EXHIBIT 4.5
FIRST AMENDMENT TO
SERIES 2003-1 INDENTURE SUPPLEMENT
This First Amendment to Series 2003-1 Indenture Supplement, dated as of
November 17, 2003 (this "Amendment"), by and between FIRST NATIONAL MASTER NOTE
TRUST, a Delaware statutory trust, as issuer (the "Issuer"), and THE BANK OF NEW
YORK, a New York banking corporation, as trustee (the "Indenture Trustee").
Terms used but not defined herein shall have the meanings assigned to such terms
in that certain Series 2003-1 Indenture Supplement, dated as of March 20, 2003,
by and between the Issuer and the Indenture Trustee (as amended, the
"Supplement").
In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties and the Series 2003-1
Noteholders:
Section 1. Amendment of the Supplement. The Supplement shall be amended
as set forth in this Amendment.
Section 2. Amendments. The definitions of Excess Servicing Fee, Group
One and Servicer Interchange are hereby amended and restated to read in their
entirety as follows:
"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
Collections of Finance Charge Receivables for the related
Monthly Period 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.
"Group One" means Series 2003-1, the outstanding PSA
Series (other than any Series represented by the Collateral
Certificate) and each other Series specified in the related
Indenture Supplement to be included in Group One.
"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 May, 2003 Distribution Date shall
be $575,342.
Section 3. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.
Section 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the governing law specified in the Supplement.
Section 5. Limitation of Liability. Notwithstanding any other provision
herein or elsewhere, this Amendment has been executed and delivered by
Wilmington Trust Company, not in its individual capacity, but solely in its
capacity as Owner Trustee of the Trust, in no event shall Wilmington Trust
Company, in its individual capacity, have any liability in respect of the
representations, warranties, or obligations of Issuer hereunder or under any
other document, as to all of which recourse shall be had solely to the assets of
Issuer, and for all purposes of this Agreement and each other document, Owner
Trustee (as such or in its individual capacity) shall be subject to, and
entitled to the benefits of, the terms and provisions of the Trust Agreement.
2
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to
Series 2003-1 Indenture Supplement to be duly executed as of the date 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/ Xxxxx X. Xxxxxxxx
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Name Xxxxx X. Xxxxxxxx
Title Financial Services Officer
THE BANK OF NEW YORK,
as Indenture Trustee
By /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name Xxxx X. Xxxxxxx
Title Agemt
Acknowledged and Accepted:
FIRST NATIONAL BANK OF OMAHA,
as Servicer
By /s/ Xxxx X. Xxxxxx
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Name Xxxx X. Xxxxxx
Title Vice President
FIRST NATIONAL FUNDING LLC,
as Transferor
By First National Funding Corporation,
its Managing Member
By /s/ Xxxx X. Xxxxxx
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Name Xxxx X. Xxxxxx
Title Senior Vice President
FIRST AMENDMENT TO SERIES 2003-1
INDENTURE SUPPLEMENT SIGNATURE PAGE
