First National Master Note Trust and The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N..A.), as Indenture Trustee.



     “VFN Series 2004-1 Class C Notes” means First National Master Note Trust VFN Series 2004-1
Class C Asset Backed Notes issued pursuant to the Amended and Restated Indenture Supplement, dated
as of June 27, 2008, between First National Master Note Trust and The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N..A.), as Indenture Trustee.



     “VFN Series 2004-1 Class D Notes” means First National Master Note Trust VFN Series 2004-1
Class D Asset Backed Notes issued pursuant to the Amended and Restated Indenture Supplement, dated
as of June 27, 2008, between First National Master Note Trust and The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N..A.), as Indenture Trustee.



     “VFN Series 2008-2 Class A Notes” means First National Master Note Trust VFN Series 2008-2
Class A Asset Backed Notes issued pursuant to the VFN Series 2008-2 Indenture Supplement, dated as
of October 8, 2008, between First National Master Note Trust and The Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee.



     “VFN Series 2008-2 Class B Notes” means First National Master Note Trust VFN Series 2008-2
Class B Asset Backed Notes issued pursuant to the VFN Series 2008-2 Indenture Supplement, dated as
of October 8, 2008, between First National Master Note Trust and The Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee.



     “VFN Series 2008-2 Class C Notes” means First National Master Note Trust VFN Series 2008-2
Class C Asset Backed Notes issued pursuant to the VFN Series 2008-2 Indenture Supplement, dated as
of October 8, 2008, between First National Master Note Trust and The Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee.



     “VFN Series 2008-2 Class D Notes” means First National Master Note Trust VFN Series 2008-2
Class D Asset Backed Notes issued pursuant to the VFN Series 2008-2 Indenture Supplement, dated as
of October 8, 2008, between First National Master Note Trust and The Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee



 









 





     “VFN Series 2008-3 Class A Notes” means First National Master Note Trust VFN Series 2008-3
Class A Asset Backed Notes issued pursuant to the VFN Series 2008-3 Indenture Supplement, dated as
of November 7, 2008, between First National Master Note Trust and The Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee.



     “VFN Series 2008-3 Class B Notes” means First National Master Note Trust VFN Series 2008-3
Class B Asset Backed Notes issued pursuant to the VFN Series 2008-3 Indenture Supplement, dated as
of November 7, 2008, between First National Master Note Trust and The Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee.



     “VFN Series 2008-3 Class C Notes” means First National Master Note Trust VFN Series 2008-3
Class C Asset Backed Notes issued pursuant to the VFN Series 2008-3 Indenture Supplement, dated as
of November 7, 2008, between First National Master Note Trust and The Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee.



     “VFN Series 2008-3 Class D Notes” means First National Master Note Trust VFN Series 2008-3
Class D Asset Backed Notes issued pursuant to the VFN Series 2008-3 Indenture Supplement, dated as
of November 7, 2008, between First National Master Note Trust and The Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee.



     “VFN Series 2004-1 Subordinated Note Purchase Agreement” or “VFN Series 2004-1 Subordinated
Note Purchase Agreements” means:




     (i) in the singular form, any of the following: (a) the Note Purchase
Agreement dated as of June 27, 2008, among The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as
Indenture Trustee, First National Funding LLC, as Transferor, First National Bank of
Omaha, as Servicer, and the VFN Series 2004-1 Subordinated Noteholder, as the Class
B Noteholder (the “VFN Series 2004-1 Class B Note Purchase Agreement”), (b) the Note
Purchase Agreement dated as of June 27, 2008, among The Bank of New York Mellon
Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as
Indenture Trustee, First National Funding LLC, as Transferor, First National Bank of
Omaha, as Servicer, and the VFN Series 2004-1 Subordinated Noteholder, as the Class
C Noteholder, (the “VFN Series 2004-1 Class C Note Purchase Agreement”) and (c) the
Note Purchase Agreement dated as of June 27, 2008, among The Bank of New York Mellon
Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.),,
as Indenture Trustee, First National Funding LLC, as Transferor, First National Bank
of Omaha, as Servicer, and the VFN Series 2004-1 Subordinated Noteholder, as the
Class D Noteholder, as amended (the “VFN Series 2004-1 Class D Note Purchase
Agreement”); and




     (ii) in the plural form, the VFN Series 2004-1 Class B Note Purchase Agreement,
the VFN Series 2004-1 Class C Note Purchase Agreement and the VFN Series 2004-1
Class D Note Purchase Agreement.



 









 





     “VFN Series 2008-2 Subordinated Note Purchase Agreement” or “VFN Series 2008-2 Subordinated
Note Purchase Agreements” means:




     (i) in the singular form, any of the following: (a) the Note Purchase
Agreement dated as of October 8, 2008, among The Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee, First National Funding LLC, as Transferor,
First National Bank of Omaha, as Servicer, and the VFN Series 2008-2 Subordinated
Noteholder, as the Class B Noteholder, as amended (the “VFN Series 2008-2 Class B
Note Purchase Agreement”), (b) the Note Purchase Agreement dated as of October 8,
2008, among The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee,
First National Funding LLC, as Transferor, First National Bank of Omaha, as
Servicer, and the VFN Series 2008-2 Subordinated Noteholder, as the Class C
Noteholder, as amended, (the “VFN Series 2008-2 Class C Note Purchase Agreement”)
and (c) the Note Purchase Agreement dated as of October 8, 2008, among The Bank of
New York Mellon Trust Company, N.A., as Indenture Trustee, First National Funding
LLC, as Transferor, First National Bank of Omaha, as Servicer, and the VFN Series
2008-2 Subordinated Noteholder, as the Class D Noteholder, as amended (the “VFN
Series 2008-2 Class D Note Purchase Agreement”); and




     (ii) in the plural form, the VFN Series 2008-2 Class B Note Purchase Agreement,
the VFN Series 2008-2 Class C Note Purchase Agreement and the VFN Series 2008-2
Class D Note Purchase Agreement.



     “VFN Series 2008-3 Subordinated Note Purchase Agreement” or “VFN Series 2008-3 Subordinated
Note Purchase Agreements” means




     (i) in the singular form, any of the following: (a) the Note Purchase
Agreement dated as of November 7, 2008, among The Bank of New York Mellon Trust
Company, N.A., as Indenture Trustee, First National Funding LLC, as Transferor,
First National Bank of Omaha, as Servicer, and the VFN Series 2008-3 Subordinated
Noteholder, as the Class B Noteholder, as amended (the “VFN Series 2008-3 Class B
Note Purchase Agreement”), (b) the Note Purchase Agreement dated as of November 7,
2008, among The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee,
First National Funding LLC, as Transferor, First National Bank of Omaha, as
Servicer, and the VFN Series 2008-3 Subordinated Noteholder, as the Class C
Noteholder, as amended, (the “VFN Series 2008-3 Class C Note Purchase Agreement”)
and (c) the Note Purchase Agreement dated as of November 7, 2008, among The Bank of
New York Mellon Trust Company, N.A., as Indenture Trustee, First National Funding
LLC, as Transferor, First National Bank of Omaha, as Servicer, and the VFN Series
2008-3 Subordinated Noteholder, as the Class D Noteholder, as amended (the “VFN
Series 2008-3 Class D Note Purchase Agreement”); and




     (ii) in the plural form, the VFN Series 2008-3 Class B Note Purchase Agreement,
the VFN Series 2008-3 Class C Note Purchase Agreement and the VFN Series 2008-3
Class D Note Purchase Agreement.



 









 





     SECTION 2. AMENDMENT. Section 1(b) of the Agreement is hereby amended by adding
clause (vi) as follows:




     (vi) With respect to any Class of Notes which are “eligible collateral” under
the Federal Reserve Bank of New York’s Term Asset Backed Loan Facility (“TALF”), the
Administrator is hereby authorized, on behalf of the Issuer, to prepare, negotiate,
execute and deliver to the appropriate persons any certifications, undertakings,
notices, authorizations, agreements or other written instruments of any kind
required, or that it deems advisable, to be provided by the Issuer under TALF or
required to be provided by the Issuer by the underwriters for the related Class of
Notes, any underwriters acting as “primary dealers” under TALF for the related Class
of Notes, the accountants providing the auditor’s attestation under TALF or any
other person.



     SECTION 3. REPRESENTATIONS AND WARRANTIES OF RANGER AND BOFA. (a) Each of Ranger and BofA
hereby represents and warrants to the Administrator, the Owner Trustee and the Transferor that
Ranger is the sole Class A Investor and neither of them has assigned, sold or otherwise
transferred, all or any portion of the VFN Series 2004-1 Class A Notes or its rights and
obligations under the VFN Series 2004-1 Class A Note Purchase Agreement to any Class A Alternate
Investor, Conduit Assignee, Participant or any other Person.



     (b) BofA hereby represents and warrants to the Administrator, Owner Trustee and the Transferor
that (i) it is 100% holder of the VFN Series 2004-1 Class A Notes, (ii) it has not assigned, sold
or otherwise transferred, all or any portion of the VFN Series 2004-1 Class A Notes or its rights
and obligations under the VFN Series 2004-1 Class A Note Purchase Agreement to any Class A Conduit
Investor, Class A Alternate Investor, Conduit Assignee, Participant or any other Person and (iii)
it is the Majority Noteholder.



     SECTION 4. REPRESENTATIONS AND WARRANTIES OF FALCON, PARK AVENUE AND JPMORGAN. (a) Each of
Falcon, Park Avenue and JPMorgan hereby represents and warrants to the Administrator, the Owner
Trustee and the Transferor that Falcon and Park Avenue are the sole Class A Investors and none of
them has assigned, sold or otherwise transferred, all or any portion of the VFN Series 2008-2 Class
A Notes or its rights and obligations under the VFN Series 2008-2 Class A Note Purchase Agreement
to any APA Bank, Support Provider, affiliate of JPMorgan, Conduit Assignee, Participant or any
other Person.



     (b) JPMorgan hereby represents and warrants to the Administrator, Owner Trustee and the
Transferor that (i) it is 100% holder of the VFN Series 2008-2 Class A Notes, (ii) it has not
assigned, sold or otherwise transferred, all or any portion of the VFN Series 2008-2 Class A Notes
or its rights and obligations under the VFN Series 2008-2 Class A Note Purchase Agreement to any
APA Bank, Support Provider, affiliate, Conduit Assignee, Participant or any other Person and (iii)
it is the Majority Noteholder.



     SECTION 5. REPRESENTATIONS AND WARRANTIES OF AMSTERDAM, WINDMILL AND RBS. (a) Each of
Amsterdam, Windmill and RBS hereby represents and warrants to the Administrator, the Owner Trustee
and the Transferor that Amsterdam and Windmill are the sole Class A Investors under the VFN Series
2008-3 Class A Note Purchase



 









 







Agreement and none of them has assigned, sold or otherwise transferred, all or any portion of
the VFN Series 2008-3 Class A Notes or its rights and obligations under the VFN Series 2008-3 Class
A Note Purchase Agreement to any CP Vehicle, APA Bank, Conduit Assignee, Participant or any other
Person.



     (b) RBS hereby represents and warrants to the Administrator, Owner Trustee and the Transferor
that (i) it is 100% holder of the VFN Series 2008-3 Class A Notes, (ii) it has not assigned, sold
or otherwise transferred, all or any portion of the VFN Series 2008-3 Class A Notes or its rights
and obligations under the VFN Series 2008-3 Class A Note Purchase Agreement to any CP Vehicle, APA
Bank, Conduit Assignee, Participant or any other Person and (iii) it is the Majority Noteholder.



     (c) Capitalized terms used in this Section and not defined in this Amendment shall have the
meanings assigned to such terms in the VFN Series 2008-3 Class A Note Purchase Agreement.



     SECTION 6. REPRESENTATIONS AND WARRANTIES OF VFN SERIES 2004-1 SUBORDINATED NOTEHOLDER. The
VFN Series 2004-1 Subordinated Noteholder hereby represents and warrants to the Administrator, the
Owner Trustee and the Transferor that (a) it is the 100% holder of the VFN Series 2004-1 Class B
Notes, the VFN Series 2004-1 Class C Notes and the VFN Series 2004-1 Class D Notes (collectively,
the “VFN Series 2004-1 Subordinated Notes”), (b) it is the Majority Noteholder under each of the
VFN Series 2004-1 Subordinated Note Purchase Agreements and (iii) it has not assigned, sold or
otherwise transferred, all or any portion of the VFN Series 2004-1 Subordinated Notes.



     SECTION 7. REPRESENTATIONS AND WARRANTIES OF VFN SERIES 2008-2 SUBORDINATED NOTEHOLDER. The
VFN Series 2008-2 Subordinated Noteholder hereby represents and warrants to the Administrator, the
Owner Trustee and the Transferor that (a) it is the 100% holder of the VFN Series 2008-2 Class B
Notes, the VFN Series 2008-2 Class C Notes and the VFN Series 2008-2 Class D Notes (collectively,
the “VFN Series 2008-2 Subordinated Notes”), (b) it is the Majority Noteholder under each of the
VFN Series 2008-2 Subordinated Note Purchase Agreements and (iii) it has not assigned, sold or
otherwise transferred, all or any portion of the VFN Series 2008-2 Subordinated Notes.



     SECTION 8. REPRESENTATIONS AND WARRANTIES OF VFN SERIES 2008-3 SUBORDINATED NOTEHOLDER. The
VFN Series 2008-3 Subordinated Noteholder hereby represents and warrants to the Administrator, the
Owner Trustee and the Transferor that (a) it is the 100% holder of the VFN Series 2008-3 Class B
Notes, the VFN Series 2008-3 Class C Notes and the VFN Series 2008-3 Class D Notes (collectively,
the “VFN Series 2008-3 Subordinated Notes”), (b) it is the Majority Noteholder under each of the
VFN Series 2008-3 Subordinated Note Purchase Agreements and (iii) it has not assigned, sold or
otherwise transferred, all or any portion of the VFN Series 2008-3 Subordinated Notes.



     SECTION 9. EFFECTIVENESS. This Amendment shall become effective as of the date first
set above.



 









 





     SECTION 10. LIMITATION ON THE LIABILITY OF OWNER TRUSTEE. Except with respect to its
Consent to this Amendment which is in its individual capacity pursuant to Section 11 of the
Agreement, this Amendment has been signed by Wilmington Trust Company on behalf of the Issuer, not
in its individual capacity, but solely in its capacity as Owner Trustee of Issuer. In no event
shall Wilmington Trust Company in its individual capacity or any beneficial owner of Issuer have
any liability for the representations, warranties, covenants, agreements or other obligations of
Issuer hereunder, as to which all recourse shall be had solely to the assets of the Issuer. For
all purposes of this Amendment, in the performance of any duties or obligations hereunder, 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 11. MISCELLANEOUS. (a) As herein amended, the Agreement (as so amended, the
“Amended Agreement”), shall remain in full force and effect and is hereby ratified and confirmed in
all respects. After the effectiveness hereof, all references in the Agreement to “the Agreement,”
“this Agreement,” “hereof” “hereto” or words of similar import shall in each case be deemed to
refer to the Amended Agreement.



     (b) This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same agreement.



     (c) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA,
WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



[REMAINDER OF THIS PAGE INTENTIONALLY BLANK]




 









 





     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the date hereof.



	 	 	 	 	 
	 	FIRST NATIONAL MASTER NOTE TRUST,
 	 
	 	as Issuer
 
	 	By 	
WILMINGTON TRUST COMPANY,

not in its individual capacity but solely as Owner Trustee

 	 
	 	/s/ Jennifer A. Luce
 	 
	 	Name Jennifer A. Luce 	 
	 	Title Assistant Vice President 	 
	 
	 	FIRST NATIONAL BANK OF OMAHA,

as Administrator

 	 
	 	By  	/s/ Timothy D. Hart
 	 
	 	 	Timothy D. Hart 	 
	 	 	Senior Vice President 	 
	 



	 	 	 	 	 
	Acknowledged and accepted:


FIRST NATIONAL FUNDING LLC,

as Transferor


By First National Funding Corporation,

as Managing Member

 	 	 
	By  	/s/ Karlyn M. Knieriem
 	 	 
	 	Karlyn M. Knieriem 	 	 
	 	Senior Vice President 	 	 
	 




 









 





CONSENT




     The undersigned hereby consents to the Amendment set forth above. Signed this 18th
day of May, 2009.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY

 	 
	 	By:  	/s/  Jennifer A. Luce
 	 
	 	 	Name:  	Jennifer A. Luce                  	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	RANGER FUNDING COMPANY LLC

 	 
	 	By:  	/s/  Doris J. Hearn
 	 
	 	 	Name:  	Doris J. Hearn 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/  Steven Maysonet
 	 
	 	 	Name:  	Steven Maysonet 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	FALCON ASSET SECURITIZATION COMPANY LLC

 	 
	 	By:  	/s/  Scott Cornelis
 	 
	 	 	Name:  	Scott Cornelis 	 
	 	 	Title:  	Vice President 	 
	 
	 	PARK AVENUE RECEIVABLES COMPANY, LLC

 	 
	 	By:  	/s/  Scott Cornelis
 	 
	 	 	Name:  	Scott Cornelis 	 
	 	 	Title:  	Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/  Scott Cornelis
 	 
	 	 	Name:  	Scott Cornelis 	 
	 	 	Title:  	Vice President 	 
	 
	 	AMSTERDAM FUNDING CORPORATION

 	 
	 	By:  	/s/  Bernard J. Angelo
 	 
	 	 	Name:  	Bernard J. Angelo 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	WINDMILL FUNDING CORPORATION

 	 
	 	By:  	/s/  Bernard J. Angelo
 	 
	 	 	Name:  	Bernard J. Angelo 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC



By: RSB Securities, Inc., as agent

 	 
	 	By:  	/s/  David Viney
 	 
	 	 	Name:  	David Viney 	 
	 	 	Title:  	Managing Director 	 
	 
	 	FIRST NATIONAL BANK OF OMAHA, as VFN Series 2004-1 Subordinated Noteholder, as

VFN Series 2008-2 Subordinated Noteholder and as VFN Series 2008-3 Subordinated Noteholder

 	 
	 	By:  	/s/  Timothy D. Hart
 	 
	 	 	Name:  	Timothy D. Hart 	 
	 	 	Title:  	Senior Vice President