exv4w1






Exhibit 4.1




EXECUTION COPY




 

 








SERIES 2009-1 INDENTURE SUPPLEMENT

Dated as of June 9, 2009




to




MASTER INDENTURE

Dated as of October 24, 2002




 






FIRST NATIONAL MASTER NOTE TRUST,

Issuer,




and




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

Indenture Trustee on behalf of the Noteholders




 






FIRST NATIONAL MASTER NOTE TRUST




 

 








 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 	 	 
	CREATION OF THE SERIES 2009-1 NOTES	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 
	 	 	 	 	 	 
	DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 
	 	 	 	 	 	 
	NOTEHOLDER SERVICING FEE

	 
	 	 	 	 	 	 
	Section 3.01.
	 	Servicing Compensation	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 	 	 
	RIGHTS OF 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	 	 	19	 
	Section 4.04.
	 	Application of Available Finance Charge Collections and Available Principal Collections	 	 	19	 
	Section 4.05.
	 	Investor Charge-Offs	 	 	23	 
	Section 4.06.
	 	Reallocated Principal Collections	 	 	23	 
	Section 4.07.
	 	Excess Finance Charge Collections	 	 	23	 
	Section 4.08.
	 	Excess Principal Collections	 	 	24	 
	Section 4.09.
	 	Certain Series Accounts	 	 	24	 
	Section 4.10.
	 	Reserve Account	 	 	26	 
	Section 4.11.
	 	Spread Account	 	 	27	 
	Section 4.12.
	 	Investment Instructions	 	 	29	 
	Section 4.13.
	 	Accumulation Period	 	 	29	 
	Section 4.14.
	 	Suspension of Accumulation Period	 	 	30	 
	Section 4.15.
	 	Determination of LIBOR	 	 	31	 
	Section 4.16.
	 	Interchange	 	 	32	 
	Section 4.17.
	 	Foreign Accounts	 	 	33	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 
	 	 	 	 	 	 
	DELIVERY OF NOTES; DISTRIBUTIONS; REPORTS TO NOTEHOLDERS

	 
	 	 	 	 	 	 
	Section 5.01.
	 	Delivery and Payment for the Series 2009-1 Notes	 	 	33	 
	Section 5.02.
	 	Distributions	 	 	33	 
	Section 5.03.
	 	Reports and Statements to Series 2009-1 Noteholders	 	 	34	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE VI

	 
	 	 	 	 	 	 
	SERIES 2009-1 PAY OUT EVENTS

	 
	 	 	 	 	 	 
	Section 6.01.
	 	Series 2009-1 Pay Out Events	 	 	35	 
	Section 6.02.
	 	Notice of Series 2009-1 Pay Out Events	 	 	38	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 	 	 
	REDEMPTION; FINAL DISTRIBUTIONS; SERIES TERMINATION

	 
	 	 	 	 	 	 
	Section 7.01.
	 	Optional Redemption of Series 2009-1 Notes; Final Distributions	 	 	36	 
	Section 7.02.
	 	Series Termination	 	 	38	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 	 	 
	MISCELLANEOUS PROVISIONS

	 
	 	 	 	 	 	 
	Section 8.01.
	 	Ratification of Indenture; Amendments	 	 	38	 
	Section 8.02.
	 	Form of Delivery of the Notes	 	 	38	 
	Section 8.03.
	 	Counterparts	 	 	39	 
	Section 8.04.
	 	Governing Law	 	 	39	 
	Section 8.05.
	 	Limitation of Liability	 	 	39	 
	Section 8.06.
	 	Rights of Indenture Trustee	 	 	39	 
	Section 8.07.
	 	Additional Requirements for Registration of and Limitations on Transfer and Exchange of Notes	 	 	39	 






	 	 	 
	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
	 	FORM OF CLASS D NOTE
	EXHIBIT B
	 	FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION TO INDENTURE TRUSTEE
	EXHIBIT C
	 	FORM OF MONTHLY REPORT TO NOTEHOLDERS
	EXHIBIT D
	 	FORM OF MONTHLY SERVICER’S CERTIFICATE
	EXHIBIT E
	 	FORM OF INVESTOR CERTIFICATION







ii











 





SERIES 2009-1 INDENTURE SUPPLEMENT




     SERIES 2009-1 INDENTURE SUPPLEMENT, dated as of June 9, 2009 (the “Indenture Supplement”),
between FIRST NATIONAL MASTER NOTE TRUST, a statutory trust organized and existing under the laws
of the State of Delaware (herein, “Issuer” or the “Trust”), and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking
association, duly organized and existing under the laws of the United States, 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 October 24, 2002, and amended by the First Amendment to Master
Indenture, dated as of November 17, 2003 (as amended, the “Indenture”), between Issuer and
Indenture Trustee.



     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 2009-1 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
2009-1” or the “Series 2009-1 Notes.” The Series 2009-1 Notes shall be issued in four Classes,
known as the “Class A Asset Backed Notes, Series 2009-1,” the “Class B Asset Backed Notes, Series
2009-1,” the “Class C Asset Backed Notes, Series 2009-1” and the “Class D Asset Backed Notes,
Series 2009-1”; provided, however, with respect to Section 2.11(b)(vi) of the Indenture and the Tax
Opinion specified therein, clause (d) of the defined term “Tax Opinion” shall not be a condition
precedent to the issuance of the “Class B Asset Backed Notes, Series 2009-1,” “Class C Asset Backed
Notes, Series 2009-1” or “Class D Asset Backed Notes, Series 2009-1.”



     Series 2009-1 shall be included in Group One and shall be a Principal Sharing Series. Series
2009-1 shall be an Excess Allocation Series with respect to Group One only. Series 2009-1 shall
not be subordinated to any other Series. Series 2009-1 shall not be a Paired 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 Section 4.13.



     “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 2009-1 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 2009-1; 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
Balance 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



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Collections or Default Amounts, as applicable, for all outstanding Series and all
outstanding PSA Series (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 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 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 2009-1 for such Monthly Period, plus (c) Principal
Accumulation Investment Earnings, if any, with respect to the related Transfer Date, plus (d)
amounts on deposit in the Reserve Account and Spread 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) and 4.11(g).



     “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
allocated from other Series to Series 2009-1 for such Monthly Period, plus (d) the aggregate amount
to be treated as Available Principal Collections pursuant to subsections 4.04(a)(vi) and (vii) 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 (including Investment Earnings to the extent retained in the
Reserve Account pursuant to subsection 4.10(b) on such date or any prior Transfer Date, and 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 (calculated by assuming that Interchange allocated to Series 2009-1 equals or exceeds
Servicer Interchange for such Monthly Period), 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.



     “Class A Default Interest” is defined in subsection 4.02(a).



     “Class A Interest Shortfall” is defined in subsection 4.02(a).



     “Class A Monthly Interest Payment” is defined in subsection 4.02(a).



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     “Class A Note Initial Principal Balance” means $600,000,000.



     “Class A Note Interest Rate” means a per annum rate of 1.35% 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 Available Finance Charge Collections
applied to pay such amount pursuant to subsection 4.04(a).



     “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 $112,500,000.



     “Class B Note Interest Rate” means a per annum rate equal to 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 Note Purchase Agreement” means the Note Purchase Agreement between the Transferor,
the Servicer, the Indenture Trustee and the Class B Noteholder (or Class B Noteholders) pursuant to
which the Class B Noteholder (or Class B Noteholders) agreed to purchase the Class B Notes, as such
agreement may be amended, amended and restated, or otherwise modified.



     “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.



4









 





     “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 Available Finance Charge Collections
applied to pay such amount pursuant to subsection 4.04(a).



     “Class C Default Interest” is defined in subsection 4.02(c).



     “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 $49,342,000.



     “Class C Note Interest Rate” means a per annum rate equal to 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 that certain Note Purchase Agreement between the
Transferor, the Servicer, the Indenture Trustee and the Class C Noteholder (or Class C Noteholders)
pursuant to which the Class C Noteholder (or Class C Noteholders) agreed to purchase the Class C
Notes, as such agreement may be amended, amended and restated, or otherwise modified.



     “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.



     “Class C Required Amount” means, for any Distribution Date, an amount equal to the excess of
the amounts described in subsection 4.04(a)(iv) over the Available Finance Charge Collections
applied to pay such amount pursuant to subsection 4.04(a).



     “Class D Default Interest” is defined in subsection 4.02(c).



     “Class D Interest Shortfall” is defined in subsection 4.02(d).



     “Class D Monthly Interest Payment” is defined in subsection 4.02(d).



     “Class D Note Initial Principal Balance” means $27,632,000.



     “Class D Note Interest Rate” means a per annum rate equal to LIBOR as determined on the LIBOR
Determination Date for the applicable Interest Period.



     “Class D Note Principal Balance” means, on any date of determination, an amount equal to (a)
the Class D Note Initial Principal Balance, minus (b) the aggregate amount of principal payments
made to Class D Noteholders on or prior to such date.



5









 





     “Class D Note Purchase Agreement” means the Note Purchase Agreement between the Transferor,
the Servicer, the Indenture Trustee and the Class D Noteholder (or Class D Noteholders) pursuant to
which the Class D Noteholder (or Class D Noteholders) agreed to purchase the Class D Notes, as such
agreement may be amended, amended and restated, or otherwise modified.



     “Class D Noteholder” means the Person in whose name a Class D Note is registered in the Note
Register.



     “Class D 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-4.



     “Closing Date” means June 9, 2009.



     “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
2009-1 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)(vii) prior to
such date.



     “Controlled Accumulation Amount” means, (a) for any Transfer Date with respect to the
Accumulation Period an amount equal to one-twelfth 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 twelve (12) months pursuant to Section 4.13 or 4.14, 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 Transfer Date shall not exceed
the Note Principal Balance minus any amount already on deposit in the Principal Accumulation
Account on such Transfer Date.



     “Controlled Accumulation Date” means May 1, 2010, or such later date as is determined in
accordance with Sections 4.13 and 4.14.



     “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



6









 







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 plus (d) 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 D 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, Class B Principal Balance and the
Class C 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, an amount equal to the sum of Class A
Default Interest, Class B Default Interest, Class C Default Interest and Class D 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 Obligor, (b) because such Receivable was created in respect of merchandise which was refused
or returned by an Obligor, (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).



     “Distribution Date” means July 15, 2009 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 Servicing Fee” means, for each Distribution Date following a Servicer Default and the
appointment of a Successor Servicer, an amount equal to one-twelfth of the product of the
Collateral Amount as of the last day of the preceding Monthly Period and the excess of the market
rate servicing fee percentage determined by Indenture Trustee over the Series Servicing Fee
Percentage plus, if the Indenture Trustee is the Successor Servicer, an amount equal to the amount
of the reduction to the applicable Noteholder Servicing Fee pursuant to the second proviso in
Section 3.01 which is attributable to the fact that Interchange included in Finance



7









 







Charge Collections for the Related Monthly Period and allocated to Series 2009-1 is less than
Servicer Interchange for such Monthly Period. Indenture Trustee may determine the market rate
servicing fee percentage by soliciting three or more written bids from qualified successor
servicers and averaging the rates offered in the bids.



     “Excess Spread Percentage” means Net Yield.



     “Expected Principal Payment Date” means May 16, 2011.



     “Finance Charge Account” is defined in Section 4.09(a).



     “Finance Charge Collections” means Collections of Finance Charge Receivables.



     “Finance Charge Shortfall” means, for any Distribution Date and the related Transfer Date, an
amount equal to the excess, if any, of (a) the full amount required to be deposited or distributed,
without duplication, pursuant to subsections 4.04(a)(i) through (xiii) on such dates over (b)
amounts available for such deposits and distributions from the Available Finance Charge Collections
for the Related Monthly Period (excluding any portion thereof attributable to Excess Finance Charge
Collections).



     “Fitch” means Fitch, Inc., or any successor that is a nationally recognized statistical rating
organization.



     “Foreign Account” means an Account, which as of July 31, 1995 (or, with respect to Additional
Accounts, as of the relevant Addition Date) was an Eligible Account, but subsequent to such date
the Obligor of which has provided, as its most recent billing address, an address which is not
located in the United States or its territories or possessions.



     “Group One” means Series 2009-1 and each other Series specified in the related Indenture
Supplement to be included in Group One.



     “Initial Collateral Amount” means $789,474,000.



     “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
(or, in the case of the first Interest Period, to but excluding July 15, 2009).



     “Investment Earnings” means, for any Transfer Date (and the related Distribution Date), all
interest and earnings on Permitted Investments included in the applicable Series Account (net of
losses and investment expenses) during the period commencing on and including the Transfer Date
immediately preceding such Transfer Date and ending on but excluding such Transfer 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.



8









 





     “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) Finance
Charge Collections 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) Principal Collections
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 4.15.



     “LIBOR Determination Date” means (i) June 5, 2009 for the first Interest Period 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, the Class C Monthly Interest Payment and the Class D
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 July 15, 2009 Distribution Date shall mean the
period from and including the Closing Date to and including the last day of June 30, 2009.



     “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) 24.00% 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) 9.75% 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 determined pursuant to
clause (a) above) and (B) zero; and



9









 






(c) the lower of (i) the Class C Required Amount and (ii) the greater of (A)(x) the product
of (I) 3.50% 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), unreimbursed Reallocated Principal Collections (as of the previous Distribution
Date) and any amounts determined pursuant to clauses (a) and (b) 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, the Class C Note Principal
Balance and the Class D Note Principal Balance or, with respect to a particular Class, the Class A
Note Principal Balance, the Class B Note Principal Balance, the Class C Note Principal Balance or
the Class D Note Principal Balance.



     “Note Purchase Agreement” means the Class B Note Purchase Agreement, the Class C Note Purchase
Agreement or the Class D Note Purchase Agreement, as applicable.



     “Noteholder Servicing Fee” is defined in Section 3.01.



     “Paired Series” means a Series that has been paired with Series 2009-1 (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.



     “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 (i) the Available Finance Charge Collections
(excluding any Excess Finance Charge Collections and any amounts withdrawn from the Spread Account,
except that Excess Finance Charge Collections from other Series applied for the benefit of Series
2009-1 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.



     “Principal Account” is defined in subsection 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 Earnings” means, with respect to each Transfer Date, the
Investment Earnings, if any, on funds in the Principal Accumulation Account.



10









 





     “Principal Collections” means Collections of Principal Receivables.



     “Principal Shortfall” means (a) for any Distribution Date (and related Transfer Date), with
respect to the Revolving Period, zero, (b) for any Distribution Date (and related Transfer Date),
with respect to the Accumulation Period, an amount equal to the excess, if any, of the Controlled
Deposit Amount with respect to such date over the amount of Available Principal Collections for the
Related Monthly Period (excluding any portion thereof attributable to Excess Principal Collections)
and (c) for any Distribution Date (and related Transfer Date), with respect to the Rapid
Amortization Period, an amount equal to the excess, if any, of the Collateral Amount with respect
to such Transfer Date over the amount of Available Principal Collections for the Related Monthly
Period (excluding any portion thereof attributable to Excess Principal Collections).



     “QIB” means a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act.



     “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
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.



     “Qualified Maturity Agreement Institution” means a counterparty having short-term debt ratings
of no less than “P-1/A-1+/F-1+” by Moody’s, Standard & Poor’s and Fitch, respectively, or long-term
unsecured ratings of no less than “Aa3” by Moody’s,
“AA-” by Standard & Poor’s and “AA-” by Fitch.



     “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 July, 2009 and August, 2009
Distribution Dates, the Net Yields for April and May, 2009 shall be deemed to be 4.10% and 3.94%,
respectively.



     “Rapid Amortization Period” means the period commencing on the date on which a Trust Pay Out
Event or a Series 2009-1 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 2009-1
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 2009-1 Noteholders on a
prior Distribution Date.



11









 





     “Reference Banks” means four major banks in the London interbank market selected by Servicer.



     “Required Reserve Account Amount” means, for any Transfer Date on or after the Reserve Account
Funding Date, an amount equal to (a) 0.50% 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 2009-1.



     “Required Retained Transferor Percentage” means, for purposes of Series 2009-1, 4%.



     “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 sum of the Class C Note Principal Balance plus the Class D 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 sum of the Class C Note Principal
Balance plus the Class D Note Principal Balance on such date of determination.



     “Reserve Account” is defined in subsection 4.09(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
three months prior to the commencement of the Accumulation Period (which commencement shall be
subject to postponement pursuant to Section 4.14); (b) the first Transfer Date for which the
Quarterly Net Yield is less than 2%, 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 twelve months prior to the commencement of the Accumulation Period; (c) the first
Transfer Date for which the Quarterly Net Yield is less than 3%, 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 six months prior to the commencement of the Accumulation Period;
and (d) the first Transfer Date for which the Quarterly Net Yield is less than 4%, 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 four 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,
further, that if a Qualified Maturity Agreement has been assigned to the Indenture Trustee in
accordance with the provisions of Section 4.14, the Reserve Account Funding Date shall be the
Distribution Date immediately following the date on which a Qualified Maturity Agreement is
terminated if (w) such Qualified Maturity Agreement is terminated because the provider of such
Qualified



12









 







Maturity Agreement ceases to qualify as a Qualified Maturity Agreement Institution, (x) such
Qualified Maturity Agreement is terminated prior to the earlier of the Expected Principal Payment
Date and the commencement of the Rapid Amortization Period, (y) such Qualified Maturity Agreement
is terminated after the later of the last day of the April, 2010 Monthly Period and, at the
election of Transferor, the date to which the commencement of the Accumulation Period may be
postponed pursuant to Section 4.13 (as determined on the date of such termination) and (z)
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 Earnings for such Transfer 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
Indenture), in each case relating to Additional Accounts;




     (b) each Removal Date and each “Removal Date” (as such term is defined in the Transfer
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; and




     (d) each date on which a new Series or Class of Notes is issued.



     “Reuters Screen LIBOR01 Page” means the display page currently so designated on the Reuters
system (or such page as may replace that page in that service for the purpose of displaying
comparable rates or prices).



     “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 2009-1” means the Series of Notes the terms of which are specified in this Indenture
Supplement.



     “Series 2009-1 Final Maturity Date” means the May 15, 2014 Distribution Date or, if earlier,
the date of termination of the Trust.



     “Series 2009-1 Note” means a Class A Note, a Class B Note, a Class C Note or a Class D Note.



13









 





     “Series 2009-1 Noteholder” means a Class A Noteholder, a Class B Noteholder, a Class C
Noteholder or a Class D Noteholder.



     “Series 2009-1 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
2009-1 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 2009-1 Final Maturity Date.



     “Servicer Interchange” means, with respect to any Monthly Period, an amount equal to
one-twelfth of the product of (a) 1.50% and (b) the Collateral Amount as of the last day of the
preceding Monthly Period; provided, however, that Servicer Interchange for the July 15, 2009
Distribution Date shall be $723,685.00.



     “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 the Available Finance Charge
Collections applied to pay such amount pursuant to subsection 4.04(a).



     “Spread Account” is defined in subsection 4.11(a).



     “Spread Account Deficiency” means the excess, if any, of the Required Spread Account Amount
over the Available Spread Account Amount.



     “Spread Account Percentage” means, for any Distribution Date, the applicable percentage
specified in the Class C Note Purchase Agreement and the Class D Note Purchase Agreement.



     “Uncovered Dilution Amount” means, for any Distribution Date, an amount equal to the product
of (a) the Series Allocation Percentage for the Related Monthly Period times (b) 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 of the Transfer and Servicing



14









 







Agreement but has not been made (either directly by the Transferor or from Principal
Collections otherwise distributable to the Holder of the Transferor Interest).



     Each capitalized term defined herein shall relate to the Series 2009-1 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 1.02 of the 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 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
2009-1 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 $964,913.00; provided, further,
that if FNBO 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 Finance Charge Collections allocable to the Series 2009-1 Notes with
respect to such Monthly Period pursuant to Section 4.16 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 Series (as provided in the related Indenture Supplements) and in no event
shall Issuer, Indenture Trustee or the Series 2009-1 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 NOTEHOLDERS AND ALLOCATION

AND APPLICATION OF COLLECTIONS




     Section 4.01. Collections and Allocations.




     (a) Finance Charge Collections, Principal Collections and Receivables in Defaulted
Accounts shall be allocated and distributed to Series 2009-1 as set forth in this Article.




     (b) On each Date of Processing, Servicer shall allocate to the Series 2009-1
Noteholders the following amounts as set forth below:




     (i) Allocations of Finance Charge Collections. An amount equal to the Investor
Finance Charge Collections processed on each Date of Processing



15









 







shall be allocated to the Series 2009-1 Noteholders and, first, deposited to
the Finance Charge Account to the extent required by Section 8.04 of the Indenture
and subsection 4.01(c) below, and, second, paid to the Holder of the Transferor
Interest.




     (ii) Allocations of Principal Collections.




     (A) Allocations During the Revolving Period.




     (1) During the Revolving Period an amount equal to the Investor
Principal Collections processed on each Date of Processing, shall be
allocated to the Series 2009-1 Noteholders and, first, if any other
Principal Sharing Series is outstanding and in its accumulation
period or amortization period, deposited to and retained in the
Principal Account to the extent necessary for application as Excess
Principal Collections for other Principal Sharing Series on the
related Distribution Date, second, deposited to the Excess Funding
Account to the extent necessary so that (x) the Transferor Interest
is not less than the Minimum Transferor Interest and (y) the
aggregate Principal Receivables in the Trust equal or exceed the
Minimum Aggregate Principal Receivables and, third, paid to the
Holder of the Transferor Interest.




     (2) With respect to each Monthly Period falling in the Revolving
Period, to the extent that Principal Collections allocated to the
Series 2009-1 Noteholders pursuant to this subsection 4.01(b)(ii) are
paid to Transferor, Transferor 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.




     (1) During the Accumulation Period, an amount equal to the
Investor Principal Collections processed on each Date of Processing
shall be allocated to the Series 2009-1 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 Investor Principal Collections
processed on each Date of Processing shall be allocated to the Series 2009-1
Noteholders and deposited into the Principal Account until applied as
provided in Sections 4.04(c) and 4.06; 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, any
Investor Principal Collections in excess of such amount shall be, first,



16









 







if any other Principal Sharing Series is outstanding and in its
accumulation period or amortization period, deposited to and 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 (x) the Transferor Interest is not less than the
Minimum Transferor Interest and (y) the aggregate Principal Receivables
equal or exceed the Minimum Aggregate Principal Receivables and, third, paid
to the Holder of the Transferor Interest.




     (c) During any period when Servicer is permitted by 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 Finance Charge Collections) and the
Principal Account (in the case of Collections of Principal Receivables (not including any
Excess Principal Collections allocated to Series 2009-1 pursuant to 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 (A) the Transferor Interest
is less than the Minimum Transferor Interest, (B) the Available Spread Account Amount is
less than the Required Spread Account Amount or (C) the aggregate Principal Receivables is
less than the Minimum Aggregate Principal Receivables. For purposes of the second paragraph
of Section 8.04(a) of the Indenture, the amount of Principal Collections required to be
deposited or distributed on or prior to the related Distribution Date during the
Accumulation Period shall include an amount equal to the Controlled Deposit Amount.




     Notwithstanding the provisions of the second paragraph of Section 8.04(a) of the
Indenture, all Finance Charge Collections for each Monthly Period shall be deposited daily
to the Finance Charge Account and retained therein until the delivery of the statement
required by Section 5.03(b). On or after delivery of such statement, Finance Charge
Collections for the Related Monthly Period which are not required to be deposited or
distributed pursuant to such statement may be withdrawn by Servicer.




     (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



17









 







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 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



18









 







numerator of which is the actual number of days in the related Interest Period 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.




     (d) The amount of monthly interest (“Class D Monthly Interest Payment”) distributable
from the Distribution Account with respect to the Class D 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 D Note Interest Rate in effect with respect to the related Interest
Period and (ii) the Class D 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 D Note Initial Principal Balance).




     On the Determination Date preceding each Distribution Date, Servicer shall determine
the excess, if any (the “Class D 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
D Interest Shortfall for any Distribution Date is greater than zero, on each subsequent
Distribution Date until such Class D Interest Shortfall is fully paid, an additional amount
(“Class D 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 D Note Interest Rate in effect with respect to the related
Interest Period and (ii) such Class D Interest Shortfall (or the portion thereof which has
not been paid to the Class D Noteholders) shall be payable as provided herein with respect
to the Class D Notes. Notwithstanding anything to the contrary herein, Class D Default
Interest shall be payable or distributed to the Class D Noteholders only to the extent
permitted by applicable law.



19









 





     Section 4.03. Determination of Monthly Principal. The amount of monthly principal to be
transferred from the Principal Account to the Distribution Account with respect to the Notes on
each Transfer Date (the “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 the Related Monthly Period, (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 or deposit and
Indenture Trustee, acting in accordance with such instructions, shall withdraw or deposit on such
Transfer Date or the related Distribution Date, as applicable, to the extent of available funds,
the amounts required to be withdrawn from the Finance Charge Account, the Principal Account, the
Principal Accumulation Account and the Distribution Account as follows:




     (a) On each Transfer Date, an amount equal to the Available Finance Charge Collections
for the Related Monthly Period will be withdrawn from the Finance Charge Account and
distributed, deposited or paid by Indenture Trustee 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 into the Distribution Account for distribution to the Class
A Noteholders;




     (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 into the Distribution Account for distribution to the Class
B Noteholders;




     (iii) 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



20









 







Noteholders on a prior Distribution Date shall be deposited into the Distribution Account
for distribution to the Class C Noteholders;




     (v) an amount equal to Class D Monthly Interest Payment for such Distribution
Date, plus any Class D Interest Shortfall, plus the amount of any Class D Default
Interest for such Distribution Date, plus the amount of any Class D Default Interest
previously due but not distributed to the Class D Noteholders on a prior
Distribution Date shall be deposited into the Distribution Account for distribution
to the Class D Noteholders;




     (vi) 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 deposited into the Principal
Account for application pursuant to this Section 4.04;




     (vii) an amount equal to the sum of the aggregate amounts of Investor
Charge-Offs and Reallocated Principal Collections which have not been previously
reimbursed pursuant to this subsection (vii) shall be treated as a portion of
Available Principal Collections for such Distribution Date and deposited into the
Principal Account for application pursuant to this Section 4.04;




     (viii) 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;




     (ix) 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;




     (x) all remaining amounts will constitute a portion of Excess Finance Charge
Collections for such Distribution Date to be applied in accordance with Section
4.07;




     (xi) any other amount required to be paid or deposited under the terms of the
Class B Note Purchase Agreement shall be so paid or deposited;




     (xii) any other amount required to be paid or deposited under the terms of the
Class C Note Purchase Agreement shall be so paid or deposited;




     (xiii) any other amount required to be paid or deposited under the terms of the
Class D Note Purchase Agreement shall be so paid or deposited; and




     (xiv) any remaining amount to be paid to the Transferor.




     (b) On each Transfer Date with respect to the Revolving Period, Available Principal
Collections for the Related Monthly Period on deposit in the Principal Account



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shall be withdrawn to be treated as Excess Principal Collections for such Distribution
Date and applied in accordance with Section 4.08.




     (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 withdrawn from the Principal Account and distributed or deposited in
the following priority:




     (i) on each Transfer Date with respect to the Accumulation Period, an amount
equal to the Monthly Principal for such Transfer Date shall be deposited into the
Principal Accumulation Account;




     (ii) on each Transfer Date with respect to the Rapid Amortization Period, an
amount equal to the Monthly Principal for such Transfer Date shall be deposited into
the Distribution Account for distribution ratably to the Class A Noteholders until
the Class A Note Principal Balance has been paid in full;




     (iii) on each Transfer Date with respect to the Rapid Amortization Period,
after giving effect to clause (ii) above, an amount equal to the Monthly Principal
remaining, if any, shall be deposited into the Distribution Account for distribution
ratably to the Class B Noteholders until the Class B Note Principal Balance has been
paid in full;




     (iv) on each Transfer Date with respect to the Rapid Amortization Period, after
giving effect to clauses (ii) and (iii) above, an amount equal to the Monthly
Principal remaining, if any, shall be deposited into the Distribution Account for
distribution ratably to the Class C Noteholders until the Class C Note Principal
Balance has been paid in full;




     (v) on each Transfer Date with respect to the Rapid Amortization Period, after
giving effect to clauses (ii), (iii) and (iv) above, an amount equal to the Monthly
Principal remaining, if any, shall be deposited into the Distribution Account for
distribution ratably to the Class D Noteholders until the Class D Note Principal
Balance has been paid in full;




     (vi) on each Transfer Date, an amount equal to any other amounts payable first,
to the Class B Noteholder under the Class B Note Purchase Agreement, second, to the
Class C Noteholder under the Class C Note Purchase Agreement and third, to the Class
D Noteholder under the Class D Note Purchase Agreement; and




     (vii) on each Transfer Date with respect to the Accumulation Period or the
Rapid Amortization Period, the balance of such Available Principal Collections
remaining after giving effect to clauses (i) through (vi) above shall be retained in
the Principal Account to be treated as Excess Principal Collections and applied in
accordance with Section 4.08.



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     (d) On each Distribution Date, Indenture Trustee shall make distributions from the
Distribution Account in accordance with Section 5.02 as follows: (i) to the Class A
Noteholders, the amount deposited into the Distribution Account pursuant to subsections
4.04(a)(i) and 4.04(c)(ii); (ii) to the Class B Noteholders, the amount deposited into the
Distribution Account pursuant to subsections 4.04(a)(ii) and (xi) and 4.04(c)(iii) and (vi);
(iii) to the Class C Noteholders, the amount deposited into the Distribution Account
pursuant to subsections 4.04(a)(iv) and (xii) and 4.04(c)(iv) and (vi) and (iv) to the Class
D Noteholders, the amount deposited into the Distribution Account pursuant to subsections
4.04(a)(v) and (xiii) and 4.04(c)(v) and (vi).




     (e) On the earlier to occur of (i) the first Transfer Date during the Rapid
Amortization Period and (ii) the Transfer Date immediately preceding the Expected Principal
Payment Date, Indenture Trustee 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,
third, to the Class C Noteholders, until paid in full, and, fourth, to the Class D
Noteholders, until paid in full, the amounts deposited into the Principal Accumulation
Account pursuant to subsections 4.04(c)(i). In accordance with Section 5.02, on the related
Distribution Date, Indenture Trustee shall pay from the Distribution Account to the Class A
Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders,
as applicable, the amounts deposited into the Distribution Account for the account of such
Noteholders 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 amount of Available Finance Charge Collections allocated
with respect thereto pursuant to subsection 4.04(a)(vi) 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, Investor Principal Collections with
respect to such Transfer Date, in an amount not to exceed the Monthly Principal Reallocation Amount
for the Related Monthly Period, to fund any deficiency in amounts otherwise available for deposit
and distribution pursuant to and in the priority set forth in subsections 4.04(a)(i), (ii), (iii)
and (iv), after giving effect to any application of funds from the Spread Account pursuant to
Section 4.11, any application of funds from the Reserve Account pursuant to Section 4.10 and after
allocation and application of Excess Finance Charge Collections pursuant to Section 4.07 to cover
such payments. On each Transfer Date, the Collateral Amount shall be reduced by the amount of
Reallocated Principal Collections, if any, for such Transfer Date.



     Section 4.07. Excess Finance Charge Collections. Excess Finance Charge Collections from all
Excess Allocation Series in Group One will be allocated to cover any Finance Charge Shortfall or
finance charge shortfalls for other Excess Allocation Series in Group One pursuant to Section 8.06
of the Indenture except that, following a Servicer Default and the appointment of



23









 







a Successor Servicer, Excess Finance Charge Collections remaining after their application to cover Finance Charge Shortfalls and other finance charge shortfalls for Group One, shall be paid to the Successor Servicer to pay any unpaid Excess Servicing Fees or other unpaid excess servicing fees for all Excess Allocation Series in Group One and then deposited or paid by the Indenture Trustee in
accordance with Section 4.04(a)(xi), (xii),and (xiii) prior to any distribution to the Holder of the Transferor Interest. If the remaining Excess Finance Charge Collections do not exceed the aggregate amount of such unpaid fees, the remaining Excess Finance Charge Collections shall be allocated among the Group One Excess Allocation Series pro rata based on the amount of unpaid excess servicing fees for each such Series. Excess Finance
Charge Collections with respect to Group One shall be allocated to Series 2009-1 in accordance with this Section 4.07, without regard to whether the Rating Agency Condition has been met for purposes of the definition of “Portfolio Yield.” On each Transfer Date, Indenture Trustee, at the written direction of the Servicer, shall deposit Excess Finance Charge Collections allocated to Series 2009-1 to the Finance Charge Account
prior to the applications to be made pursuant to Section 4.04.



     Section 4.08. Excess Principal Collections. Excess Principal Collections from all Principal Sharing Series in Group One will be allocated to cover any Principal Shortfall or principal shortfalls for other Principal Sharing Series in Group One pursuant to Section 8.05 of the Indenture. If (i) any Principal Shortfall remains after such
allocation, (ii) any Series in Group One is in an amortization
period and (iii) the amount on deposit in the Excess Funding Account is greater than zero, amounts on deposit in the Excess Funding Account will be treated as Excess Principal Collections and allocated to cover any remaining Principal Shortfall or principal shortfalls for other Principal Sharing Series in Group One pursuant to Section 8.05 of the Indenture. Indenture Trustee, at the written direction of the Servicer, shall deposit
Excess Principal Collections allocated to Series 2009-1 to
the Principal Accumulation Account or the Distribution Account, 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, six segregated trust accounts with such Qualified Institution (the “Finance Charge Account,”
the “Principal Account,” the “Principal Accumulation Account,” the “Distribution Account,” the “Spread Account,” the “Reserve Account”), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2009-1 Noteholders. The Finance Charge Account, the Principal Account, the Principal Accumulation Account, the
Distribution Account, the Reserve Account and the Spread Account are hereby designated as the Series Accounts for the Series 2009-1 Notes. Except as otherwise provided in Section 4.11, Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in each Series Account and in all proceeds thereof. Except as otherwise provided in Section 4.11, each Series Account
shall be under the sole dominion and control of Indenture Trustee for the benefit of the Series 2009-1 Noteholders. If at any time the institution holding a Series 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 


24









 







Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Series Account.
Indenture Trustee, at the written direction of Servicer, shall make withdrawals from and deposits to each Series
Account from time to time, in the amounts and for the purposes set forth in this Indenture Supplement. Indenture Trustee at all times shall maintain
accurate records reflecting each transaction in each Series Account, so long as such accounts are established and maintained with Indenture Trustee.




     (b) Funds on deposit in each Series Account from time to time shall be invested and reinvested at the written 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. The Indenture Trustee
shall not be held liable for the performance of any Permitted Investments made in accordance with the terms hereof.




     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 Earnings on deposit in the Principal
Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.04(a).




     Principal Accumulation Investment Earnings (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 Investment Earnings 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 as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. 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



25









 







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.




     (d) No Permitted Investment in any Series Account shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted Investment,
a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Investment.



     Section 4.10. Reserve Account.




     (a) Indenture Trustee, at the written 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)(viii).




     (b) On each Transfer Date, all Investment Earnings 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 the Related Monthly Period. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Indenture Supplement, Investment Earnings on such funds shall be deemed not to be available or on deposit, except amounts retained pursuant to the preceding sentence.




     (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)(viii) 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 Charge
Account for application as Available Finance Charge Collections for the Related Monthly Period.




26











 






     (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 Holder 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 Expected Principal
Payment Date, Indenture Trustee, acting in accordance with the written instructions of
Servicer, after the prior payment of all amounts owing to the Series 2009-1 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 (A) 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 (B) distribute any such amounts remaining after
application pursuant to subsection 4.10(f)(A) to the Holder 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 4.14 shall remain on deposit until applied in
accordance with subsection 4.10(d), (e) or (f).



     Section 4.11. Spread Account.




     (a) Indenture Trustee shall establish and maintain the Spread Account for the benefit
of the Class C Noteholders, the Class D Noteholders and the Holder of the Transferor
Interest, with an account designation clearly indicating that the funds deposited therein
are held for the benefit of the Class C Noteholders, the Class D Noteholders and the Holder
of the Transferor Interest. The Spread Account shall be under the sole dominion and control
of Indenture Trustee for the benefit of the Class C Noteholders, the Class D Noteholders and
the Holder of the Transferor Interest. 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 4.11(f). The Issuer will deposit into the Spread Account on the
Closing Date an amount equal to the Required Spread Account Amount.




     (b) On each Transfer Date (but subject to subsections 4.11(c), 4.11(d) and 4.11(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 Holder 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



27









 






under this Indenture Supplement (subject to subsections 4.11(c), 4.11(d) and 4.11(f)), all Investment
Earnings shall be deemed not to be available or on deposit; provided that after the maturity
of the Series 2009-1 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 otherwise available for application pursuant to subsections 4.04(a)(iv) and
4.04(a)(v) is less than the aggregate amount required to be deposited into the Distribution
Account pursuant to subsections 4.04(a)(iv) and 4.04(a)(v), Indenture Trustee, at the
written direction of Servicer, shall (i) 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, the Indenture Trustee shall also withdraw Investment
Earnings credited to the Spread Account in an amount so that the total amount withdrawn
equals such deficiency, and (ii) deposit such amount into the Distribution Account for
payment to the Class C Noteholders in respect of interest on the Class C Notes and to
Class D Noteholders in respect of interest on the Class D Notes, pursuant to Section 5.02(c)
and 5.02(d).




     (d) On 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 in subsection 4.11(c), Indenture Trustee, at the written direction of
Servicer, shall withdraw from the Spread Account an amount equal to the lesser of (i) the
sum of the Class C Note Principal Balance and the Class D 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 amount so withdrawn is not sufficient to reduce the
Class C Note Principal Balance and the Class D Note Principal Balance to zero, shall also
withdraw Investment Earnings credited to the Spread Account up to the amount required to
reduce the Class C Note Principal Balance and the Class D Note Principal Balance to zero.
Indenture Trustee, upon the written direction of Servicer, or Servicer, shall deposit such
amounts into the Distribution Account for distribution to the Class C Noteholders and the
Class D Noteholders in accordance with subsection 5.02(c) and (d).




     (e) On the earlier to occur of (i) the Series 2009-1 Final Maturity Date and (ii) the
day following the occurrence of an Event of Default with respect to Series 2009-1 and
acceleration of the maturity of the Series 2009-1 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, then to the Class D Noteholders until the Class D Note
Principal Balance is paid in full, then to the Class A Noteholders until the Class A Note
Principal Balance is paid in full, and then 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.



28









 






     (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)(x) 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 the Spread Account shall be held and not distributed
pursuant to subsection 4.11(b) until such Spread Account Deficiency is reduced to zero
through subsequent deposits pursuant to subsection 4.04(a)(x).




     (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 and deposit it into the Finance
Charge Account for application as Available Finance Charge Collections. On the date on
which the Class D Note Principal Balance has been paid in full, after making any payments to
the Noteholders required pursuant to subsections 4.11(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 Holder of the Transferor
Interest.



     Section 4.12. 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 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 4.13. Accumulation Period. The Accumulation Period is scheduled to commence at the
beginning of business on May 1, 2010; provided that if the Accumulation Period Length (determined
as described below) on any Determination Date on or after the February, 2010 Determination Date is
less than twelve 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 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 one month, (ii) such determination of the Accumulation Period Length shall be
made on each Determination Date on and after the February, 2010 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



29









 




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 Series 2009-1 Notes on the
Expected Principal Payment Date is expected to equal or exceed the sum of the Class A Note
Principal Balance, the Class B Note Principal Balance, the Class C Note Principal Balance and the
Class D 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 twelve
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 February, 2010
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 in writing to Indenture Trustee, Transferor, Issuer and each Rating Agency. Any
notice by Servicer confirming the postponement of the Accumulation Period pursuant to this
Section 4.13 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.




     Section 4.14. Suspension of Accumulation Period.




     (a) Servicer may elect to suspend the commencement of the Accumulation Period with
prior written notice to the Rating Agencies, at any time prior to the Distribution Date
preceding the 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 4.14 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 2009-1 Noteholders, without recourse, all of its
rights under any Qualified Maturity Agreement obtained in accordance with this Section 4.14
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 2009-1 Noteholders, of all of the rights previously held by Issuer under any



30









 






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 Indenture, and subject
to the terms hereof and thereof, for the benefit of the Series 2009-1 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); 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 Expected Principal Payment Date pursuant to
subsection 4.04(c) as if the commencement of the Accumulation Period had not been suspended.
The Qualified Maturity Agreement may require that during the period when the Accumulation
Period is suspended, upon the occurrence of certain events, Available Principal Collections
will be deposited into the Principal Accumulation Account.




     (c) Each Qualified Maturity Agreement shall terminate at the close of business on the
Expected Principal Payment Date; provided, however, that Servicer may terminate a Qualified
Maturity Agreement prior to such Distribution Date, 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, (C) a Pay Out Event occurs or (D) an event which may be declared to be a Pay Out
Event occurs, whether or not it is declared. 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 4.13 (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
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 May 1, 2010, (ii) the date
to which the commencement of the Accumulation Period is postponed pursuant to Section 4.14
(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 Expected Principal
Payment Date.



31









 





     Section 4.15. 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 Reuters Screen LIBOR01 Page as of
11:00 a.m., London time, on such date. If such rate does not appear on Reuters Screen
LIBOR01 Page, 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, Class C Note Interest
Rate and the Class D 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 2009-1 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 4.16. Interchange. On or prior to each Determination Date, Transferor shall cause
FNBO to notify Servicer of the amount of Interchange to be included as Finance Charge Collections
allocable to the Series 2009-1 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
Finance Charge Account, in immediately available funds, an amount equal to the Interchange to be so
included as Finance Charge Collections allocable to the Series 2009-1 Notes with respect




32









 







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 2009-1 Noteholders
its security interest in Interchange and the proceeds of Interchange, as set forth in this
Section 4.16. 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 2009-1, 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 2009-1 Notes to the extent
specified in any such Indenture Supplement) and the Series 2009-1 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 4.17. Foreign Accounts. So long as any Series 2009-1 Notes are Outstanding,
Receivables arising in Foreign Accounts shall constitute Eligible Receivables for all purposes
except that, to the extent that such Receivables exceed 1% (or any higher percentage as to which
the Rating Agency Condition has been met) of the aggregate Principal Receivables as of the most
recently ended Monthly Period, such Receivables may not be counted for purposes of determining
compliance with the tests for the Minimum Transferor Interest and the Minimum Aggregate Principal
Receivables.



ARTICLE V




DELIVERY OF NOTES; DISTRIBUTIONS; REPORTS TO NOTEHOLDERS




     Section 5.01. Delivery and Payment for the Series 2009-1 Notes. Issuer shall execute and
issue, and Indenture Trustee shall authenticate, the Series 2009-1 Notes in accordance with
Section 2.03 of the Indenture. Indenture Trustee shall deliver the Series 2009-1 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 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 that are allocated and available on such Distribution Date and that are
payable to the Class B Noteholders pursuant to this Indenture Supplement.



33









 






     (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 4.11) that are allocated and available on such
Distribution Date and that are payable to the Class C Noteholders pursuant to this Indenture
Supplement.




     (d) On each Distribution Date, Indenture Trustee shall distribute to each Class D
Noteholder of record on the related Record Date (other than as provided in Section 11.02 of
the Indenture) such Class D 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 4.11) that are allocated and available on such
Distribution Date and that are payable to the Class D Noteholders pursuant to this Indenture
Supplement.




     (e) 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.




     (f) Except as provided in Section 11.02 of the Indenture with respect to a final
distribution, distributions to Class A Noteholders hereunder shall be made (i) for Class A
Noteholders, by check mailed to each Class A Noteholder (at such Noteholder’s address as it
appears in the Note Register), except that for any Class A Notes registered in the name of
the nominee of a Clearing Agency, such distribution shall be made by wire transfer of
immediately available funds and for Class B Noteholders, Class C Noteholders and Class D
Noteholders, as specified in the applicable Note Purchase Agreement and (ii) without
presentation or surrender of any Series 2009-1 Note or the making of any notation thereon.



     Section 5.03. Reports and Statements to Series 2009-1 Noteholders.




     (a) On each Distribution Date, Indenture Trustee shall forward to each Series 2009-1
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
and provided further, that the information set forth in Section III of Exhibit B may be
provided once for all outstanding Series.




     (c) A copy of each statement or certificate provided pursuant to paragraph (a) or (b)
may be obtained by any Series 2009-1 Noteholder by a request in writing to Servicer.



34









 






     (d) On or before January 31 of each calendar year, beginning with January 31, 2010,
Indenture Trustee shall furnish or cause to be furnished to each Person who at any time
during the preceding calendar year was a Series 2009-1 Noteholder, a statement prepared by
Servicer containing the information which is required to be contained in the statement to
Series 2009-1 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 2009-1
Noteholder, together with other information as is required to be provided 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 2009-1 PAY OUT EVENTS




     Section 6.01. Series 2009-1 Pay Out Events.



     If any one of the following events shall occur with respect to the Series 2009-1 Notes:




     (a) failure on the part of Transferor (i) to make any payment or deposit required to be
made by it by the terms of 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 Indenture or this Indenture Supplement, which failure
has a material adverse effect on the Series 2009-1 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 2009-1 Notes evidencing more
than 25% of the Note Principal Balance and which continues to materially and adversely
affect the interest of the Series 2009-1 Noteholders;




     (b) any representation or warranty made by Transferor under the Transfer and Servicing
Agreement or any supplement thereto, 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 2009-1 Notes evidencing more
than 25% of the Note Principal Balance and as a result of which the interests of the
Noteholders are materially and adversely affected and continue to be materially and
adversely affected for such period; provided, however, that a Series 2009-1 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;



35









 






     (c) a failure by Transferor under the Transfer and Servicing Agreement to convey
Receivables arising under 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, 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 to occur, so that, after giving effect to that reduction,
the Transferor Interest is not less than the Minimum Transferor Interest and the Aggregate
Principal Receivables are not less than the Minimum Aggregate Principal Receivables;




     (d) any Servicer Default shall occur that would have a material adverse effect on the
Series 2009-1 Noteholders;




     (e) the Portfolio Yield averaged over three consecutive Monthly Periods is less than
the Base Rate averaged over such period;




     (f) the Note Principal Balance shall not be paid in full on the Expected Principal
Payment Date;




     (g) without limiting the foregoing, the occurrence of an Event of Default with respect
to Series 2009-1 pursuant to Section 5.02 of the Indenture and acceleration of the maturity
of the Series 2009-1 Notes pursuant to Section 5.03 of the Indenture; or




     (h) the occurrence of a Trust Pay Out Event as defined in the Indenture;


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
2009-1 Notes evidencing more than 50% of the aggregate unpaid principal amount of Series 2009-1
Notes by notice then given in writing to Transferor and Servicer (and to Indenture Trustee if given
by the Series 2009-1 Noteholders) may declare that a “Series Pay Out Event” with respect to Series
2009-1 (a “Series 2009-1 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 2009-1 Pay Out Event
shall occur without any notice or other action on the part of Indenture Trustee or the Series
2009-1 Noteholders immediately upon the occurrence of such event.




     Section 6.02. Notice of Series 2009-1 Pay Out Events.



     The Issuer agrees that upon the occurrence of a Series 2009-1 Pay Out Event it shall notify
the Federal Reserve Bank of New York (“FRBNY”) at talfreports@ny.frb.org and FRBNY’s custodian at
talf@bnymellon.com and all registered holders of the Series 2009-1 Notes of such event and will
provide the Indenture Trustee with the material details of such event to be included in the
periodic reports to be distributed to the Series 2009-1 Noteholders pursuant to Section 5.03(a) of
this Indenture Supplement.



36









 





ARTICLE VII




REDEMPTION;

FINAL DISTRIBUTIONS; SERIES TERMINATION




     Section 7.01. Optional Redemption of Series 2009-1 Notes; Final Distributions.




     (a) On any day occurring on or after the date on which the outstanding principal
balance of the Series 2009-1 Notes is reduced to 10% or less of the initial Note Principal
Balance of the Series 2009-1 Notes, Servicer shall have the option to direct Transferor to
redeem the Series 2009-1 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. This option shall not be exercisable if the purchase price (reduced by the amount on
deposit in the Principal Accumulation Account available for distribution to Noteholders)
exceeds the lesser of the estimated fair value, or the par value plus accrued interest, of a
portion of the Receivables in Eligible Accounts then designated to the Receivables Trust
equal to the Collateral Amount.




     (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 Finance Charge Account and Principal Account, as applicable, 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 Finance Charge Account and
Principal Account in accordance with the foregoing, the Collateral Amount for Series 2009-1
shall be reduced to zero and the Series 2009-1 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 2009-1 in connection
with a reassignment of Receivables to Transferor pursuant to Section 2.04(e) of the Transfer
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 Finance Charge
Account and Principal 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
2009-1, 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



37









 






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 (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 will be distributed to the Class C Noteholders;




     (iv) (x) the Class D Note Principal Balance on such Distribution Date will be
distributed to the Class D Noteholders and (y) an amount equal to the sum of
(A) Class D Monthly Interest Payment for such Distribution Date, (B) any Class D
Interest Shortfall for such Distribution Date and (C) the amount of Class D Default
Interest, if any, for such Distribution Date and any Class D Default Interest
previously due but not distributed to the Class D Noteholders on any prior
Distribution Date, will be distributed to the Class D Noteholders; and




     (v) any excess shall be released to Issuer.



     Section 7.02. Series Termination. On the Series 2009-1 Final Maturity Date, the unpaid
principal amount of the Series 2009-1 Notes shall be due and payable, and the right of the Series
2009-1 Noteholders to receive payments from Issuer will be limited solely to the right to receive
payments pursuant to Section 5.05 of the Indenture. References to the Series Termination Date in
Articles IV and V of the Indenture shall be deemed to be references to the Series 2009-1 Final
Maturity Date.



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



38









 




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 2009-1
Noteholders shall be the only Noteholders whose vote shall be required. Notwithstanding the
provisions of Section 10.02 of the Indenture and Section 9.01(b) of the Transfer and Servicing
Agreement, this Indenture Supplement may be amended to increase the Series Servicing Fee Percentage
with the consent of the Holders of Notes representing more than 662/3
% of the principal balance of
each Class of the Outstanding Series 2009-1 Notes and upon compliance with the other provisions of
such sections, as applicable, including satisfaction of the Rating Agency Condition.




     Section 8.02. Form of Delivery of the Notes. The Class A Notes shall be Book-Entry Notes and
shall be delivered as Registered Notes to The Bank of New York Mellon Trust Company, N.A., as agent
for DTC, Clearstream and Euroclear Bank S.A./N.V., as provided in Sections 2.01, 2.03 and 2.12 of
the Indenture. The Class B Notes, Class C Notes and Class D Notes shall be Definitive Notes and
shall be registered in the Note Register in the name of the initial purchaser or purchasers
identified in the applicable 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.



     Section 8.05. Limitation of Liability. Notwithstanding any other provision herein or
elsewhere, this Indenture Supplement 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
Indenture Supplement 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,
as set forth in Exhibits A-1, A-2, A-3 and A-4, as applicable. Class B Notes, Class C and
Class D Notes may be subject to additional transfer restrictions as set forth in the
applicable Note Purchase Agreement.



39









 






     (b) The Class B Notes, Class C Notes and Class D Notes have not been, and will not be,
registered under the Securities Act or any state securities law. The Class B Notes, Class C
Notes and Class D Notes will be offered and sold only to “accredited investors,” as defined
in Rule 501 promulgated under the Securities Act, purchasing for their own accounts or to an
“accredited investor” purchasing for a single account (which is an institutional “accredited
investor”) as to which the purchaser exercises sole investment discretion. No reoffer,
resale, pledge or other transfer of any Class B Notes, Class C Notes and Class D Notes or
any interest therein or participation thereof subsequent to the initial purchase from the
Transferor will be made unless such resale or transfer is made pursuant to Rule 144A under
the Securities Act to a Person whom the seller of the Class B Notes, Class C Notes and Class
D Notes reasonably believes is a QIB purchasing for its own account or a QIB purchasing for
the account of a QIB, whom the seller has informed, in each case, that the reoffer, resale,
pledge or other transfer is being made in reliance on Rule 144A and Transferor delivers to
the Indenture Trustee a Certificate in the form of Exhibit E.




     Neither the Transferor nor the Indenture Trustee is obligated to register the Class B
Notes, Class C Notes and Class D Notes under the Securities Act or any applicable state
securities laws or to take any action otherwise required under the Transaction Documents to
permit the transfer of Class B Notes, Class C Notes and Class D Notes without registration.




     (c) Each Series 2009-1 Note will bear legends substantially in the forms set forth in
Exhibits A-1, A-2, A-3 and A-4, as applicable.



[Signature page follows]





40









 








     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  	                                                  /s/ Dorri Costello
 	 
	 	 	Name Dorri Costello 	 
	 	 	Title Financial Services Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Trustee

 	 
	 	By  	/s/ Robert Castle
 	 
	 	 	Name Robert Castle 	 
	 	 	Title Vice President 	 
	 



	 	 	 	 	 
	Acknowledged and Accepted:

FIRST NATIONAL BANK OF OMAHA, as Servicer

 	 	 
	By  	/s/ Timothy D. Hart
 	 	 
	 	Name Timothy D. Hart 	 	 
	 	Title Senior Vice President 	 	 
	 
	FIRST NATIONAL FUNDING LLC, as Transferor

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



INDENTURE SUPPLEMENT SIGNATURE PAGE

















 





EXHIBIT A-1




FORM OF

CLASS A ASSET BACKED NOTE, SERIES 2009-1




     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 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 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”), WHICH IS SUBJECT TO SECTION 4975 OF 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, NON-U.S. PLAN OR CHURCH 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, NON-U.S. PLAN OR CHURCH PLAN, ANY SUBSTANTIALLY
SIMILAR APPLICABLE LAW).



A1-2









 





			
	REGISTERED
	 	$600,000,000*
	No. R-001A
	 	CUSIP NO. 32113C AR1
	 
	 	ISIN NO. US32113CAR16






FIRST NATIONAL MASTER NOTE TRUST




CLASS A ASSET BACKED NOTE, SERIES 2009-1




     First National Master Note Trust (herein referred to as “Issuer”), a Delaware statutory trust
governed by a Trust Agreement dated as of October 16, 2002, for value received, hereby promises to
pay to CEDE & CO., or registered assigns, subject to the following provisions, the principal sum of
SIX HUNDRED MILLION DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the May, 2014 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.



     This Note has been executed by Wilmington Trust Company, not in its individual capacity, but
solely in its capacity as Owner Trustee of the Issuer, in no event shall Wilmington Trust Company,
in its individual capacity, have any liability in respect of the 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 Note 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.





 




			
	*	 	Denominations of $100,000 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: June 9, 2009




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 MELLON TRUST COMPANY, N.A.,
as Indenture Trustee

 	 
	 	By  	
 	 
	 	 	Authorized Signatory 	 
	 	Dated 	 	 



A1-5









 






	 	 	 	 	 



FIRST NATIONAL MASTER NOTE TRUST




CLASS A ASSET BACKED NOTE, SERIES 2009-1




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 2009-1 (the “Series 2009-1 Notes”), issued under a Master
Indenture dated as of October 24, 2002 (the “Master Indenture”), between Issuer 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 (the “Indenture Trustee”), as supplemented by the Indenture Supplement dated as
of June 9, 2009 (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, the Class C Notes and the Class D 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



A1-6









 







PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



A1-7









 





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.






A1-8











 





EXHIBIT A-2




FORM OF




CLASS B ASSET BACKED NOTE, SERIES 2009-1




     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 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 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 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”), WHICH IS SUBJECT TO SECTION 4975 OF 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, NON-U.S. PLAN OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE
CODE.



 









 





			
	 	 	 
	REGISTERED 

No. R-001B
	 	$112,500,000*

CUSIP NO. 32113C AS9

ISIN NO. US32113CAS98






FIRST NATIONAL MASTER NOTE TRUST




CLASS B ASSET BACKED NOTE, SERIES 2009-1




     First National Master Note Trust (herein referred to as “Issuer”), a Delaware statutory trust
governed by a Trust Agreement dated as of October 16, 2002, for value received, hereby promises to
pay to FIRST NATIONAL BANK OF OMAHA, or registered assigns, subject to the following provisions,
the principal sum of ONE HUNDRED TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS, or such greater or
lesser amount as determined in accordance with the Indenture, on the May, 2014 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 Note has been executed by Wilmington Trust Company, not in its individual capacity, but
solely in its capacity as Owner Trustee of the Issuer, in no event shall Wilmington Trust Company,
in its individual capacity, have any liability in respect of the 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 Note 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.





 




			
	*	 	Denominations of $100,000 and integral multiples of
$1,000 in excess thereof.




A2-2









 










     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.



     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: June 9, 2009




A2-3









 








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 MELLON 
TRUST COMPANY, N.A.,
as Indenture 
Trustee

 	 
	 	By   	 	 
	 	 	Authorized Signatory 	 



	 	 	 	 	 
	 	Dated  	
 	 
	 	 	 	 
	 	 	 	 



A2-4









 






	 	 	 	 	 



FIRST NATIONAL MASTER NOTE TRUST




CLASS B ASSET BACKED NOTE, SERIES 2009-1




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 2009-1 (the “Series 2009-1 Notes”), issued under a Master
Indenture dated as of October 24, 2002 (the “Master Indenture”), between Issuer 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 (the “Indenture Trustee”), as supplemented by the Indenture Supplement dated as
of June 9, 2009 (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, the Class C Notes and the Class D 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



A2-5









 




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 ASSET BACKED NOTE, SERIES 2009-1




     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 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 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 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”), WHICH IS SUBJECT TO SECTION 4975 OF 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, NON-U.S. PLAN OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE
CODE.



 









 





			
	 	 	 
	REGISTERED 

No. R-001C
	 	$49,342,000*

CUSIP NO. 32113C AT7

ISIN NO. US32113CAT71






FIRST NATIONAL MASTER NOTE TRUST




CLASS C ASSET BACKED NOTE, SERIES 2009-1




     First National Master Note Trust (herein referred to as “Issuer”), a Delaware statutory trust
governed by a Trust Agreement dated as of October 16, 2002, for value received, hereby promises to
pay to FIRST NATIONAL BANK OF OMAHA, or registered assigns, subject to the following provisions,
the principal sum of FORTY-NINE MILLION THREE HUNDRED FORTY-TWO THOUSAND DOLLARS, or such greater
or lesser amount as determined in accordance with the Indenture, on the May, 2014 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 Note has been executed by Wilmington Trust Company, not in its individual capacity, but
solely in its capacity as Owner Trustee of the Issuer, in no event shall Wilmington Trust Company,
in its individual capacity, have any liability in respect of the 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 Note 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.





 




			
	*	 	Denominations of $100,000 and integral multiples of
$1,000 in excess thereof.




A3-2









 










     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.



     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: June 9, 2009



A3-3









 





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 MELLON TRUST COMPANY, N.A.,
as Indenture Trustee

 	 
	 	By  	 	 
	 	 	Authorized Signatory 	 



	 	 	 	 	 
	 	Dated  	
 	 
	 	 	 	 
	 	 	 	 



A3-4









 






	 	 	 	 	 



FIRST NATIONAL MASTER NOTE TRUST




CLASS C ASSET BACKED NOTE, SERIES 2009-1




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 2009-1 (the “Series 2009-1 Notes”), issued under a Master
Indenture dated as of October 24, 2002 (the “Master Indenture”), between Issuer 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 (the “Indenture Trustee”), as supplemented by the Indenture Supplement dated as
of June 9, 2009 (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, the Class B Notes and the Class D 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



A3-5









 




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 D ASSET BACKED NOTE, SERIES 2009-1




     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 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 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 D 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 D NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT 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”), WHICH IS SUBJECT TO SECTION 4975 OF 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, NON-U.S. PLAN OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE
CODE.



 









 





			
	REGISTERED
	 	$27,632,000*
	No. R-001D
	 	CUSIP NO. 32113C AU4
	 
	 	ISIN NO. US32113CAU45






FIRST NATIONAL MASTER NOTE TRUST




CLASS D ASSET BACKED NOTE, SERIES 2009-1




     First National Master Note Trust (herein referred to as “Issuer”), a Delaware statutory trust
governed by a Trust Agreement dated as of October 16, 2002, for value received, hereby promises to
pay to FIRST NATIONAL BANK OF OMAHA, or registered assigns, subject to the following provisions,
the principal sum of TWENTY-SEVEN MILLION SIX HUNDRED THIRTY-TWO THOUSAND DOLLARS, or such greater
or lesser amount as determined in accordance with the Indenture, on the May, 2014 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 D 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 Note has been executed by Wilmington Trust Company, not in its individual capacity, but
solely in its capacity as Owner Trustee of the Issuer, in no event shall Wilmington Trust Company,
in its individual capacity, have any liability in respect of the 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 Note 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.





 




			
	*	 	Denominations of $100,000 and integral multiples of $1,000 in excess thereof.




A4-2









 










     THIS CLASS D NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A
NOTES, THE CLASS B NOTES AND THE CLASS C NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.



     IN WITNESS WHEREOF, Issuer has caused this Class D 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: June 9, 2009





A4-3









 









INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Class D Notes described in the within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Trustee

 	 
	 	By  	
 	 
	 	  	Authorized Signatory
 	 
	 	Dated
 	 
	 	 

	 



A4-4









 






	 	 	 	 	 



FIRST NATIONAL MASTER NOTE TRUST




CLASS D ASSET BACKED NOTE, SERIES 2009-1




SUMMARY OF TERMS AND CONDITIONS





     This Class D Note is one of a duly authorized issue of Notes of Issuer, designated as First
National Master Note Trust, Series 2009-1 (the “Series 2009-1 Notes”), issued under a Master
Indenture dated as of October 24, 2002 (the “Master Indenture”), between Issuer 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 (the “Indenture Trustee”), as supplemented by the Indenture Supplement dated as
of June 9, 2009 (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, 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 D 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 D 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 D 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



A4-5









 




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 2009-1




     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 October 24, 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 October 24, 2002 (the “Indenture”) between Issuer 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 (“Indenture Trustee”) as supplemented by the
Series 2009-1 Indenture Supplement dated as of June 9, 2009 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 DEPOSITS AND WITHDRAWALS ON THE TRANSFER DATE ON
                    , 20___.




     [From the aggregate Collections wired to the Indenture Trustee with respect to the Related
Monthly Period on the Transfer Date, the Indenture Trustee shall make deposits to the Series
Accounts for Series 2009-1 as follows:



	 	 	 	 	 
	To the Finance Charge Account
	 	$	                    	 
	To the Principal Account
	 	$	                    	 






[TO BE USED IF SERVICER IS PERMITTED TO MAKE MONTHLY DEPOSITS PURSUANT TO THE TRANSFER AND
SERVICING AGREEMENT.]



     Pursuant to Section 4.09, Servicer does hereby instruct Indenture Trustee to transfer from the
Principal Accumulation Account to the Finance Charge Account, the Principal Accumulation Investment
Earnings on deposit in the Principal Accumulation Account, if any, for application as Available
Finance Charge Collections in the following amounts and to deposit Investment Earnings, if any, on
the funds on deposit in the Principal Account, the Finance Charge Account



 









 




and the Distribution Account to an account designated by Servicer all on the Transfer Date
specified above:




	 	 	 	 	 
	Investment Earnings from Principal
Accumulation Account to the Finance
Charge Account
	 	$	                    	 
	 
	 	 	 	 
	Investment Earnings on Principal Account,
Finance Charge Account and Distribution
Account to the order of Servicer
	 	$	                    	 






     Pursuant to Section 4.10, Servicer does hereby instruct Indenture Trustee to withdraw funds
from the Reserve Account, and deposit such funds, all in accordance with Section 4.10, in the
following amounts and on the Transfer Date specified above:



	 	 	 	 	 	 	 	 	 
	 	A.	 	 	Investment Earnings (to the extent not
required for Required Reserve Account
Amount) for deposit on the Transfer
Date to Finance Charge Account
pursuant to Section 4.10(b)
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	B.	 	 	On each Transfer Date with respect to
the Accumulation Period or the Rapid
Amortization Period, the Reserve Draw
Amount (reduced by amounts otherwise
available under Section 4.04(a)(viii)
for deposit to the Reserve Account on
such Transfer Date) for deposit into
the Finance Charge Account pursuant
to Section 4.10(d)
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	C.	 	 	Reserve Account Surplus, after giving
effect to all deposits to and withdrawals
from the Reserve Account with respect
to the Transfer Date, for deposit to the
Spread Account to the extent required
to meet Required Spread Account
Amount, pursuant to Section 4.10(e)
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	D.	 	 	Remaining Reserve Account Surplus,
if any, for distribution to the Holder
of the Transferor Interest, pursuant
to Section 4.10(e)
	 	$	                                        	 






B-2









 






	 	 	 	 	 	 	 	 	 
	 	E.	 	 	On (i) Transfer Date preceding
Expected Principal Payment Date,
(ii) first Transfer Date relating to
Rapid Amortization Period or
(iii) termination of the Trust
pursuant to Article VIII of the Trust
Agreement, after all payments set
forth above, all remaining funds,
for deposit to the Spread Account
to the extent required to meet
Required Spread Account Amount,
pursuant to Section 4.10(f)
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	F.	 	 	After application pursuant to (E)
above, all remaining funds for
distribution to the Holder of the
Transferor Interest, pursuant to
Section 4.10(f)
	 	$	                                        	 






     Pursuant to Section 4.11, Servicer does hereby instruct Indenture Trustee to withdraw funds
from the Spread Account, and deposit such funds, all in accordance with Section 4.11, in the
following amounts and on the Transfer Date specified above:



	 	 	 	 	 	 	 	 	 
	 	A.	 	 	On the earlier of
the Series 2009-1
Final Maturity Date
and the day after
acceleration of the
Notes following an
Event of Default,
for deposit of the
Available Spread
Account Amount to
the Distribution
Account to pay
principal, pursuant
to Section 4.11(e)
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	B.	 	 	On any Transfer
Date, for deposit
to the Distribution
Account, pursuant
to Section 4.11(c),
to the extent
required for the
deposit to be made
pursuant to
subsection
4.04(a)(iv) and
4.04(a)(v) to pay
interest on the
Class C and D
Noteholders
(reduced by
Available Finance
Charge Collections
used for such
deposit and using
Investment Earnings
on the Spread
Account, if needed)
	 	$	                                        	 






B-3









 






	 	 	 	 	 	 	 	 	 
	 	C.	 	 	When the Principal
Balance of the
Class A Notes and
the Class B Notes
has been paid in
full, for deposit
to the Distribution
Account, pursuant
to Section 4.11(d),
to the extent
required to reduce
Class C Note
Principal Balance
and Class D Note
Principal Balance
to zero, and using
Investment Earnings
on Spread Account,
if needed
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	D.	 	 	On any Transfer
Date, Investment
Earning on the
Spread Account,
after application
above, to the
extent not required
to maintain
Required Spread
Account Amount
pursuant to
subsection 4.11(f),
for distribution to
the Holder of the
Transferor
Interest, pursuant
to subsection
4.11(b)
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	E.	 	 	On any Transfer
Date, after
application above,
excess over
Required Spread
Account Amount for
deposit to the
Finance Charge
Account for
application as
Available Finance
Charge Collections
pursuant to
subsection 4.11(g)
	 	$	                                        	 






     Pursuant to Section 4.04, Servicer does hereby instruct Indenture Trustee (i) to make
withdrawals from the Finance Charge Account on the Transfer Date specified above, in an aggregate
amount equal to the Available Finance Charge Collections, as set forth below and (ii) to apply the
proceeds of such withdrawals in accordance with subsection 4.04(a):



	 	 	 	 	 	 	 	 	 
	 	A.	 	 	Pursuant to subsection 4.04(a)(i), for
deposit to the Distribution Account:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class A Monthly Interest Payment for the
related Interest Period
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class A Interest Shortfall due to Class A
Noteholders
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class A Default Interest for the related
Distribution Date
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class A Default Interest previously due
but not distributed to Class A Noteholders
	 	$	                                        	 






B-4









 






	 	 	 	 	 	 	 	 	 
	 	B.	 	 	Pursuant to subsection 4.04(a)(ii), for
deposit to the Distribution Account:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class B Monthly Interest Payment for the
related Interest Period
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class B Interest Shortfall due to Class B
Noteholders
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class B Default Interest for the related
Distribution Date
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class B Default Interest previously due but
not distributed to Class B Noteholders
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	C.	 	 	Pursuant to subsection 4.04(a)(iii), for
distribution to the Servicer:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Noteholder Servicing Fee for the related
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), for
deposit into the Distribution Account:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class C Monthly Interest Payment for the
preceding Interest Period
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class C Interest Shortfall due to
Class C Noteholders
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class C Default Interest for the related
Distribution Date
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class C Default Interest previously due but
not distributed to Class C Noteholders
	 	$	                                        	 






B-5









 






	 	 	 	 	 	 	 	 	 
	 	E.	 	 	Pursuant to subsection 4.04(a)(v), for
deposit to the Distribution Account:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class D Monthly Interest Payment for the
preceding Interest Period
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class D Interest Shortfall due to
Class D Noteholders
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class D Default Interest for the related
Distribution Date
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Class D Default Interest previously due
but not distributed to Class D Noteholders
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	F.	 	 	Pursuant to subsection 4.04(a)(vi), for
deposit to the Principal Account:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Investor Default Amount to be treated as
Available Principal Collections
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Uncovered Dilution Amount for the related
Distribution Date to be treated as
Available Principal Collections
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	G.	 	 	Pursuant to subsection 4.04(a)(vii), for
deposit to the Principal Account:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Investor Charge Offs and the amount of
Reallocated Principal Collections not
previously reimbursed to be treated as
Available Principal Collections
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	H.	 	 	Pursuant to subsection 4.04(a)(viii):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Amount to be deposited into the Reserve
Account (on and after Reserve Account
Funding Date)
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	I.	 	 	Pursuant to subsection 4.04(a)(ix):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Amounts to be deposited into the Spread
Account
	 	$	                                        	 






B-6









 






	 	 	 	 	 	 	 	 	 
	 	J.	 	 	Pursuant to subsection 4.04(a)(x):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	All remaining amounts to constitute Excess
Finance Charge Collections for the related
Distribution Date (See III below)
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	K.	 	 	Pursuant to subsection 4.04(a)(xi):
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Other amounts to be paid or deposited
under the Class B Note Purchase Agreement
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	L.	 	 	Pursuant to subsection 4.04(a)(xii):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Other amounts to be paid or deposited
under the Class C Note Purchase Agreement
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	M.	 	 	Pursuant to subsection 4.04(a)(xiii):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Other amounts to be paid or deposited
under the Class D Note Purchase Agreement
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	N.	 	 	Pursuant to subsection 4.04(a)(xiv):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Any remaining amount to be paid to the
Transferor
	 	$	                                        	 






     Pursuant to Section 4.04(b) and (c), Servicer does hereby instruct Indenture Trustee (i) to
make withdrawals from the Principal Account on the Transfer Date specified above, in an aggregate
amount equal to Available Principal Collections, as set forth below, and (ii) to apply the proceeds
of such withdrawals in accordance with Section 4.04(b) and (c):



	 	 	 	 	 	 	 	 	 
	 	A.	 	 	Pursuant to subsection 4.04(b):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	During the Revolving Period, an amount
equal to the Available Principal
Collections (including amounts
withdrawn from the Finance Charge
Account pursuant to subsections
4.04(a)(vi) and (vii) and excluding
Reallocated Principal Collections) to
be
treated as Excess Principal Collections
and applied in accordance with Section
4.08 (See III below)
	 	$	                                        	 






B-7









 






	 	 	 	 	 	 	 	 	 
	 	B.	 	 	Pursuant to subsection 4.04(c)(i):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	On each Transfer Date with respect to
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):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	On each Transfer Date with respect to
the Rapid Amortization Period, Monthly
Principal for such Transfer Date to be
deposited to the Distribution Account
for payment to the Class A Noteholders
on the related Distribution Date until
an aggregate amount equal to the Class
A Note Principal Balance has been so
deposited
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	D.	 	 	Pursuant to subsection 4.04(c)(iii):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	On each Transfer Date with respect to
the Rapid Amortization Period, after
giving effect to Clause (C) above,
remaining Monthly Principal, if any,
to be deposited to the Distribution
Account for payment to the Class B
Noteholders on the related
Distribution Date until an aggregate
amount equal to the Class B Note
Principal Balance has been so
deposited
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	E.	 	 	Pursuant to subsection 4.04(c)(iv):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	On each Transfer Date with respect to
the Rapid Amortization Period, after
giving effect to Clause (D) above,
remaining Monthly Principal, if any,
to be deposited to the Distribution
Account for payment to the Class C
Noteholders, on the related
Distribution Date until an aggregate
amount equal to the Class C Note
Principal Balance has been so
deposited
	 	$	                                        	 






B-8









 






	 	 	 	 	 	 	 	 	 
	 	F.	 	 	Pursuant to subsection 4.04(c)(v):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	On each Transfer Date with respect to
the Rapid Amortization Period, after
giving effect to Clause (E) above,
remaining Monthly Principal, if any,
to be deposited to the Distribution
Account for payment to the Class D
Noteholders, on the related
Distribution Date until an aggregate
amount equal to the Class D Note
Principal Balance has been so
deposited
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	G.	 	 	Pursuant to subsection 4.04(c)(vi):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Any other amounts payable to the Class
B Noteholder, the Class C Noteholder
and the Class D Noteholder
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	H.	 	 	Pursuant to subsection 4.04(c)(vii):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Available Principal Collections, if
any, remaining after giving effect to
Clauses (B) through (G) above, to be
treated as Excess Principal
Collections
	 	$	                                        	 






     Pursuant to Section 4.06, Servicer does hereby instruct Indenture Trustee (i) to make a
withdrawal from the Principal Account on the Transfer Date specified above, as set forth below and
(ii) to apply the proceeds of such withdrawal in accordance with Section 4.06:



	 	 	 	 	 
	Reallocated Principal
Collections, up to the
amount required to fund
any deficiency pursuant
to and in the priority
set forth in subsections
4.04(a)(i), (ii), (iii)
and (iv) of the
Indenture Supplement
(after application of
Excess Finance Charge
Collections from other
Series and amounts
available from the
Reserve Account) to be
deposited to the
Distribution Account for
payment to the Class A,
Class B and Class C
Noteholders or
distributed to the
Servicer as set forth
below
	 	$	                                        	 





$                     to Distribution Account



$                     to Servicer




B-9









 







II. INSTRUCTIONS TO MAKE CERTAIN PAYMENTS ON THE DISTRIBUTION DATE ON                     , 20___.




     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 Distribution Account or the
Principal Accumulation Account, as applicable, on the Distribution Date specified above, the
following amounts:



	 	 	 	 	 	 	 	 	 
	 	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
	 	$	                                        	 






B-10









 






	 	 	 	 	 	 	 	 	 
	 	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 on the
Class C Notes pursuant to the
Indenture Supplement,
including amounts withdrawn
from the Spread Account
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	(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 of the
Class C Notes pursuant to the
Indenture Supplement
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	D.	 	 	Pursuant to subsection 5.02(d):
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	(1	)	 	Class D 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 D Notes pursuant to the
Indenture Supplement,
including amounts withdrawn
from the Spread Account
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	(2	)	 	Class D 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 D Notes pursuant to the
Indenture Supplement
	 	$	                                        	 






III. EXCESS AMOUNTS.




     Pursuant to Section 8.06 of the Indenture, as applicable, Servicer does hereby instruct
Indenture Trustee to apply Excess Finance Charge Collections from all Series in Group One in the
following amounts and priorities on the Transfer Date specified above:



	 	 	 	 	 	 	 	 	 
	 	A.	 	 	Aggregate Excess Finance Charge
Collections, by Series:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Series [                    ]
	 	$	                                        	 
	 	 	 	 	Series [                    ]
	 	$	                                        	 
	 	 	 	 	Total
	 	$	                                        	 






B-11









 






	 	 	 	 	 	 	 	 	 
	 	B.	 	 	Allocated to finance charge shortfalls:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Series [                    ]
	 	$	                                        	 
	 	 	 	 	Series [                    ]
	 	$	                                        	 
	 	 	 	 	Total
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	C.	 	 	Allocated to excess servicing fees:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Series [                    ]
	 	$	                                        	 
	 	 	 	 	Series [                    ]
	 	$	                                        	 
	 	 	 	 	Total
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	D.	 	 	Allocated to Class B Noteholders
pursuant to Section 4.04(a)(xi)
(See I (B)(2)(K))
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Allocated to Class C Noteholders
pursuant to Section 4.04(a)(xii)
(See I (B)(2)(L))
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Allocated to Class D Noteholders
Pursuant to Section 4.04(a)(xiii)
(See I(B)(2)(M))
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	E.	 	 	Remainder distributed to Holder of
Transferor Interest pursuant to
Section 4.04(a)(xiv)
(See I (B)(2)(N))
	 	$	                                        	 






     Pursuant to Sections 8.03 and 8.05 of the Indenture, as applicable, Servicer does hereby
instruct Indenture Trustee to apply Excess Principal Collections from all Principal Sharing Series
in Group One and, if needed, amounts on deposit in the Excess Funding Account, in the following
amounts and priorities on the related Distribution Date:



	 	 	 	 	 	 	 	 	 
	 	A.	 	 	Aggregate Excess
Principal
Collections, by
Series:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Series [                    ]
	 	$	                                        	 
	 	 	 	 	Series [                    ]
	 	$	                                        	 
	 	 	 	 	Total
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	B.	 	 	Allocated to
principal
shortfalls and
deposited to the
related Series
Account:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Series [                    ]
	 	$	                                        	 
	 	 	 	 	Series [                    ]
	 	$	                                        	 
	 	 	 	 	Total
	 	$	                                        	 






B-12









 






	 	 	 	 	 	 	 	 	 
	 	C.	 	 	Allocated to
variable funding
series principal
payments at
Transferor’s
direction:
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Series [                    ]
	 	$	                                        	 
	 	 	 	 	Series [                    ]
	 	$	                                        	 
	 	 	 	 	Total
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	D.	 	 	Deposited to Excess
Funding Account to
maintain Minimum
Transferor Interest
and Minimum
Aggregate Principal
Receivables
	 	$	                                        	 
	 	 	 	 	 
	 	 	 	 
	 	E.	 	 	Remainder
distributed to
Holder of
Transferor Interest
	 	$	                                        	 






     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-13











 





EXHIBIT C




FORM OF MONTHLY REPORT TO NOTEHOLDERS




FIRST NATIONAL MASTER NOTE TRUST SERIES 2009-1



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 October 24, 2002 (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 Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company,
N.A., as indenture trustee (the “Indenture Trustee”), under the Master Indenture dated as of
October 24, 2002 (the “Indenture”), by and between Issuer and the Indenture Trustee, and
acknowledged by Transferor and Servicer, as supplemented by the Series 2009-1 Indenture Supplement,
dated as of June 9, 2009, by and between Issuer and Indenture Trustee, and acknowledged by
Transferor and Servicer (the “Supplement”). Capitalized terms used in this report have their
respective meanings set forth in the Supplement. References herein to certain sections and
subsections are references to the respective sections and subsections of the Supplement. This
report is delivered pursuant to Section 5.03(a) of the Supplement.




(b) FNBO is the Servicer under the Transferor and Servicing Agreement.



(c) The undersigned is a Servicing Officer.



(d) With respect to this Certificate:



	 	 	 	 	 
	The Monthly Period is:
	 	 	 	 
	 
	 	 	 
	The Determination Date is:
	 	 	 	 
	 
	 	 	 
	The Record Date is:
	 	 	 	 
	 
	 	 	 
	The Transfer Date is:
	 	 	 	 
	 
	 	 	 
	The Distribution Date is:
	 	 	 	 
	 
	 	 	 
	The Controlled Accumulation Date is:
	 	 	 	 
	 
	 	 	 
	The Interest Period begins:
	 	 	 	 
	 
	 	 	 
	The Interest Period ends:
	 	 	 	 
	 
	 	 	 
	Number of days in Interest Period:
	 	 	 	 
	 
	 	 	 
	[Show by class if different]
	 	 	 	 






(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 2009-1 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 and, if the
Reserve Account Funding Date has occurred, the Available Reserve Account Amount equals the Required Reserve Account Amount.



	 	 	 	 	 
	A. INFORMATION REGARDING THE PERFORMANCE OF THE RECEIVABLES
	 	 	 	 
	 
	 	 	 	 
	1. Number of Accounts at Beginning of Monthly Period
	 	 	 	 
	 
	 	 	 
	Number of Accounts at End of Monthly Period
	 	 	 	 
	 
	 	 	 
	Average Account Balance at End of Monthly Period
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	2. Principal Receivables
	 	 	 	 
	(a) Beginning of Monthly Period
	 	 	 	 
	 
	 	 	 
	(b) End of Monthly Period
	 	 	 	 
	 
	 	 	 
	(c) Average Principal Receivables at End of Monthly Period
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	3. Increase in Principal Receivables from Account Additions
	 	 	 	 
	 
	 	 	 
	Increase in Finance Charge Receivables from Account Additions
	 	 	 	 
	 
	 	 	 
	Increase in Total Receivables from Account Additions
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	4. Decrease in Principal Receivables from Removed Accounts
	 	 	 	 
	 
	 	 	 
	Decrease in Finance Charge Receivables from Removed Accounts
	 	 	 	 
	 
	 	 	 
	Decrease in Total Receivables from Removed Accounts
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	5. 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:
	 	 	 	 	 	 	 	 
	 	 	 





C-2









 





	 	 	 	 	 
	6. Aggregate amount of Collections
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(a) Total Collections
	 	 	 	 
	 
	 	 	 
	(b) Total Principal Collections
	 	 	 	 
	 
	 	 	 
	(c) Total Finance Charge Collections
	 	 	 	 
	 
	 	 	 
	(d) Aggregate Allocation Percentages for Outstanding Series
	 	 	 	 
	 
	 	 	 
	(e) Aggregate Allocation Percentages of Principal Collections
	 	 	 	 
	 
	 	 	 
	(f) Aggregate Allocation Percentages of Finance Charge Collections
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	7. Aggregate amount of Principal Receivables in Accounts which became Defaulted
Accounts during the Monthly Period
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	8. Servicer Interchange
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	9. The aggregate amount of Finance Charge Collections for the Receivables Trust for
the Monthly Period
	 	 	 	 
	(a) Interchange
	 	 	 	 
	 
	 	 	 
	(b) Recoveries
	 	 	 	 
	 
	 	 	 
	(c) Finance Charges and Fees
	 	 	 	 
	 
	 	 	 
	(d) Discount Receivables
	 	 	 	 
	 
	 	 	 
	Total
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	10. Aggregate Uncovered Dilution Amount for the Monthly Period
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	11. End of Monthly Period Trust Receivables
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	B. OUTSTANDING SECURITIES INFORMATION (TRUST LEVEL)
	 	 	 	 
	 
	 	 	 	 
	1. Outstanding principal balance of all securities secured by pool assets (sum of all
Series)
	 	 	 	 
	(a) At end of prior Distribution Date
	 	 	 	 
	 
	 	 	 
	(b) Increase due to new securities issued
	 	 	 	 
	 
	 	 	 
	(c) Decrease due to principal payments
	 	 	 	 
	 
	 	 	 
	(d) Increases in variable securities
	 	 	 	 
	 
	 	 	 
	(e) Decreases in variable securities
	 	 	 	 
	 
	 	 	 
	(f) At end of Distribution Date
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	C. INFORMATION REGARDING THE SERIES 2009-1 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)
made on the Distribution Date
	 	 	 	 
	 
	 	 	 
	(b) Reimbursements to be made on the Distribution Date from Available Finance
Charge Collections
	 	 	 	 
	 
	 	 	 
	(c) Collateral Amount at the close of business on the Distribution Date
	 	 	 	 
	 
	 	 	 





C-3









 






	 	 	 	 	 
	2. Note Principal Balance at the close of business on the prior Distribution Date
	 	 	 	 
	(a) Class A Note Principal Balance
	 	 	 	 
	 
	 	 	 
	(b) Class B Note Principal Balance
	 	 	 	 
	 
	 	 	 
	(c) Class C Note Principal Balance
	 	 	 	 
	 
	 	 	 
	(d) Class D Note Principal Balance
	 	 	 	 
	 
	 	 	 
	Total Note Principal Balance
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	3. Series 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 available from other Group I Series allocated to the
Series
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	6. Aggregate amounts treated as Available Principal Collections pursuant to
subsections 4.04(a)(vi) and (vii)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	7. Reallocated Principal Collections (up to the Monthly Principal Reallocation
Amount) applied pursuant to Section 4.06
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	8. AVAILABLE PRINCIPAL COLLECTIONS (4+5+6-7)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	9. Principal Accumulation Investment Earnings
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	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)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	13. Excess amounts from Spread Account treated as Available Finance Charge Collections
pursuant to Section 4.11(g)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	14. AVAILABLE FINANCE CHARGE COLLECTIONS (9+10+11+12+13)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	15. Available Finance Charge Collections were allocated in the following priority:
	 	 	 	 
	 
	 	 	 	 
	(a) to Class A Noteholders,
	 	 	 	 
	Class A Monthly Interest
	 	 	 	 
	 
	 	 	 





C-4









 






	 	 	 	 	 
	Class A Interest Shortfall
	 	 	 	 
	 
	 	 	 
	Class A Default Amount
	 	 	 	 
	 
	 	 	 
	Class A Default Amount previously due but not distributed
	 	 	 	 
	 
	 	 	 
	Total
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(b) to Class B Noteholders,
	 	 	 	 
	Class B Monthly Interest
	 	 	 	 
	 
	 	 	 
	Class B Interest Shortfall
	 	 	 	 
	 
	 	 	 
	Class B Default Amount
	 	 	 	 
	 
	 	 	 
	Class B Default Amount previously due but not distributed
	 	 	 	 
	 
	 	 	 
	Total
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(c) to Servicer, the Noteholder Servicing Fee
(after adjustment for Servicer Interchange shortfall, if any)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(d) to Class C Noteholders,
	 	 	 	 
	Class C Monthly Interest
	 	 	 	 
	 
	 	 	 
	Class C Interest Shortfall
	 	 	 	 
	 
	 	 	 
	Class C Default Amount
	 	 	 	 
	 
	 	 	 
	Class C Default Amount previously due but not distributed
	 	 	 	 
	 
	 	 	 
	Total
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(e) to the Class D Noteholders:
	 	 	 	 
	Class D Monthly Interest
	 	 	 	 
	 
	 	 	 
	Class D Interest Shortfall
	 	 	 	 
	 
	 	 	 
	Class D Default Amount
	 	 	 	 
	 
	 	 	 
	Class D Default Amount previously due but not distributed
	 	 	 	 
	 
	 	 	 
	Total
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(f) Investor Default Amount and Uncovered Dilution Amount were included in
Available Principal Collections
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(g) Investor Charge-Offs and Reallocated Principal Collections not previously
reimbursed were included in Available Principal Collections
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(h) to Reserve Account, excess of Required Reserve Account Amount over the
Available Reserve Account Amount
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(i) to Spread Account, excess of Required Spread Account Amount over Available
Spread Account Amount
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(j) remaining amount constitutes Excess Finance Charge Collections
	 	 	 	 
	 
	 	 	 





C-5









 






	 	 	 	 	 
	(k) amounts required to be deposited or paid under the Class B Note Purchase
Agreement
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(l) amounts required to be deposited or paid under the Class C Note Purchase
Agreement
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(m) amounts required to be deposited or paid under the Class D Note Purchase
Agreement
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(n) balance to the Transferor
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	16. Available Principal Charge Collections were allocated in the following priority:
	 	 	 	 
	 
	 	 	 	 
	(a) during Revolving Period, treated as Excess Principal Collections
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(b) with respect to Accumulation Period,
	 	 	 	 
	(i) Monthly Principal deposited to Principal Accumulation Account
	 	 	 	 
	 
	 	 	 
	(ii) balance treated as Excess Principal Collections
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(c) with respect to Rapid Amortization Period,
	 	 	 	 
	(i) Monthly Principal to Class A Noteholders up to Class A Note Principal
Balance
	 	 	 	 
	 
	 	 	 
	(ii) Monthly Principal to Class B Noteholders up to Class B Note Principal
Balance
	 	 	 	 
	 
	 	 	 
	(iii) Monthly Principal to Class C Noteholders up to Class C Note Principal
Balance
	 	 	 	 
	 
	 	 	 
	(iv) Monthly Principal to Class D Noteholders up to Class D Note Principal
Balance
	 	 	 	 
	 
	 	 	 
	(v) balance treated as Excess Principal Collections
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	17. Excess funds were allocated in the following order of priority:
	 	 	 	 
	 
	 	 	 	 
	(a) Excess Finance Charge Collections,
	 	 	 	 
	(i) to other Excess Allocation Series in Group One, for finance charge
shortfalls
	 	 	 	 
	 
	 	 	 
	(ii) to the Successor Servicer, for unpaid excess servicing fees
	 	 	 	 
	 
	 	 	 
	For this Series
	 	 	 	 
	 
	 	 	 
	For other Series
	 	 	 	 
	 
	 	 	 
	(iii) remaining amount to be allocated pursuant to 15 (k), (1),(m) and (n)
	 	 	 	 
	 
	 	 	 





C-6









 






	 	 	 	 	 
	(b) Excess Principal Collections,
	 	 	 	 
	(i) to other Excess Allocation Series in Group One, for principal shortfalls
	 	 	 	 
	 
	 	 	 
	(ii) applied as principal for Notes in Group One
	 	 	 	 
	 
	 	 	 
	(iii) the balance to Holder of Transferor Interest
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	18. 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)
	 	 	 	 
	 
	 	 	 
	(c) Total Investor Default Amount (axb)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	19. Uncovered Dilution Amount allocated to the Series for the Monthly Period
	 	 	 	 
	(a) Dilutions not covered by Transferor
	 	 	 	 
	 
	 	 	 
	(b) Allocation Percentage (B.3(c) above)
	 	 	 	 
	 
	 	 	 
	(c) Total Uncovered Dilution Amount (axb)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	20. Investor Charge-Offs (including any Uncovered Dilution Amount not covered by
Transferor) for the Monthly Period
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	21. Ratings of the Class A Notes
	 	 	 	 
	Moody’s
	 	 	 	 
	 
	 	 	 
	S&P
	 	 	 	 
	 
	 	 	 
	Fitch)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	22. Ratings of the Class B Notes
	 	 	 	 
	Moody’s
	 	 	 	 
	 
	 	 	 
	S&P
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	23. Ratings of the Class C Notes
	 	 	 	 
	S&P
	 	 	 	 
	 
	 	 	 
	Fitch
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	24. Ratings of the Class D Notes
	 	 	 	 
	S&P
	 	 	 	 
	 
	 	 	 
	Fitch
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	25. Note Interest Rate for the Monthly Period
	 	 	 	 
	(a) Class A Note Interest Rate
	 	 	 	 
	 
	 	 	 
	(b) Class B Note Interest Rate
	 	 	0.00	%
	(c) Class C Note Interest Rate
	 	 	0.00	%
	(d) Class D Note Interest Rate
	 	 	0.00	%






C-7









 






	 	 	 	 	 
	26. Ending Note Principal Balance on the Distribution Date, after taking into account
distributions on the Notes:
	 	 	 	 
	(a) Class A Note Principal Balance
	 	 	 	 
	 
	 	 	 
	(b) Class B Note Principal Balance
	 	 	 	 
	 
	 	 	 
	(c) Class C Note Principal Balance
	 	 	 	 
	 
	 	 	 
	(d) Class D Note Principal Balance
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Total Note Principal Balance
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	D. QUARTERLY NET YIELD
	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	[                    ]	 	[                    ]	 	[                    ]
	 	 	Monthly Period	 	Monthly Period	 	Monthly Period
	 	 	 
	Yield
	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 
	Less Investor Default Amt (18c)
	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 
	Less Uncovered Dilution Amt (19c)
	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a) Portfolio Yield
	 	 	 	 	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%
	Monthly Interest
	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 
	Plus Noteholder Servicing Fee
	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(b) Base Rate
	 	 	 	 	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(a)–(b) = Net Yield Percentage
	 	 	 	 	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%	 	 	 	 	 	 	[     ]	%
	Quarterly Net Yield for
Distribution Date [     ]%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 
	E. INFORMATION REGARDING THE PRINCIPAL ACCUMULATION ACCOUNT
	 	 	 	 
	 
	 	 	 	 
	1. Opening Principal Accumulation Account Balance on the Distribution Date
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	2. Controlled Deposit Amount to be deposited to the Principal Accumulation Account on
the Distribution Date
	 	 	 	 
	(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 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
	 	 	 	 
	 
	 	 	 
	(d) Distribution in reduction of the Class D Notes
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	4. Principal Accumulation Account ending balance after deposit/withdrawal on the
Distribution Date
	 	 	 	 
	 
	 	 	 





C-8









 






	 	 	 	 	 
	F. INFORMATION REGARDING THE SPREAD ACCOUNT
	 	 	 	 
	 
	 	 	 	 
	1. Opening Available Spread Account Amount on the Distribution Date
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	2. Aggregate amount required to be withdrawn pursuant to Section 4.11(c) for
distribution to Class C Noteholders and the Class D Noteholders pursuant to
Section 4.04(a)(iv) and Section 4.04(a)(v)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	3. Aggregate amount required to be withdrawn pursuant to Section 4.11(d) or 4.11(e)
for distribution in reduction of the Class C Note Principal Balance and the Class
D Note Principal Balance
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	4. Spread Account Percentage for the Distribution Date
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	5. Closing Required Spread Account Amount for the Distribution Date
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	6. Amount on deposit in Spread Account after required withdrawals on the Distribution
Date (1-(2+3))
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	7. Spread Account Deficiency, if any (5 minus 6)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	8. Amounts deposited pursuant to Section 4.04(a)(ix) or 4.10(e)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	9. Remaining Spread Account Deficiency, if any (7 minus 8)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	10. Spread Account Surplus, if any (6 minus 5), included in Available Finance Charge
Collections
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	G. INFORMATION REGARDING THE RESERVE ACCOUNT
	 	 	 	 
	 
	 	 	 	 
	1. Reserve Account Funding Date
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	2. Opening Available Reserve Account Amount on the Distribution Date
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	3. Aggregate amount required to be withdrawn pursuant to Section 4.10(d) for
inclusion in Available Finance Charge Collections:
	 	 	 	 
	(a) Covered Amount
	 	 	 	 
	 
	 	 	 
	(b) Principal Accumulation Investment Earnings
	 	 	 	 
	 
	 	 	 
	(c) Reserve Draw Amount (a MINUS b)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	4. Required Reserve Account Amount
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	5. Reserve Account Surplus (4-(2-3))
	 	 	 	 
	 
	 	 	 






C-9









 






	 	 	 	 	 
	H. INFORMATION REGARDING ACCUMULATION PERIOD
	 	 	 	 
	 
	 	 	 	 
	1. Accumulation Period Length (months)
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	2. Controlled Accumulation Amount
(as recalculated, if Accumulation Period Length is shortened pursuant to Section
4.13)
	 	 	 	 
	 
	 	 	 





C-10









 





     IN WITNESS thereof, the undersigned has duly executed and delivered this Certificate the       day of
                    , 20     .



	 	 	 	 	 
	 	FIRST NATIONAL BANK OF OMAHA,

Servicer

 	 
	 	By  	 	 
	 	 	Name 	 
	 	 	Title 	 
	 




C-11











 





ATTACHMENT 1

TO

FORM OF MONTHLY REPORT TO NOTEHOLDERS




SERVICER’S CERTIFICATE




     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 October 24, 2002, 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:



	 	 	 
	1. The Transferor Interest is less than Minimum Transferor
Interest
	 	[Yes][No]
	 
	 	 
	(a) Transferor Interest as of the end of the Related Monthly
Period
	 	 
	 
	 	 
	(b) Minimum Transferor Interest as of the end of the Related
Monthly Period
	 	 
	 
	 	 
	 
	 	 
	2. The Aggregate Principal Receivables is less than the Minimum
Aggregate Principal Receivables
	 	[Yes][No]
	 
	 	 
	(a) Aggregate Principal Receivables as of the end of the
Related Monthly Period
	 	 
	 
	 	 
	(b) Minimum Aggregate Principal Receivables as of the end of
the Related Monthly Period
	 	 
	 
	 	 
	 
	 	 
	3. Are there any material modifications, extensions or waivers to pool asset terms, fees, penalties or
payments? If the answer is yes, please describe.
	 	[Yes][No]
	 
	 	 
	4. Are there any material breaches of representations and warranties relating to the pool assets or
material breaches of covenants under the Transaction Documents? If the answer is yes, please
describe.
	 	[Yes][No]
	 
	 	 
	5. Are there any material changes in the solicitation, credit-granting, underwriting, origination,
acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or
select the new pool assets? If the answer is yes, please describe.
	 	[Yes][No]
	 
	 	 
	6. Are there any material changes to the pool assets? If the answer is yes, please describe.
	 	[Yes][No]






C-12









 






     IN WITNESS thereof, the undersigned has duly executed and delivered this Certificate the       day of                                         ,
20     .



	 	 	 	 	 
	 	FIRST NATIONAL BANK OF OMAHA,

Servicer

 	 
	 	By  	
 	 
	 	 	Name 	 	 
	 	 	Title 	 	 



C-13









 






	 	 	 	 	 



EXHIBIT D




FORM OF MONTHLY SERVICER’S CERTIFICATE




FIRST NATIONAL BANK OF OMAHA




FIRST NATIONAL MASTER NOTE TRUST, SERIES 2009-1





     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 October 24, 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 October 24, 2002 (as amended
or supplemented, the “Master Indenture”), between Issuer 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
(“Indenture Trustee”) as supplemented by the Series 2009-1 Indenture Supplement, dated as of June
9, 2009, 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









 







EXHIBIT E




FORM OF NOTE INVESTOR CERTIFICATION



[DATE]



The Bank of New York

Mellon Trust Company, N.A.

   as Indenture Trustee

2 North LaSalle Street

Suite 1020

Chicago, IL 60602

Attention: Corporate Trust Division



First National Master Note Trust

c/o First National Bank of Omaha,

   Administrator

1620 Dodge Street, Stop Code 3084

Omaha, NE 68197-3084





     Re: First National Master Note Trust, Series 2009-1


Ladies and Gentlemen:




     In connection with our proposed purchase of $                     in principal amount of First National Master
Note Trust, Series 2009-1 Class [B/C/D] Notes (the “Notes”), we confirm that:



     1. We agree to be bound by the restrictions and conditions set forth in the Master Indenture,
dated as of October 24, 2002, as amended and as supplemented by the Series 2009-1 Indenture
Supplement thereto, dated as of June 9, 2009 (collectively, the “Indenture”), each by and between
First National Master Note Trust, as Issuer, 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 (the “Trustee”),
and agree to be bound by, and not reoffer, resell, pledge or otherwise transfer (any such act, a
“Transfer”), the Notes except in compliance with such restrictions and conditions.



     2. We understand that the Notes have not been and will not be registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any state securities law and agree that the
Notes may be reoffered, resold, pledged or otherwise transferred only in compliance with the
Securities Act and other applicable laws and only to a person that we reasonably believe is a
qualified institutional buyer within the meaning of Rule 144A (a “QIB”) purchasing for its own
account or a QIB purchasing for the account of a QIB, whom we have informed, in each case, that the
reoffer, resale, pledge or other transfer is being made in reliance on Rule 144A.



     3. We are [a QIB purchasing for our own account] [a QIB purchasing for the account of a QIB].
We have such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Notes, and we and any account for which we
are acting are each able to bear the economic risk of our or its investment.



 









 





     4. We are acquiring the Notes purchased by us for investment purposes and not with a view to,
or for offer or sale in connection with, any distribution in violation of the Securities Act. We
hereby agree that we will not resell or otherwise transfer the Notes or any interest therein unless
the purchaser thereof provides or has provided to the addressee hereof a letter substantially in
the form hereof. We further understand that, on any proposed resale, pledge or transfer of any
Notes, we will be required to furnish to the Trustee and the Registrar such certification and other
information as the Trustee or the Registrar may reasonably require to confirm that the proposed
sale complies with the foregoing restrictions and with the restrictions and conditions of the Notes
and the Indenture pursuant to which the Notes were issued. We further understand that Notes
purchased by us will bear a legend to the foregoing effect.



     5. We are not (i) an employee benefit plan (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of
Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, which is subject to
Section 4975 of the Code, (iii) a governmental plan, non-U.S. plan or church plan, subject to any
federal, state or local law which is, to a material extent, similar to the provisions of Section
406 of ERISA or Section 4975 of the Code, (iv) an entity whose underlying assets include plan
assets by reason of an employee benefit plan’s or other plan’s investment in such entity, or (v) a
person investing “plan assets” of any such plan.



     6. We further understand that, on any proposed resale, pledge or transfer of any Notes, we
will be required to furnish to Trustee and the Registrar such certification and other information
as Trustee or the Registrar may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions and with the restrictions and conditions of the Notes and the Indenture
pursuant to which the Notes were issued. We further understand that Notes purchased by us will
bear a legend to the foregoing effect.



     7. The person signing this letter on behalf of the ultimate beneficial purchaser of the Notes
has been duly authorized by such beneficial purchaser of the Notes to do so, and this letter has
been duly executed and delivered and constitutes the legal, valid and binding obligation of the
purchaser, enforceable against the purchaser in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
or equitable principles affecting the enforcement of creditors’ rights generally and general
principles of equity.



     You are entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.



	 	 	 	 	 
	 	Very truly yours,



[NAME OF PURCHASER]

 	 
	 	By  	
 	 
	 	 	Name 	 	 
	 	 	Title 	 	 
	 




E-2