SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

 

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                                                                     EXHIBIT 4.1

 

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                            SERIES 2005-1 SUPPLEMENT

 

 

                                        to

 

 

                           SECOND AMENDED AND RESTATED

                         POOLING AND SERVICING AGREEMENT

 

                          Dated as of October 24, 2002

 

                                  by and among

 

 

                            FIRST NATIONAL FUNDING LLC,

                                   Transferor

 

 

                          FIRST NATIONAL BANK OF OMAHA,

                                    Servicer

 

 

                                       and

 

 

                               THE BANK OF NEW YORK,

                                     Trustee

 

 

                     First Bankcard Master Credit Card Trust

                           Series 2005-1 Certificates

          $541,500,000 (Maximum) Class A Variable Funding Certificates

                    $58,500,000 (Maximum) Collateral Interest

 

 

                          Dated as of October 17, 2005

 

 

 

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                                TABLE OF CONTENTS

 

                                                                           Page

 

 

 

 

Section 1.     Definitions.....................................................1

Section 2.     Designation....................................................21

Section 3.     Delivery and Payment for the Class A Certificates..............21

Section 4.     Form of Delivery of Class A Certificates.......................21

Section 5.     Reassignment and Transfer Terms................................21

Section 6.     Article IV of the Agreement....................................22

         Section 4.01A. Rights of Certificateholders.........................22

         Section 4.03A. Collections and Allocations..........................23

         Section 4.03B. Determination of Monthly Interest....................26

         Section 4.04.   Application of Collections...........................27

         Section 4.05.   Investor Charge-Offs.................................30

         Section 4.06.   Reallocated Principal Collections....................30

         Section 4.07.   Excess Finance Charge Collections....................31

         Section 4.08.   Shared Principal Collections.........................31

         Section 4.09.   Certain Series Accounts..............................32

         Section 4.10.   Extension and Termination............................33

         Section 4.11.   Adjustments to Investor Interest.....................33

         Section 4.12.   Spread Account.......................................36

          Section 4.13.   Investment Instructions..............................38

         Section 4.14.   Investor Servicing Fee...............................38

         Section 4.15.   Fees, Increased Costs................................38

         Section 4.16.   Certificate Interest Rates...........................41

         Section 4.17.   Interchange..........................................42

         Section 4.18.   Foreign Accounts.....................................42

         Section 4.19.   Funding Account......................................42

         Section 4.20.   Taxes................................................44

Section 7.     Article V of the Agreement.....................................45

         Section 5.01.   Distributions........................................45

         Section 5.02.   Certificateholders' Statement........................46

Section 8.     Series 2005-1 Pay Out Events...................................47

Section 9.     Restrictions on Transfer.......................................49

Section 10.    Nonpetition....................................................50

Section 11.    Miscellaneous Provisions.......................................50

 

 

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                                    EXHIBITS

 

 

EXHIBIT A      FORM OF CLASS A CERTIFICATE

EXHIBIT B      FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION TO TRUSTEE

EXHIBIT C      FORM OF MONTHLY REPORT TO CERTIFICATEHOLDERS

EXHIBIT D      FORM OF MONTHLY SERVICER'S CERTIFICATE

EXHIBIT E      FORM OF INVESTOR CERTIFICATION

 

 

 

 

                                       ii

 

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                            SERIES 2005-1 SUPPLEMENT

 

 

THIS SERIES 2005-1 SUPPLEMENT, dated as of October 17, 2005 (this "Supplement"),

by and among FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company,

as Transferor; FIRST NATIONAL BANK OF OMAHA, a national banking association, as

Servicer, and THE BANK OF NEW YORK, a New York banking corporation, as Trustee

(the "Trustee") under the Agreement referred to below.

 

Trustee, Transferor and Servicer have entered into the Second Amended and

Restated Pooling and Servicing Agreement dated as of October 24, 2002 (as

further amended from time to time and as supplemented by this Supplement, the

"Agreement").

 

Section 6.09 of the Agreement provides, among other things, that Transferor and

Trustee may at any time and from time to time enter into a supplement to the

Agreement for the purpose of authorizing the delivery by Trustee to Transferor

for the execution and redelivery to Trustee for authentication of one or more

Series of Certificates.

 

Pursuant to this Supplement, Transferor and Trustee shall create a new Series of

Investor Certificates and shall specify the Principal Terms thereof.

 

In the event that any term or provision contained herein shall conflict with or

be inconsistent with any provision contained in the Agreement, the terms and

provisions of this Supplement shall govern.

 

      SECTION 1. DEFINITIONS. All Article, Section or Subsection references

herein shall mean Article, Section or Subsection of the Agreement, except as

otherwise specified herein. All capitalized terms used herein but not otherwise

defined herein shall have the meanings given to such terms in the Agreement.

Each capitalized term defined herein shall relate only to the Series 2005-1

Certificates and no other Series of Certificates issued by the Trust.

 

"Adjusted Amount" is defined in Section 4.11.

 

"Adjustment Date" is defined in Section 4.11.

 

"Affected Party" means any Series 2005-1 Certificateholder, any Participant, any

Support Provider or any Funding Agent.

 

"Aggregate Investor Interest" means, as of any date of determination, the sum of

the Investor Interests in all Series of Certificates.

 

"Aggregate Principal Balance" means, as of any time of determination, the sum of

(a) the Aggregate Principal Receivables and (b) the amount on deposit in the

Excess Funding Account (exclusive of any Investment Earnings on such amount).

 

"Aggregate Principal Receivables" means, as of any date of determination, the

total amount of Principal Receivables as of such date other than Discount Option

Receivables and Receivables in Defaulted Accounts.

 

"Allocation Percentage" means, with respect to any Monthly Period, the

percentage equivalent of a fraction:

 

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            (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

            Controlled Amortization Period, and for Default Amounts at any time,

            the Average Investor Interest for the prior Monthly Period; or

 

                  (ii) for Finance Charge Collections during the Rapid

            Amortization Period and for Principal Collections during the Rapid

            Amortization Period and the Controlled Amortization Period, the

            Investor Interest 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 Controlled Amortization Period;

 

      provided, however, that prior to the occurrence of a Pay Out Event,

      Transferor may, by written notice to Trustee, Servicer, the Funding Agent

      and each Rating Agency, reduce the numerator used for purposes of

      allocating Principal Collections and Finance Charge Collections to Series

      2005-1 Certificates 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 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 2005-1

      Certificates; and provided, further, that Transferor may designate that

      the numerator for Finance Charge Collections during the Rapid Amortization

      Period will be the Investor Interest at the end of the last day of the

      prior Monthly Period by notice to Servicer, the Funding Agent and 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 Collections or Default Amounts,

      as applicable, for all outstanding Note Series and all outstanding Series

      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.

 

"Alternate Base Rate" means, on any date, the Federal Funds Effective Rate plus

0.50% per annum; provided that after the occurrence and during the continuance

of a Rate Trigger Event, the Alternate Base Rate shall be the Prime Rate plus

2.0% per annum.

 

"Amortization Period" means the period following the Revolving Period which

shall be the Controlled Amortization Period or the Rapid Amortization Period.

 

"Applicable Margin" means, with respect to the calculation of a given interest

rate, the number of basis points specified as the margin for such rate in the

Fee Letter.

 

"Applicable Pass-Through Rate" means

 

 

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(a) with respect to the Class A Certificates, (i) with respect to any Monthly

Period during which the Class A Certificates are held for the benefit of a CP

Vehicle only, the CP Rate for such CP Vehicle for such Monthly Period, (ii) with

respect to any Monthly Period during which the Class A Certificates are held for

the benefit of a CP Vehicle and the Support Providers, the weighted average of

(A) the CP Rate for such CP Vehicle for such Monthly Period (weighted on the

basis of the average daily principal amount of such Class A Certificates held

for the benefit of such CP Vehicle) and (B) the applicable Bank Rate (weighted

on the basis of the average daily principal amount of such Class A Certificates

held for the benefit of the Support Providers), (iii) with respect to any

Monthly Period during which the Class A Certificates are held for the benefit of

the Support Providers only, the applicable Bank Rate, plus (iv) in each case,

the Class A Program Fee Rate, as set forth in the Fee Letter; and

 

(b) with respect to the Collateral Interest, the applicable Bank Rate, plus the

CI Program Fee Rate, as set forth in the Fee Letter.

 

"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 from other Excess

Allocation Series allocated to Series 2005-1 Certificates for such Monthly

Period, plus (c) amounts on deposit in the Spread Account deposited into the

Finance Charge Account on the related Transfer Date to be treated as Available

Finance Charge Collections for such Transfer Date pursuant to subsections

4.12(c) or (g).

 

"Available Funding Account Amount" means, for any date of determination, an

amount equal to the lesser of (a) the amount on deposit in the Funding Account

(exclusive of Investment Earnings and before giving effect to any deposit to, or

withdrawal from, the Funding Account made or to be made with respect to such

date) and (b) the Designated Funding Account Amount, in each case on such date

of determination.

 

"Available Principal Collections" means, for any Monthly Period, an amount equal

to (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 to Series

2005-1 pursuant to Section 4.08, plus (d) the aggregate amount to be treated as

Available Principal Collections pursuant to subsections 4.04(a)(vi), (vii),

(viii) and (ix) for the related Distribution 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.

 

"Average" means, with respect to any defined term and period, (a) the weighted

average of such term based on the aggregate of the values for such term for each

day during the applicable period, divided by (b) the number of days in such

period.

 

"Bank Rate" means, for any Monthly Period, an interest rate per annum equal to

the applicable LIBOR plus the Applicable Margin; provided, however, that the

Bank Rate shall equal the Alternate Base Rate:

 

 

                                        3

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            (a) after the occurrence and during the continuance of a Rate

      Trigger Event or an event described in subsection 4.15(e) of this

      Supplement; or

 

            (b) during any Monthly Period with respect to any portion of the

      Series 2005-1 Certificates (i) held by the related Support Providers (in

      the case of the Class A Certificates) or the Collateral Interest Holder

      (in the case of the Collateral Interest) for less than the entire Monthly

      Period or (ii) as to which the Funding Agent did not receive notice or

      determine, by noon (New York City time) on the third Business Day

      preceding the first day of such Monthly Period, that such portion of the

      Series 2005-1 Certificates would be held by the related Support Providers

      (in the case of the Class A Certificates) or the Collateral Interest

      Holder (in the case of the Collateral Interest).

 

"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 the Facility Fee for such Monthly Period, (ii) all amounts payable

pursuant to subsection 4.15(c), plus any other amounts payable as part of the

Senior Cost Amount for the Series 2005-1 Certificates for such Monthly Period,

and (iii) the Investor Servicing Fee (calculated by assuming that Interchange

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 Average Invested Amount for such Monthly Period.

 

"Benchmark Amount" means, for any Distribution Date,

 

(a) with respect to the Class A Certificates, the sum of (i) the Class A

Facility Fee for the Related Monthly Period plus (ii) the greater of:

 

      (A) the product of (x) the sum of the applicable Bank Rate (calculated

      without giving effect to the proviso in the definition thereof), plus the

      Class A Program Fee Rate, (y) a fraction the numerator of which is the

      actual number of days in the Related Monthly Period and the denominator of

      which is 360, and (z) the Average Class A Invested Amount during the

      Related Monthly Period; and

 

      (B) the product of (x) the applicable CP Rate, plus the Class A Program

      Fee Rate, (y) a fraction the numerator of which is the actual number of

      days in the Related Monthly Period and the denominator of which is 360 and

      (z) the Average Class A Invested Amount during the Related Monthly Period;

 

and

 

(b) with respect to the Collateral Interest, the sum of (i) the CI Facility Fee

for the Related Monthly Period, plus (ii) the product of (A) the applicable Bank

Rate, plus the CI Program Fee Rate, (B) a fraction the numerator of which is the

actual number of days in the Related Monthly Period and the denominator of which

is 360 and (C) the Average Collateral Interest Invested Amount during the

Related Monthly Period.

 

"Broken Funding Cost" means for any portion of the Investor Interest which: (i)

has its principal reduced under Section 4.11 without compliance by the

Transferor with the notice requirements hereunder or (ii) does not become

subject to reduction following the delivery of any notice of reduction pursuant

to Section 4.11(a) or (iii) is assigned to a Support Provider or terminated

prior to the date on which it was originally scheduled to end: an amount equal

to the excess, if any, of (A) the Monthly Interest that would have accrued

during the remainder of the Monthly Periods

 

 

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or tranche periods for Commercial Paper determined by the Funding Agent to

relate to such portion of the Investor Interest subsequent to the date of such

reduction, assignment or termination (or in respect of clause (ii) above, the

date such reduction was designated to occur pursuant to the notice) if such

reduction, assignment or termination had not occurred or such notice had not

been delivered, over (B) the income, if any, actually received during the

remainder of such period by the holder of such portion of the Investor Interest

from investing the funds received or retained as a result of such event. All

Broken Funding Costs shall be due and payable hereunder upon demand.

 

"Business Day" means any day other than a Saturday, a Sunday or a day on which

banking institutions in New York, New York, Chicago, Illinois, Charlotte, North

Carolina, Wilmington, Delaware or Omaha, Nebraska are authorized or obligated by

law or executive order to be closed, The Depository Trust Company of New York is

open for business and, if the applicable Business Day relates to any computation

or payment to be made with respect to LIBOR, any day on which dealings and

dollar deposits are carried on in the London interbank market.

 

"Cap Increase Event" shall mean the occurrence of any of the following: (a) at

the option of the Funding Agent, any representation or warranty under a

Transaction Document proves to have been materially incorrect when made and is

not cured within thirty days (unless waived in writing by the Funding Agent)

after receipt of notice thereof from a Funding Agent, (b) a Rate Trigger Event

(whether occurring before or after the commencement of the Controlled

Amortization Period), (c) an event described in Section 9.02(a) of the

Agreement, (d) the transfer to a Successor Servicer of servicing rights under

this Supplement, without the consent of the Funding Agent; (e) the notification

by any Rating Agency that the purchase and continued ownership of Class A

Certificates by a CP Vehicle would lead to a reduction or withdrawal of the

rating of the commercial paper issued by such a CP Vehicle by such Rating

Agency; (f) the Scheduled Payment Date; (g) a Change of Control, (h) entry of a

judgment against Servicer or Transferor involving a liability of $20,000,000 or

more in the aggregate (to the extent not paid or fully covered by insurance

provided by a carrier who has acknowledged coverage and has the ability to

perform), if such judgment is not vacated, discharged or stayed or bonded

pending appeal within 30 days from the entry thereof, (i) the reduction of the

Invested Amount due to either Investor Charge-Offs or Reallocated Principal

Collections, (j) a notice of lien is filed against Servicer under Section 412(n)

of the Code or Section 302(f) of ERISA or (k) if FNBO is Servicer, the reduction

of the long-term counterparty rating of Servicer below Ba1 by Moody's or below

BB+ by Standard & Poor's or the withdrawal of the long-term counterparty rating

of Servicer by either of such agencies.

 

"Certificate Purchase Agreement" means the Certificate Purchase Agreement dated

as of October 17, 2005 among Transferor, Servicer, the CP Vehicles and JPMorgan

Chase Bank, N.A., as APA Bank and as Funding Agent.

 

"Change of Control" means (a) (i) the acquisition by a Person or two or more

Persons acting in concert, other than where such Person or two or more Persons,

as the case may be, are members of the Lauritzen Group, of beneficial ownership

of (directly or indirectly, by contract or otherwise), or (ii) the entering into

a contract or arrangement by any Person or two or more Persons acting in

concert, other than where such Person or two or more Persons, as the case may

be, are members of the Lauritzen Group, that upon consummation, will result in

its or their acquisition of (or control over), voting stock of First National of

Nebraska, Inc. ("FNNI") (or any other securities convertible into such voting

stock) representing 51% or more of the combined

 

 

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voting power of all voting stock of FNNI or (b) FNNI, directly or, with respect

to RPA Seller or Transferor, indirectly through one or more subsidiaries, shall

fail to own RPA Seller, Transferor or Servicer and have the right to vote 99% of

the outstanding voting stock of RPA Seller, Transferor or Servicer, as the case

may be, determined on a fully diluted basis after giving effect to the

conversion and exercise of all outstanding warrants, options and other

securities of RPA Seller, Transferor or Servicer, as the case may be, that are

convertible into or exercisable for voting stock of RPA Seller, Transferor or

Servicer, as the case may be.

 

"CI Charge-Offs" has the meaning specified in subsection 4.05(b).

 

"CI Default Interest" has the meaning specified in subsection 4.03B(b).

 

"CI Facility Fee" means, with respect to any Monthly Period, the fee specified

as such in the Fee Letter.

 

"CI Facility Fee Rate" means the rate per annum used to calculate the CI

Facility Fee under the Fee Letter.

 

"CI Interest Shortfall" shall have the meaning specified in subsection 4.03B(b).

 

"CI Investor" shall have the meaning assigned in the Loan Agreement.

 

"CI Monthly Interest Payment" means the monthly interest distributable in

respect of the Collateral Interest, as calculated in accordance with subsection

4.03B(b).

 

"CI Monthly Principal" means, for any Distribution Date with respect to an

Amortization Period on or after the Distribution Date on which the Class A

Invested Amount has been paid in full, an amount equal to the least of (a)

Available Principal Collections (after application of such funds pursuant to

Section 4.04(c)(i)), (b) for each Distribution Date with respect to the

Controlled Amortization Period on or prior to the Scheduled Payment Date, the

Controlled Distribution Amount plus any CI Monthly Principal for a prior Monthly

Period not paid, and (c) the Collateral Interest on such Distribution Date.

 

"CI Program Fee" means, with respect to any Monthly Period, the fee specified as

such in the Fee Letter.

 

"CI Program Fee Rate" means the rate per annum used to calculate the CI Program

Fee under the Fee Letter.

 

"Class A Certificateholder" means the Person in whose name a Class A Certificate

is registered in the Certificate Register.

 

"Class A Certificates" means any one of the Certificates authorized pursuant to

Section 2 of this Supplement executed by Transferor and authenticated by or on

behalf of Trustee, substantially in the form of Exhibit A.

 

"Class A Charge-Offs" has the meaning specified in subsection 4.05(a).

 

"Class A Default Interest" has the meaning specified in subsection 4.03B(a).

 

"Class A Facility Fee" means, with respect to any Monthly Period, the fee

specified as such in the Fee Letter.

 

"Class A Facility Fee Rate" means the rate per annum used to calculate the Class

A Facility Fee under the Fee Letter.

 

 

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"Class A Interest" means, on any date of determination, an amount equal to (a)

$451,250,000, plus any increase and minus any decrease made in accordance with

Section 4.11, minus (b) the aggregate amount of Class A Monthly Principal

payments made to the Class A Certificateholders on or prior to such date of

determination, minus (c) the excess, if any, of the aggregate amount of Class A

Charge-Offs over amounts reimbursed pursuant to subsection 4.04(a)(vii) prior to

such date of determination; provided, however, that the Class A Interest may not

be reduced below zero.

 

"Class A Interest Shortfall" shall have the meaning specified in subsection

4.03B(a).

 

"Class A Invested Amount" means, on any date of determination, an amount equal

to (a) $451,250,000, plus any increase and minus any decrease made in accordance

with Section 4.11, minus (b) the aggregate amount of Class A Monthly Principal

payments made to the Class A Certificateholders on or prior to such date of

determination, excluding any payment counted in clause (a).

 

"Class A Monthly Interest Payment" means the monthly interest distributable in

respect of the Class A Certificates as calculated in accordance with subsection

4.03B(a).

 

"Class A Monthly Principal" means, for any Distribution Date with respect to an

Amortization Period, an amount equal to the least of (a) Available Principal

Collections for such Distribution Date, (b) for each such Distribution Date with

respect to the Controlled Amortization Period on or prior to the Scheduled

Payment Date, the Controlled Distribution Amount plus any Class A Monthly

Principal for a prior Monthly Period not paid, and (c) the Class A Interest on

such Distribution Date.

 

"Class A Program Fee" means, with respect to any Monthly Period, the fee

specified as such in the Fee Letter.

 

"Class A Program Fee Rate" means the rate per annum used to calculate the Class

A Program Fee under the Fee Letter.

 

"Class A Required Amount" means, for any Distribution Date, an amount equal to

the excess of the amount described in subsection 4.04(a)(i) and (ii) over the

Available Finance Charge Collections applied to pay such amount pursuant to

subsection 4.04(a).

 

"Class A Scheduled Payment Date" means the twelfth Distribution Date after the

commencement of the Controlled Amortization Period.

 

"Closing Date" means October 17, 2005.

 

"Collateral Certificate" has the meaning specified in the Indenture.

 

"Collateral Interest" means, on any date of determination, an amount equal to

(a) $48,750,000, plus any increase and minus any decrease made in accordance

with Section 4.11, minus (b) the aggregate amount of CI Monthly Principal

payments made to the Collateral Interest Holder on or prior to such date of

determination (excluding any payment counted in clause (a)), minus (c) the

excess, if any, of the aggregate amount of CI Charge-Offs over amounts

reimbursed pursuant to Section 4.04(a)(viii), minus (d) the excess, if any, of

the aggregate amount of Reallocated Principal Collections over the amounts

reimbursed pursuant to Section 4.04(a)(ix); provided, however, that the

Collateral Interest may not be reduced below zero.

 

"Collateral Interest Holder" means the entity so designated in the Loan

Agreement.

 

 

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"Collateral Interest Invested Amount" means, on any date of determination, an

amount equal to (a) $48,750,000, plus any increase and minus any decrease made

in accordance with Section 4.11, minus (b) the aggregate amount of CI Monthly

Principal payments made to the Collateral Interest Holder on or prior to such

date of determination (excluding any payment counted in clause (a)).

 

"Commercial Paper" means the rated commercial paper issued by the CP Vehicle.

 

"Controlled Amortization Date" means the earliest of (a) October 1, 2010, or (b)

such later date as is determined in accordance with Section 4.10, or (c) the

first day of the month of the first full Monthly Period after the end of the

Negotiation Period pursuant to Section 5.11 of the Certificate Purchase

Agreement or Section 5.12 of the Loan Agreement, as applicable.

 

"Controlled Amortization Period" means, unless a Pay Out Event shall have

occurred prior thereto, the period commencing at the opening of business on the

Controlled Amortization Date and ending on the first to occur of (a) the

commencement of the Rapid Amortization Period and (b) the Series Termination

Date.

 

"Controlled Distribution Amount" means, for any Transfer Date with respect to

the Controlled Amortization Period an amount equal to one-twelfth of the

Invested Amount at the end of the Revolving Period; provided that upon an

adjustment pursuant to Section 4.11(a), the Controlled Distribution Amount for

any Monthly Period occurring in whole or in part after such date shall be

adjusted to an amount equal to (a) the Invested Amount as adjusted on such

Adjustment Date divided by (b) a number equal to twelve minus the number of

complete Monthly Periods which have occurred from the Controlled Amortization

Date to such Adjustment Date.

 

"CP Cost" means, for each day and each CP Vehicle, the sum of (i) discount or

yield accrued on Pooled Commercial Paper of the CP Vehicle on such day, plus

(ii) any and all accrued commissions in respect of placement agents and

Commercial Paper dealers, and issuing and paying agent fees incurred, in respect

of such Pooled Commercial Paper for such day, plus (iii) other costs associated

with funding small or odd-lot amounts with respect to all receivable purchase

facilities which are funded by Pooled Commercial Paper for such day, minus (iv)

any accrual of income net of expenses received on such day from investment of

collections received under all receivable purchase facilities funded

substantially with Pooled Commercial Paper, minus (v) any payment received on

such day net of expenses in respect of Broken Funding Costs or similar costs or

expenses related to the prepayment of any interest held by the CP Vehicle

pursuant to the terms of any receivable purchase facilities funded substantially

with Pooled Commercial Paper. In addition to the foregoing costs, if Transferor

shall request any increase in the Investor Interest during any period of time

determined by the Funding Agent in its sole discretion to result in

incrementally higher costs applicable to such increase, the portion of the

Investor Interest associated with any such increase shall, during such period,

be deemed to be funded by the CP Vehicle in a special pool (which may include

capital associated with other receivable purchase facilities) for purposes of

determining such additional CP Costs applicable only to such special pool and

charged each day during such period against such portion of the Investor

Interest.

 

"CP Rate" means, as to the Class A Certificates funded by a CP Vehicle through

the issuance of Commercial Paper, the per annum rate equivalent to the CP Costs

related to the issuance of Pooled Commercial Paper by the CP Vehicle; provided

the CP Rate shall be the Alternate Base Rate after the occurrence and during the

continuation of a Rate Trigger Event.

 

 

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"CP Vehicle" means (a) in the singular form, any of Falcon Asset Securitization

Corporation and its successors and assigns under the Certificate Purchase

Agreement and Jupiter Securitization Corporation and its successors and assigns

under the Certificate Purchase Agreement, and (b) in the plural form, Falcon

Asset Securitization Corporation and its successors and assigns under the

Certificate Purchase Agreement and Jupiter Securitization Corporation and its

successors and assigns under the Certificate Purchase Agreement.

 

"Credit Agreement" means and includes any agreement entered into by any Credit

Bank providing for the issuance of one or more letters of credit for the account

of a CP Vehicle, the issuance of one or more surety bonds for which the CP

Vehicle is obligated to reimburse the applicable Credit Bank for any drawings

thereunder, the sale by the CP Vehicle to any Credit Bank of receivables or

other financial assets purchased by the CP Vehicle (or portions thereof) and/or

the making of loans and/or other extensions of credit to the CP Vehicle in

connection with its commercial paper program, together with any cash collateral

agreement, letter of credit, surety bond or other agreement or instrument

executed and delivered in connection therewith (but excluding any Liquidity

Agreement).

 

"Credit Bank" means and includes any financial institution or other Person

(other than any customer of a CP Vehicle or any Liquidity Bank as such) (i) now

or hereafter extending credit or a purchase commitment to or for the account of

a CP Vehicle or issuing a letter of credit, surety bond or other instrument, in

each case to support any obligations arising under or in connection with such CP

Vehicle's commercial paper program and (ii) which has provided to Trustee a

Certificate in the form of Exhibit E hereto if such Person is acquiring an

interest in the Class A Certificates.

 

"Default Interest" means, for any Distribution Date, Class A Default Interest

and CI Default Interest for such Distribution Date.

 

"Designated Funding Account Amount" means, for any date of determination, (a) if

a notice of decrease has been given pursuant to Section 4.11 and the Adjustment

Date has not yet occurred, the sum of (i) the total amount required to pay

principal to Certificateholders in connection with such decrease and (ii) the

amount, if any, payable to the Funding Agent, for the account of the CP

Vehicles, the Support Providers and the CI Investor, pursuant to Section

4.11(a)(i) and Section 4.15(d)(i) in connection with the decrease, (b) if notice

of increase has been given and the Adjustment Date has not yet occurred, the

total amount required to fund the Spread Account to the required level in

connection with such increase, plus, in either case, (c) such additional amounts

as may be designated from time to time by Transferor, by notice given to

Servicer and Trustee, in connection with a possible increase or decrease

pursuant to Section 4.11 for which a notice has not yet been given.

 

"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).

 

 

                                       9

<PAGE>

 

"Distribution Date" means December 15, 2005 and the fifteenth day of each

calendar month thereafter or, if such day is not a Business Day, the next

succeeding Business Day.

 

"Enhancement" means the Collateral Interest.

 

"Enhancement Provider" means the Collateral Interest Holder.

 

"Event of Default" has the meaning specified in the Indenture.

 

"Excess Allocation Series" means each Series and Note Series designated in the

related Supplement or Indenture Supplement to be included in Group One.

 

"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 Investor Interest as of the last day of the

preceding Monthly Period and the excess of the market rate servicing fee

percentage determined by Trustee over the Series Servicing Fee Percentage plus,

if Trustee is the Successor Servicer, an amount equal to the amount of the

reduction to the applicable Investor Servicing Fee pursuant to the second

proviso in Section 3.01 which is attributable to the fact that Interchange

included in Collections of Finance Charge Receivables for the related Monthly

Period is less than Servicer Interchange for such Monthly Period. 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.

 

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

 

"Facility Fee" means, with respect to any Monthly Period, the Class A Facility

Fee and the CI Facility Fee for such Monthly Period.

 

"Federal Funds Effective Rate" means, for any period, a fluctuating interest

rate per annum for each day during such period equal to (a) the weighted average

of the rates on overnight federal funds transactions with members of the Federal

Reserve System arranged by federal funds brokers, as published for such day (or,

if such day is not a Business Day, for the preceding Business Day) by the

Federal Reserve Bank of New York in the Composite Closing Quotations for U.S.

Government Securities; or (b) if such rate is not so published for any day which

is a Business Day, the average of the quotations at approximately 10:30 a.m.

(Chicago time) for such day on such transactions received by the Funding Agent

from three federal funds brokers of recognized standing selected by it.

 

"Fee Letter" means the letter or letters dated as of the date hereof from

Transferor addressed to the Funding Agent, as amended from time to time, with

respect to fees for the Class A Certificates and the Collateral Interest, as

applicable.

 

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

 

"Finance Charge Collections" means Collections of Finance Charge Receivables.

 

"Finance Charge Shortfall" has the meaning specified in Section 4.07.

 

"Fitch" means Fitch Ratings.

 

"FNBO" means First National Bank of Omaha, its successors and assigns.

 

"Foreign Account" means an Account, which as of the Cut Off Date (as defined in

the Agreement 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

 

 

                                       10

<PAGE>

 

recent billing address, an address which is not located in the United States or

its territories or possessions.

 

"Funding Account" is defined in Section 4.19.

 

"Funding Account Deficiency" means the excess, if any, of the Designated Funding

Account Amount over the Available Funding Account Amount.

 

"Funding Agent" means JPMorgan Chase Bank, N.A., its successors and assigns, as

funding agent for the Class A Certificateholders, the Collateral Interest Holder

and the Support Providers, provided, however, that at all times there shall only

be one Funding Agent.

 

"Governmental Authority" means (a) any person specified as such in the

Agreement, and (b) for purposes of Section 4.15, the Financial Accounting

Standards Board, the International Accounting Standards Board, any comparable

entity setting accounting standards applicable to an Affected Party, or any

successor to any of the foregoing.

 

"Group One" means Series 2005-1 and each other Excess Allocation Series.

 

"Increase Amount" is defined in Section 4.11(a).

 

"Indenture" means the Master Indenture, dated as of October 24, 2002, between

First National Master Note Trust, as Issuer and The Bank of New York, as

Indenture Trustee.

 

"Indenture Supplement" means any supplement to the Indenture.

 

"Indenture Transferor" means the party identified as the "Transferor" in the

Indenture.

 

"Invested Amount" means, at any time, the sum of the Class A Invested Amount and

the Collateral Interest Invested Amount.

 

"Investment Earnings" means, for any Distribution Date, all interest and

earnings on Permitted Investments included in the Spread Account or the Funding

Account, as applicable, (net of losses and investment expenses) during the

period commencing on and including the Distribution Date immediately preceding

such Distribution Date and ending on but excluding such Distribution Date.

 

"Investment Letter" has the meaning specified in the Loan Agreement.

 

"Investor Certificates" means the Class A Certificates and the Collateral

Interest, Series 2005-1.

 

"Investor Charge Offs" means, collectively, the Class A Charge Offs and the

Collateral Interest Charge Offs, as specified in Section 4.05.

 

"Investor Default Amount" means, as 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 such Monthly Period.

 

"Investor Finance Charge Collections" means, with respect to any Date of

Processing, an amount equal to the sum of the product of (a) the Allocation

Percentage for such Date of Processing and (b) Finance Charge Collections

received on each such date and, with respect to any Monthly Period, the

aggregate of such sums for each Date of Processing in such Monthly Period.

 

"Investor Interest" means, when used with respect to any date, an amount equal

to the sum of (a) the Class A Interest and (b) the Collateral Interest as of

such date.

 

 

                                       11

<PAGE>

 

"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.

 

"Investor Servicing Fee" has the meaning specified in Section 4.14.

 

"Lauritzen Group" means any of Bruce R. Lauritzen, Kimball Lauritzen, Elizabeth

D. Lauritzen, Lauritzen Corporation, or any "group" (within the meaning of

Section 13(d)(3) of the Exchange Act) "controlled, controlled by or under common

control with" any of them or their "affiliates" or "associates" (as each of such

terms are defined in Rule 12b-2 under the Exchange Act).

 

"LIBOR" means the rate per annum equal to (a) the applicable British Bankers'

Association Interest Settlement Rate for deposits in U.S. dollars appearing on

Reuters Screen FRBD as of 1l:00 a.m. (London time) two Business Days prior to

the first day of the relevant Monthly Period, and having a maturity equal to

such Monthly Period, provided that, (i) if Reuters Screen FRBD is not available

to the Funding Agent for any reason, the applicable LIBOR for the relevant

Monthly Period shall instead be the applicable British Bankers' Association

Interest Settlement Rate for deposits in U.S. dollars as reported by any other

generally recognized financial information service as of 11:00 a.m. (London

time) two Business Days prior to the first day of such Monthly Period, and

having a maturity equal to such Monthly Period, and (ii) if no such British

Bankers' Association Interest Settlement Rate is available to the Funding Agent,

the applicable LIBOR for the relevant Monthly Period shall instead be the rate

determined by the Funding Agent to be the rate at which JPMorgan Chase Bank,

N.A. offers to place deposits in U.S. dollars with first-class banks in the

London interbank market at approximately 11:00 a.m. (London time) two Business

Days prior to the first day of such Monthly Period, in the approximate amount to

be funded at LIBOR and having a maturity equal to such Monthly Period, divided

by (b) one minus the maximum aggregate reserve requirement (including all basic,

supplemental, marginal or other reserves) which is imposed against the Funding

Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the

Board of Governors of the Federal Reserve System as in effect from time to time

(expressed as a decimal), applicable to such Monthly Period. LIBOR shall be

rounded, if necessary, to the next higher 1/16 of 1%.

 

"Liquidity Adjustment" shall mean, in connection with any potential Liquidity

Event, the replacement of the affected Support Provider by the applicable CP

Vehicle and the Funding Agent with a commercial bank satisfactory to such CP

Vehicle and the Funding Agent having a commercial paper or short-term deposit

rating equal to or greater than that required by the rating agencies rating such

CP Vehicle's Commercial Paper.

 

"Liquidity Agreement" means, with respect to a CP Vehicle, any agreement entered

into by such CP Vehicle with a Liquidity Bank providing for the sale by such CP

Vehicle of a Class A Certificate or any interest therein (or portion thereof),

or the making of loans or other extensions of credit to such CP Vehicle secured

by security interests in such Class A Certificate, or interest therein (or

portion thereof), to support all or part of such CP Vehicle's payment

obligations under its Commercial Paper or to provide an alternate means of

funding such CP Vehicle's investments in accounts receivable or other financial

assets arising out of or in connection with a Class A Certificate or under its

Commercial Paper, in each case as amended, supplemented or otherwise modified

from time to time.

 

 

                                       12

<PAGE>

 

"Liquidity Bank" means and includes each financial institution that is, or may

become, party to a Liquidity Agreement, as purchaser or lender thereunder, and

which has provided to the Trustee a Certificate in the form of Exhibit E hereto.

 

"Liquidity Event" shall mean, unless a Liquidity Adjustment with respect to the

affected Support Provider is effected before such day, the earlier of (a) the

day on which any portion of the commitment of any Support Provider under any

Support Agreement shall be terminated or shall otherwise cease to be in full

force and effect and (b) at the option of the Funding Agent, the forty-fifth day

following the earliest date on which a Support Provider is downgraded to a level

less than that required by the rating agencies rating the applicable CP

Vehicle's Commercial Paper.

 

"Loan Agreement" means the Loan Agreement, dated as of the date hereof, among

Trustee, Transferor, Servicer and the Collateral Interest Holder, as amended

from time to time.

 

"Majority Certificateholders" means the Holders of more than 50% of the Class A

Certificates and more than 50% of the Collateral Interest.

 

"Maximum Class A Interest" means (a) as of the Closing Date, $541,500,000 and

(b) thereafter, such lesser amount as shall be determined pursuant to subsection

4.11(b).

 

"Maximum Collateral Interest" means (a) as of the Closing Date, $58,500,000 and

(b) thereafter, such lesser amount as shall be determined pursuant to Section

4.11(b).

 

"Maximum Investor Interest" means (a) as of the Closing Date, $600,000,000 and

(b) thereafter, such lesser amount as shall be determined pursuant to subsection

4.11(b). The Maximum Investor Interest shall be allocated to the Class A

Certificates and the Collateral Interest as described in Section 4.11(d).

 

"Monthly Interest" means, for any Distribution Date, the sum of the Class A

Monthly Interest Payment and the CI Monthly Interest Payment for such

Distribution Date.

 

"Monthly Period" has the meaning specified in the Agreement except that the

first Monthly Period with respect to the Series 2005-1 Certificates shall begin

on and include the Closing Date and end on November 30, 2005.

 

"Monthly Principal Reallocation Amount" means, for any Monthly Period, an amount

equal to the lower of (i) the Class A Required Amount and (ii) the greater of

(A)(x) the product of (I) 9.75% and (II) the Investor Interest at the beginning

of such Monthly Period (or, during an Amortization Period, the Investor Interest

at the end of the last day of the Revolving Period, minus any reductions made

pursuant to Section 4.11 after the end of the Revolving Period) 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.

 

"Negotiation Period" has the meaning specified in the Loan Agreement or the

Certificate Purchase Agreement, as applicable.

 

"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 Series" means any series of notes issued pursuant to the Indenture and a

related Indenture Supplement.

 

 

                                       13

<PAGE>

 

"Note Trust" has the meaning specified in the Indenture.

 

"Paired Series" means a Series that has been paired with Series 2005-1 (which

Series may be prefunded or partially prefunded or may be a variable interest)

such that a reduction of the Investor Interest results in (or permits) an

increase of the collateral amount of the Paired Series.

 

"Participant" has the meaning specified in the Loan Agreement.

 

"Pooled Commercial Paper" means Commercial Paper notes of a CP Vehicle subject

to any particular pooling arrangement by the CP Vehicle, but excluding

Commercial Paper issued by the CP Vehicle of a tenor and in an amount

specifically requested by any Person in connection with any agreement effected

by the CP Vehicle.

 

"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 2005-1 Certificates may be included with the prior written consent of the

Funding Agent), minus (ii) the Investor Default Amount and the Uncovered

Dilution Amount for such Monthly Period and (b) the denominator of which is the

Average Investor Interest for such Monthly Period.

 

"Prime Rate" means the prime rate of interest announced by the Funding Agent

from time to time, changing when and as said prime rate changes (such rate not

necessarily being the lowest or best rate charged by the Funding Agent).

 

"Principal Account" is defined in subsection 4.09(a).

 

"Principal Collections" means Collections of Principal Receivables.

 

"Principal Shortfall" has the meaning specified in Section 4.08.

 

"Private Holder" shall mean, without duplication (i) each holder of a right to

receive interest or principal in respect of any direct or indirect interest in

the Trust, including any financial instrument or contract the value of which is

determined in whole or part by reference to the Trust (including by reference to

the Trust's assets, income of the Trust or distributions made by the Trust), and

each partner, beneficiary or shareholder of any such holder that is a

partnership, grantor trust or S corporation, respectively, for federal income

tax purposes, (ii) any other person that Transferor reasonably determines would

be a partner with respect to the Trust for purposes of determining the number of

partners in the Trust under U.S. Treasury Regulations Section 1.7704-1(h)(1)(ii)

(including by reason of Section 1.7704-1(h)(3)), if the Trust were a partnership

for federal income tax purposes, or (iii) any holder (and each partner,

beneficiary or shareholder of any such holder that is a partnership, grantor

trust or S corporation, respectively, for federal income tax purposes) of (A)

the Transferor Interest or any interest therein, (B) the interest of Servicer,

(C) the Collateral Interest, and in each case any similar interests in the Trust

represented by any other Class of any Series of Certificates, and any interest

described in Section 12.01(b) of the Agreement; provided, however, that

notwithstanding the foregoing, a Private Holder shall not include (x) the

beneficial owner of any interest in the Trust with respect to which Trustee has

received an Opinion of Counsel to the effect that such interest will be treated

as debt for federal income tax purposes that is not convertible or exchangeable

into an interest in the Trust or the Trust's income or equivalent value, (y) any

beneficial owner of any interest in a Private Holder (including any partner of a

partnership, beneficiary of a grantor trust,

 

 

                                       14

<PAGE>

 

or shareholder of an S corporation, in each case for federal income tax

purposes) with respect to which Trustee has received an Opinion of Counsel to

the effect that such beneficial owner would not be treated as a partner in the

Trust under U.S. Treasury Regulations Section 1.7704-1(h)(1)(ii) (including by

reason of Section 1.7704-1(h)(3) thereof) if the Trust were a partnership for

federal income tax purposes, or (z) any beneficial owner of any interest in a CI

Investor or a Participant, provided that all representations made in the

Investment Letter by such CI Investor or Participant are true. In no event will

a Private Holder holding more than one direct or indirect interest in the Trust

be treated as more than one Private Holder.

 

"Pro Rata Share" means (a) with respect to the Class A Interest, 90.25%, and (b)

with respect to the Collateral Interest, 9.75%.

 

"QIB" means a "qualified institutional buyer" within the meaning of Rule 144A

under the Securities Act.

 

"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

December, 2005 and January, 2006 Distribution Dates, the Net Yields for August

and September, 2005 shall be deemed to be 6.53% and 4.39%, respectively.

 

"Rapid Amortization Period" means the period commencing on the date on which a

Trust Pay Out Event, a Series 2005-1 Pay Out Event or a Liquidity Event is

deemed to occur and ending on the Series Termination Date.

 

"Rate Determination Date" means, for each Monthly Period, the second Business

Day preceding such Monthly Period.

 

"Rate Trigger Event" means a Pay Out Event, an Event of Default or a Servicer

Default.

 

"Rating Agency Condition" means, with respect to any action or condition, (a)

when used in reference to all Series and Note Series, the notifications

specified in the definition of "Rating Agency Condition" in the Agreement and

(b) when used with reference to the Series 2005-1 Certificates, that the Funding

Agent shall have consented to in writing to such action or condition. The Series

2005-1 Certificates will not be rated on the Closing Date.

 

"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 (a) the Invested Amount on the related Distribution Date, plus

(b) Monthly Interest for the related Distribution Date and any Monthly Interest

previously due but not distributed to the Series 2005-1 Certificateholders, plus

(c) the amount of Default Interest, if any, for the related Distribution Date

and any Default Interest previously due but not distributed to the Series 2005-1

Certificateholders on a prior Distribution Date, plus (d) the amounts due

pursuant to Section 4.15 for the related Distribution Date and any amounts

previously due under such section but not paid on a prior Distribution Date plus

(e) all other amounts payable by Transferor to the Funding Agent, the Series

2005-1 Certificateholders, the Support Providers or any other Person under or in

connection with this Supplement, the Certificate Purchase Agreement, the Loan

Agreement and the Fee Letter.

 

 

                                        15

<PAGE>

"Reduction Amount" is defined in Section 4.11(a)(v).

 

"Regulatory Change" means, as to any Affected Party, any change in (or the

adoption, implementation, change in phase-in or commencement of effectiveness

of) (a) any federal, state or foreign law applicable to such Affected Party or

(b) any regulation, directive, requirement or request applicable to such

Affected Party by any Governmental Authority or monetary, fiscal or other

similar authority with jurisdiction over the Affected Party. Without limiting

the foregoing, if the issuance of FASB Interpretation No. 46, or any other

change in accounting standards or the issuance of any other pronouncement,

release or interpretation, causes or requires the consolidation of all or a

portion of the assets and liabilities of a CP Vehicle, the Trust or Transferor

with the assets and liabilities of any Support Provider, such event shall

constitute a Regulatory Change.

 

"Required Spread Account Amount" means, for any date of determination, the

greater of (a) the product of (i) the Spread Account Percentage in effect on

such date and (ii) the Invested Amount and (b) the applicable Spread Account

Floor; provided, however, that the Required Spread Account Amount will not be

reduced during the Controlled Amortization Period; and, provided, further, that

after the occurrence of a Pay Out Event or a Cap Increase Event or the

commencement of the Rapid Amortization Period, the Required Spread Account

Amount shall be an amount equal to the Invested Amount.

 

"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 Indenture) on which Principal Receivables are removed from

      the Trust;

 

            (c) each Adjustment Date and each other date on which there is an

      increase in the outstanding balance of any Note Series issued pursuant to

      the Indenture or any other Series issued pursuant to the Agreement; and

 

            (d) each date on which a new Series is issued by the Trust pursuant

      to the Agreement and each date on which a new Note Series is issued

      pursuant to Indenture.

 

"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 Controlled Amortization Period commences or the day the Rapid Amortization

Period commences.

 

"Scheduled Payment Date" means the twelfth Distribution Date after the

commencement of the Controlled Amortization Period.

 

"Senior Cost Amount" means, with respect to any Transfer Date, (a) for the Class

A Certificates (other than amounts included in Class A Monthly Principal and

amounts already deposited to the Distribution Account pursuant to subsection

4.04(a)(i) for such Transfer Date) payable to an Affected Party with respect to

the Class A Certificates under this Supplement or under any Fee Letter or the

Certificate Purchase Agreement, to the extent that such amounts do not, in the

aggregate, exceed one-twelfth of 0.50% of the Class A Interest and (b) for the

Collateral Interest, amounts (other than amounts included in CI Monthly

Principal and amounts already deposited to

 

 

                                       16

<PAGE>

 

the Distribution Account pursuant to subsection 4.04(a)(iv) for such Transfer

Date) payable to an Affected Party with respect to the Collateral Interest under

this Supplement or under any Fee Letter or the Loan Agreement, to the extent

that such amounts do not, in the aggregate, exceed one-twelfth of 0.50% of the

Collateral Interest.

 

"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 Note 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 2005-1

Certificates 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 Note Series for each

day during such Monthly Period divided by the total number of days in such

Monthly Period.

 

"Series Servicing Fee Percentage" means 2.00% per annum.

 

"Series Termination Date" means the earliest to occur of (a) the date on which

the Invested Amount is paid in full and (b) the Series 2005-1 Final Maturity

Date.

 

"Series 2005-1" means the Series of the First Bankcard Master Credit Card Trust

represented by the Class A Certificates and the Collateral Interest.

 

"Series 2005-1 Certificateholder" means the Holder of any Class A Certificate

and the Collateral Interest Holder.

 

"Series 2005-1 Certificates" means the Class A Certificates and the Collateral

Interest.

 

"Series 2005-1 Final Maturity Date" means the earliest to occur of (a) the

Distribution Date following the Distribution Date on which the Series 2005-1

Certificates are paid in full, (b) the forty-first Distribution Date following

the end of the Revolving Period and (c) the termination of the Trust.

 

"Series 2005-1 Pay Out Event" has the meaning specified in Section 8 of this

Supplement.

 

"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 Investor Interest

as of the last day of the preceding Monthly Period; provided, however, that

Servicer Interchange for the December, 2005 Distribution Date shall be $937,500.

 

"Servicing Fee 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).

 

"Spread Account" has the meaning specified in subsection 4.12(a).

 

"Spread Account Deficiency" means the excess, if any, of the Required Spread

Account Amount over the Available Spread Account Amount.

 

                                       17

<PAGE>

 

"Spread Account Floor" means (a) on the Closing Date, an amount equal to

$15,000,000, and (b) thereafter, an amount equal to the product of the then

applicable Spread Account Percentage multiplied by the highest Invested Amount

during the prior twelve (12) Monthly Periods.

 

"Spread Account Percentage" means, for any Distribution Date or the date of any

increase under Section 4.11, the applicable percentage determined as follows:

 

<TABLE>

<CAPTION>

-----------------------------------------------------------------------

            If the Quarterly Net Yield

           on such Distribution Date is

-----------------------------------------------------------------------

                                                       then the Spread

                                                          Account

    greater than                                       Percentage will

    or equal to:                   and less than:           equal:

-----------------------------------------------------------------------

<S>                               <C>                   <C>  

               5.50%                   N/A                   0.50%

-----------------------------------------------------------------------

                5.25%                  5.50%                  0.75%

-----------------------------------------------------------------------

               5.00%                  5.25%                  1.00%

-----------------------------------------------------------------------

               4.75%                  5.00%                  2.00%

-----------------------------------------------------------------------

               4.50%                  4.75%                  2.50%

-----------------------------------------------------------------------

               4.00%                  4.50%                  3.00%

-----------------------------------------------------------------------

               3.50%                  4.00%                  4.00%

-----------------------------------------------------------------------

               3.00%                  3.50%                  5.25%

-----------------------------------------------------------------------

               2.00%                  3.00%                  6.25%

-----------------------------------------------------------------------

                N/A                   2.00%                  6.50%

-----------------------------------------------------------------------

</TABLE>

 

 

The initial Spread Account Percentage shall be 3.00%. The Spread Account

Percentage shall remain unchanged until (a) it is increased to a higher required

percentage as specified above, or (b) the Distribution Date on which the

Quarterly Net Yield has increased to a level above that for the then effective

Spread Account Percentage on each of the three immediately preceding

Distribution Dates (inclusive of the current Distribution Date), in which case

the Spread Account Percentage shall be decreased to the next lowest percentage

specified above.

 

"Support Agreement" means a Credit Agreement or a Liquidity Agreement.

 

"Support Provider" means a Credit Bank or a Liquidity Bank.

 

"Transaction Documents" means (a) each document designated as such in the

Agreement, the Indenture, the Indenture Supplements for each Note Series and

each Supplement for Certificates issued after the Closing Date), and (b) the

Certificate Purchase Agreement, the Loan Agreement and the Fee Letter.

 

"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 the Monthly Period as

to which any deposit is required to be made to the Excess Funding Account

pursuant to Section 4.03(c) of the Agreement but has not been

 

 

 

                                       18

<PAGE>

 

made; provided, that, if the Transferor Interest is greater than zero at the

time such deposit is required to be made, the Uncovered Dilution Amount shall be

deemed to be zero; provided, further, that if the Transferor Interest is zero at

the time such deposit is required to be made, for purposes of calculating the

Uncovered Dilution Amount, the amount in clause (b) shall be reduced by an

amount equal to the amount by which the Transferor Interest has been reduced by

the Dilutions referred to in clause (b).

 

Each capitalized term defined herein shall relate to the Series 2005-1

Certificates and no other Series of Certificates or Notes Series, unless the

context otherwise requires. The interpretive rules specified in Section 1.02 of

the Agreement also apply to this Supplement. If any term or provision contained

herein shall conflict with or be inconsistent with any term or provision

contained in the Agreement, the terms and provisions of this Supplement shall be

controlling. Except as otherwise noted, references to all outstanding Series and

Note Series shall not be deemed to include the Collateral Certificate.

 

      SECTION 2. DESIGNATION. There is hereby created a Series of Investor

Certificates to be issued pursuant to the Agreement and this Supplement to be

known generally as the "Series 2005-1 Certificates" which Series shall be

included in Group One. The Series 2005-1 Certificates shall not be subordinated

to any other Series. The Series 2005-1 Certificates shall not be a Paired

Series. The Series 2005-1 Certificates shall include the "Series 2005-1 Class A

Variable Funding Certificates" (the "Class A Certificates").

 

In addition, there is hereby created a second class of uncertificated interests

in the Trust which, except as expressly provided herein, shall be deemed to be

Investor Certificates for all purposes under the Agreement (except for the

second clause (D) in Section 6.09(b)) and this Supplement, which shall be known

as the "Collateral Interest, Series 2005-1" and which shall be subordinated to

the Class A Certificates as provided herein. The Collateral Interest is

Enhancement for the Class A Certificates, and the Collateral Interest Holder

shall have the rights of an Enhancement Provider under (and shall be a

third-party beneficiary of) the Agreement.

 

      SECTION 3. DELIVERY AND PAYMENT FOR THE CLASS A CERTIFICATES. Transferor

shall execute and deliver the Class A Certificates to Trustee for authentication

in accordance with Section 6.01 of the Agreement. Trustee shall deliver the

Class A Certificates, authenticated in accordance with Section 6.02 of the

Agreement, when the purchase price for the Class A Certificates has been paid,

and in accordance with Section 6.09 of the Agreement.

 

      SECTION 4. FORM OF DELIVERY OF CLASS A CERTIFICATES. Class A Certificates

shall be physically delivered as Registered Certificates and shall not be

Book-Entry Certificates.

 

      SECTION 5. REASSIGNMENT AND TRANSFER TERMS.

 

(a) Servicer may, but shall not be obligated to, cause a final distribution to

be made in respect of the Series 2005-1 Certificates on any Distribution Date on

which the Investor Interest has been reduced to 10% or less of the Maximum

Investor Interest by depositing the Reassignment Amount in accordance with the

requirements of Section 12.02 of the Agreement. This option shall not be

exercisable if the Reassignment Amount exceeds the lesser of the estimated fair

value, or the par value plus accrued interest, of the undivided ownership

interest in the Receivables in Eligible Accounts represented by the Series

2005-1 Certificates. To the

 

 

                                       19

<PAGE>

 

extent permitted by FAS 140, Servicer's rights under this Section may be

exercised by any of its Affiliates, which may include Transferor.

 

(b) Servicer shall give Trustee at least thirty (30) days' prior written notice

of the date on which Servicer intends to cause such final distribution. 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 Reassignment Amount. Such 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 Investor Interest shall be reduced to zero, and the Series 2005-1

Certificateholders shall have no further ownership interest in the Receivables.

The Reassignment Amount shall be distributed as set forth in subsection (d)

below.

 

(c) The amount to be paid by Transferor with respect to Series 2005-1 in

connection with a reassignment of Receivables to Transferor pursuant to Section

2.04(e) of the Pooling and Servicing Agreement shall equal the Reassignment

Amount for the Distribution Date related to the reassignment.

 

(d) With respect to the Reassignment Amount deposited into the Finance Charge

Account and Principal Account pursuant to this Section 6, 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 Invested Amount on

such Distribution Date will be distributed to the Funding Agent for distribution

to the Class A Certificateholders and (y) an amount equal to the sum of (A)

Class A Monthly Interest Payment and the Class A Facility Fee for such

Distribution Date, (B) any Class A Interest Shortfalls not yet paid 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 yet distributed, will be

distributed to the Funding Agent for distribution to the Class A

Certificateholders, (ii) (x) the Collateral Interest Invested Amount on such

Distribution Date will be distributed to the Funding Agent for distribution to

the Collateral Interest Holder and (y) an amount equal to the sum of (A) CI

Monthly Interest Payment and the CI Facility Fee for such Distribution Date, (B)

any CI Interest Shortfalls not yet paid and (C) the amount of CI Default

Interest, if any, for such Distribution Date and any CI Default Interest

previously due but not yet distributed, will be distributed to the Funding Agent

for distribution to the Collateral Interest Holder, (iii) all other amounts

payable by Transferor to the Funding Agent, the Series 2005-1

Certificateholders, the Support Providers or any other Person under or in

connection with this Supplement, the Certificate Purchase Agreement, the Loan

Agreement and the Fee Letter shall be paid pursuant to the applicable Agreement,

and (iv) any excess, if any, shall be released to Transferor.

 

      SECTION 6. ARTICLE IV OF THE AGREEMENT. For purposes of Series 2005-1

only, Article IV of the Agreement is amended to add the following sections:

 

"SECTION 4.01A. RIGHTS OF CERTIFICATEHOLDERS. The Investor Certificates shall

represent undivided interests in the Trust, consisting of the right to receive,

to the extent necessary to make the required payments with respect to the

Investor Certificates at the time and in the amounts specified in this

Agreement, (a) the Investor Principal Collections and Investor Finance Charge

Collections with respect to the Receivables and (b) funds on deposit in the

Collection Account,

 

 

                                        20

<PAGE>

 

the Finance Charge Account, the Principal Account, the Spread Account, the

Distribution Account and the Funding Account that are allocable to the Series

2005-1 Certificates. The Exchangeable Transferor Certificate shall not represent

any interest in the Finance Charge Account, the Principal Account, the

Distribution Account, the Spread Account, the Collection Account or the Funding

Account, except as specifically provided in this Article IV.

 

SECTION 4.03A. COLLECTIONS AND ALLOCATIONS.

 

             (a) Finance Charge Collections, Principal Collections and

      Receivables in Defaulted Accounts shall be allocated and distributed to

      Series 2005-1 as set forth in this Article.

 

            (b) On any date on which a Funding Account Deficiency exists,

      Servicer will deposit Collections otherwise distributable to the Holders

      of the Transferor Interest to the Funding Account to the extent of such

      deficiency prior to distributing such funds to the Holders of the

      Transferor Interest.

 

            (c) On each Date of Processing, Servicer shall allocate to the

      Series 2005-1 Certificateholders 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 shall be allocated to the Series 2005-1

            Certificateholders and, first, deposited to the Finance Charge

            Account to the extent required by Section 4.03 of the Agreement and

            subsection 4.03A(d), and, second, paid to the Holders of the

            Transferor Interest.

 

                  (ii) Allocations of Principal Collections. Servicer shall

            allocate to the Series 2005-1 Certificateholders the following

            amounts as set forth below:

 

                        (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

                        2005-1 Certificateholders and, first, deposited to the

                        Funding Account to the extent of any Funding Account

                        Deficiency, second, if any other Excess Allocation

                        Series is outstanding and in its accumulation period or

                        amortization period, deposited to the Principal Account

                        for application, to the extent necessary, as Excess

                        Principal Collections to other Excess Allocation Series

                        on the related Distribution Date, third, 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 sum of the

                        Principal Receivables in the Trust plus the amount on

                        deposit in the Excess Funding Account equals or exceeds

                        the Minimum Aggregate Principal Receivables, and,

                        fourth, paid to the Holders of the Transferor Interest.

 

                                       21

<PAGE>

 

                              (2) With respect to each Monthly Period falling in

                        the Revolving Period, to the extent that Collections of

                        Principal Receivables allocated to the Series 2005-1

                        Certificateholders pursuant to this subsection

                        4.03A(c)(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; provided, however, that if Transferor

                         fails to make such funds available, then an amount of

                        Investor Principal Collections equal to that deficiency

                        shall be withdrawn from the Principal Account and

                        treated as Reallocated Principal Collections for

                        application in accordance with Section 4.06, prior to

                        any other application of the amounts in the Principal

                        Account.

 

                         (B) Allocations During the Controlled Amortization

                  Period.

 

                              (1) During the Controlled Amortization Period, an

                        amount equal to the Investor Principal Collections

                         processed on each Date of Processing shall be allocated

                        to the Series 2005-1 Certificateholders and, first,

                        deposited into the Principal Account to the extent of

                        the sum of the Controlled Distribution Amount for the

                        next Transfer Date plus any Controlled Distribution

                        Amounts for prior Monthly Periods not yet paid, and,

                        second, if any other Excess Allocation Series is

                        outstanding and in its accumulation period or

                        amortization period, deposited to the Principal Account

                        for application, to the extent necessary, as Excess

                         Principal Collections to other Excess Allocation Series

                        on the related Distribution Date, third, 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 sum of the

                        Principal Receivables in the Trust plus the amount on

                        deposit in the Excess Funding Account equals or exceeds

                        the Minimum Aggregate Principal Receivables, and fourth,

                        paid to the Holders of the Transferor Interest.

 

                              (2) With respect to each Monthly Period falling in

                         the Controlled Amortization Period, to the extent that

                        Collections of Principal Receivables allocated to the

                        Series 2005-1 Certificateholders pursuant to this

                        subsection 4.03A(c)(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; provided, however, that if

                        Transferor fails to make such funds available, then an

                        amount of Investor Principal Collections equal to that

                         deficiency shall be withdrawn from the Principal Account

                        and treated as Reallocated Principal Collections

 

                                       22

<PAGE>

 

                        for application in accordance with Section 4.06, prior

                        to any other application of the amounts in the

                        Principal Account.

 

                        (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 2005-1

                  Certificateholders and deposited to 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 Invested Amount has

                  been deposited into the Principal Account, any Investor

                  Principal Collections in excess of such amount shall be,

                  first, if any other Excess Allocation Series is outstanding

                  and in its accumulation period or amortization period,

                  deposited to the Principal Account for application, to the

                  extent necessary, as Excess Principal Collections to other

                  Excess Allocation 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 sum of the

                  Principal Receivables in the Trust plus the amount on deposit

                  in the Excess Funding Account equals or exceeds the Minimum

                  Aggregate Principal Receivables, and, third, paid to the

                  Holders of the Transferor Interest.

 

            (d) During any period when Servicer is permitted by Section 4.03 of

      the Agreement to make a single monthly deposit to the Collection Account,

      amounts allocated to the Certificateholders pursuant to Section 4.03A(c)

      with respect to any Monthly Period need not be deposited into the

      Collection Account or any Series Account prior to the related Transfer

      Date, and, when so deposited, (x) may be deposited net of any amounts

      required to be distributed to Transferor and, if FNBO is Servicer,

      Servicer, and (y) shall be deposited into the Finance Charge Account (in

      the case of Collections of Finance Charge Receivables) and the Principal

      Account (in the case of Collections of Principal Receivables (not

      including any Excess Principal Collections allocated to Series 2005-1

      pursuant to Section 4.03(e) of the Agreement)). The exceptions to the

      daily deposit requirements shall not be available during any Monthly

      Period during the Rapid Amortization Period, or at any time that the

      Transferor Interest is less than the Minimum Transferor Interest, or at

      any time that the Available Spread Account Amount is less than the

      Required Spread Account Amount. In addition, at any time during the

      Revolving Period or the Controlled Amortization Period, but subject to the

      final sentence of this subsection (d), when daily deposits are required:

 

                  (i) the amount of Collections of Principal Receivables

            required to be deposited during each Monthly Period (beginning on

            the first Business Day of such Monthly Period) during the Controlled

            Amortization Period shall be an amount equal to the sum of the

            Controlled Distribution Amount plus any Controlled Distribution

            Amounts for prior Monthly Periods not yet paid;

 

                                       23

<PAGE>

 

                  (ii) the amount of Collections of Finance Charge Receivables

             required to be deposited during each Monthly Period (beginning on

            the first Business Day of such Monthly Period) shall be an amount

            equal to the sum of:

 

                        (A) an amount equal to 125% of the sum of the Monthly

                  Interest and the Facility Fee that