FIRST NATIONAL FUNDING LLC
The First National Master Note Trust (the "Trust") was formed for the purpose of issuing, from time to time, asset-backed notes under the Master Indenture dated as of October 24, 2002 (as supplemented from time to time, the "Indenture") between the Trust and The Bank of New York (the "Indenture Trustee") and one or more supplements thereto. The property of the Trust includes, and will include, a portfolio of receivables and/or collateral certificates representing a beneficial interest in receivables (collectively, the "Receivables") generated from time to time by certain designated eligible VISA and Mastercard credit card accounts (collectively, the "Accounts") owned by First National Bank of Omaha, all monies due or to become due in payment of the Receivables, all proceeds of such Receivables and any series credit enhancement provided for any particular series or class of notes.        On October 24, 2002, the Trust issued: $332,000,000 Class A Notes, Series 2002-1 Asset Backed Notes; $31,000,000 Class B Notes, Series 2002-1 Asset Backed Notes; and $37,000,000 Class C Notes, Series 2002-1 Asset Backed Notes. These notes were publicly issued pursuant to the prospectus supplement dated October 16, 2002 and the prospectus dated October 16, 2002. These notes were retired in October 2005.        On December 30, 2002, the Trust issued: $136,125,000 Series 2002-2 Floating Rate Class A Asset Backed Notes and $13,875,000 Series 2002-2 Floating Rate Class B Asset Backed Notes. These notes were privately placed. These notes were retired in December 2003.        On March 20, 2003, the Trust issued: $415,000,000 Class A Notes, Series 2003-1 Asset Backed Notes; $38,750,000 Class B Notes, Series 2003-1 Asset Backed Notes; and $46,250,000 Class C Notes, Series 2003-1 Asset Backed Notes. These notes were publicly issued pursuant to the prospectus supplement dated March 13, 2003 and the prospectus dated March 13, 2003. These notes were retired in March 2006.                                         3          On November 17, 2003, the Trust issued: $411,250,000 Class A Notes, Series 2003-2 Asset Backed Notes; $40,000,000 Class B Notes, Series 2003-2 Asset Backed Notes; and $48,750,000 Class C Notes, Series 2003-2 Asset Backed Notes. These notes were publicly issued pursuant to the prospectus supplement dated November 4, 2003 and the prospectus dated November 4, 2003.        On December 17, 2003, the Trust issued the VFN Series 2003-3 Asset Backed Notes. These notes were privately placed. The outstanding principal amount of these Notes may vary from time to time, up to $224,375,000 for the Class A-1 Notes, up to $89,750,000 for the Class A-2 Notes, up to $25,625,000 for the Class B-1 Notes and up to $10,250,000 for the Class B-2 Notes.        On June 15, 2004, the Trust issued the VFN Series 2004-1 Asset Backed Notes. These notes were privately placed. The outstanding principal amount of these notes may vary from time to time, up to $246,750,000 for the Class A Notes, up to $24,000,000 for the Class B Notes and up to $29,250,000 for the Class C Notes.        On October 17, 2005, the Trust issued the VFN Series 2005-1 Asset Backed Notes. These notes were privately placed. The outstanding principal amount of these notes may vary from time to time, up to $541,500,000 for the Class A Notes and up to $58,500,000 for the Class B Notes.
The property of the Trust includes, and will include, a portfolio of Receivables and/or collateral certificates representing a beneficial interest in Receivables generated from time to time by certain designated eligible Accounts owned by First National Bank of Omaha, all monies due or to become due in payment of the Receivables, all proceeds of such Receivables and any series credit enhancement provided for any particular series or class of notes. Pursuant to the Indenture and pursuant to the related amended and restated pooling and servicing agreement and transfer and servicing agreement, each month the servicer prepares a monthly report (the "Monthly Report") containing information regarding the Trust's notes and assets for the prior month and the related payment dates for the notes. First National Bank of Omaha, as servicer, has executed the Annual Servicer's Certificate regarding its servicing activities which is attached hereto as Exhibit 99.1.
There is nothing to report with regard to this item.
There is nothing to report with regard to this item.                                       PART II
To the best knowledge of the Trust, there are secondary sales of the Trust's Series 2003-2 Asset Backed Notes, Class A Notes; Series                                         4   2003-2 Asset Backed Notes, Class B Notes; and Series 2003-2 Asset Backed Notes, Class C Notes, although the frequency of transactions varies substantially over time.        Each of the publicly offered classes of notes is represented by one or more notes registered in the name of Cede & Co. ("Cede"), the nominee of The Depository Trust Company ("DTC").
The selected financial data has been omitted since the required information is included in the financial statements.
Omitted pursuant to the no-action letters referred to in the first       paragraph of Part I of this report.
There is nothing to report with regard to this item.                                         5
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the First National Master Note Trust and its Note Holders First National Bank of Omaha Omaha, Nebraska  We have audited the accompanying statements of assets and liabilities arising from cash transactions of the First National Master Note Trust (the "Trust") as of December 31, 2005 and 2004, and the related statements of distributable income arising from cash transactions for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.  As discussed in Note 1 to the financial statements, these financial statements are prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.  In our opinion, such financial statements present fairly, in all material respects, the assets and liabilities of the Trust at December 31, 2005 and 2004, and its distributable income for each of the three years in the period ended December 31, 2005 on the basis of accounting described in Note 1.  /s/  Deloitte & Touche LLP Omaha, Nebraska March 22, 2006                                         6   FIRST NATIONAL MASTER NOTE TRUST  STATEMENTS OF ASSETS AND LIABILITIES ARISING FROM CASH TRANSACTIONS DECEMBER 31, 2005 AND 2004                                                 2005               2004    ASSETS  Cash available for distribution        $      2,274,946   $     28,315,763  Credit card receivables                   1,850,000,000      1,859,000,000                                        ----------------   ----------------              Total assets               $  1,852,274,946   $  1,887,315,763                                        ================   ================ LIABILITIES  Income to be distributed               $      2,274,946   $     28,315,763  Asset-backed notes:   Series 2002-1                                       -        400,000,000   Series 2003-1                             500,000,000        500,000,000   Series 2003-2                             500 000 000        500 000 000   Series 2003-3                             140,000,000        259,000,000   Series 2004-1                             210,000,000        200,000,000   Series 2005-1                             500,000,000                  -                                        ----------------   ----------------              Total asset-backed notes      1,850,000,000      1,859,000,000                                        ----------------   ----------------              Total liabilities          $  1,852,274,946   $  1,887,315,763                                        ================   ================   See notes to cash basis financial statements.                                         7   FIRST NATIONAL MASTER NOTE TRUST  STATEMENTS OF DISTRIBUTABLE INCOME ARISING FROM CASH TRANSACTIONS YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003                                                                   2005                2004              2003     Distributable Income:   Allocable to principal                                 $  2,719,171,427   $  2,508,587,685   $  1,281,554,115   Allocable to interest                                       335,095,911        303,681,339        183,124,321                                                          ----------------   ----------------   ----------------               Distributable income                           3,054,267,338      2,812,269,024      1,464,678,436  Income Distributed:   Distribution of principal to purchase new     receivables                                             2,719,171,427      2,508,587,685      1,281,554,115   Interest paid on asset-backed notes                          62,401,124         28,711,102         12,284,226   Servicing fees paid for First National Bank     of Omaha                                                   36,162,907         31,664,590         16,060,979   Distribution to purchase new receivables     for amounts previously written off                        156,620,276        127,361,924         59,990,899   Distribution on transferor's interest                        77,636,658         87,627,960         51,435,078                                                          ----------------   ----------------   ----------------               Income distributed                             3,051,992,392      2,783,953,261      1,421,325,297                                                          ----------------   ----------------   ----------------  Excess of distributable income over income distributed   $      2,274,946   $     28,315,763   $     43,353,139                                                          ================   ================   ================   See notes to cash basis financial statements.                                         8   FIRST NATIONAL MASTER NOTE TRUST  NOTES TO CASH BASIS FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003  1.    GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES              First National Master Note Trust (the "Trust") was created to             acquire interests in credit card receivables and related assets for             the purpose of issuing asset-backed notes under the Master Indenture             dated October 24, 2002 between First National Master Note Trust and             The Bank of New York, and one or more supplements thereto.              First National Bank of Omaha retains servicing responsibility             pursuant to the Second Amended and Restated Pooling and Servicing             Agreement dated as of October 24, 2002 and the Transfer and             Servicing Agreement dated as of October 24, 2002 and receives annual             servicing compensation for acting as servicer. In order to             facilitate its servicing functions and minimize administrative             burdens and expenses, the Bank retains physical possession of the             documents relating to the receivables as custodian for the trustee             of the Receivables Trust and the Trust. The Trust and the             Receivables Trust have no employees.              The financial statements of the Trust are prepared on a cash basis             of accounting. Such financial statements differ from financial             statements prepared in accordance with accounting principles             generally accepted in the United States of America in that interest             income and the related assets are recognized when received rather             than when earned and distributions are recognized when paid rather             than when the obligation is incurred. The statement of assets and             liabilities arising from cash transactions as of December 31, 2005             and 2004 reflects the amounts to be distributed on January 15, 2006             and 2005, respectively, which represents the distribution of income             received by the Trust for the period December 1, 2005 through             December 31, 2005 and December 1, 2004 through December 31, 2004,             respectively.  2.    CREDIT CARD RECEIVABLES              Credit card receivables for the Trust is in the form of a Collateral             Certificate issued by First Bankcard Master Credit Card Trust (the             "Receivables Trust") representing an undivided interest in Visa and             Mastercard credit card receivables and the earnings thereon             originated by First National Bank of Omaha (the "Bank"), an             affiliate of the Bank or acquired by the Bank or an affiliate. The             Collateral Certificate serves as collateral for the asset-backed             notes issued by the Trust.  3.    PRINCIPAL AND INTEREST PAYMENT              Collections of principal from the undivided interest in the             receivables are used to make principal distributions to note holders             and to purchase new credit card receivables on a daily basis.                                         9               Collections of finance charges, which includes interest, late fees,             non-sufficient funds check fees, annual fees, recoveries of amounts             previously written off, and association interchange, are used to pay             interest to the note holders, pay servicing fees, purchase new             credit card receivables equal to amounts written off during the             month and maintain certain reserve and spread accounts. Excess             finance charge collections, if any, are distributed to First             National Funding LLC, a subsidiary of the Bank. The distribution             date is the 15th day of each month (or the next following business             day).  4.    ASSET-BACKED NOTES              The Trust may issue from time to time asset-backed notes in one or             more series, which will consist of one or more classes of notes,             secured by the Collateral Certificate. As of December 31, 2005 and             2004, the Trust had issued and had outstanding the following             floating rate notes:                              DECEMBER 31, 2005                 DECEMBER 31, 2004                    -------------------------------   ------------------------------                                         % OF TOTAL                       % OF TOTAL DESCRIPTION            $ ISSUED           ISSUED         $ ISSUED          ISSUED         Series 2002-1   $              -         0.00%    $    400,000,000        21.52%    Series 2003-1        500,000,000        27.03          500,000,000        26.90    Series 2003-2        500,000,000        27.03          500,000,000        26.90    Series 2003-3        140,000,000         7.56          259,000,000        13.93    Series 2004-1        210,000,000        11.35          200,000,000        10.75    Series 2005-1        500,000,000        27.03                    -            -                    ----------------     --------     ----------------     -------- Total Issued       $  1,850,000,000          100%    $  1,859,000,000       100   %                    ================     ========     ================     ========   Series are either publicly issued or privately placed. The following table summarizes the method of issuance for each series:        2002-1        Publicly issued      October 16, 2002   2003-1        Publicly issued      March 13, 2003   2003-2        Publicly issued      November 4, 2003   2003-3        Privately placed             -   2004-1        Privately placed             -   2005-1        Privately placed             -                                          10   The following table summarizes the maturity dates and interest rates as of December 31:                              SERIES 2003-1         SERIES 2003-2            SERIES 2003-3       SERIES 2004-1        SERIES 2005-1                         ------------------  ---------------------   ---------------------  -----------------  -------------------       TYPE (1)                 TERM                 TERM                   CONDUIT              CONDUIT             CONDUIT       2005:  Expected principal   payment date          March 15, 2006 (2)  November 15, 2006 (3)            -                   -                   -  Scheduled Class A   payment date                   -                    -             December 31, 2008 (4)  July 15, 2010 (5)  October 15, 2011(6)  Interest rates:  ClassA                    LIBOR* + .10           LIBOR+.ll               CP**+.27                CP                CP+.16  ClassB                        2.76%                3.08%                 CP+1.22               CP+.09                 -  ClassC                     LIBOR+1.60              3.70%                    -                  CP+.30               CP+.65  2004;  Expected principal    payment date         March 15, 2006 (2)  November 15, 2006 (3)  Scheduled Class A    payment date                  -                    -             December 31, 2008 (4)  July 15, 2010 (5)           -  Interest rates:  ClassA                      LIBOR+.10            LIBOR+.ll                CP+.27                 CP                   -  ClassB                        2.76%                3.08%                 CP+1.22               CP+.09                 -  ClassC                     LIBOR+1.60              3.70%                    -                  CP+.30                 -   - ----------  (1)   In a conduit securitization, the Company's loans are converted into       securities and sold to commercial paper issuers which pool the securities       with those of other issuers. The amount securitized in a conduit structure       is allowed to fluctuate within the terms of the facility. Term       securitization structures are for a fixed amount and a fixed term.  (2)   Collections of the underlying principal receivables required to pay the       Notes on the expected principal payment date were scheduled to be       deposited into a trust account for the note holders beginning on March 1,       2005, except that these deposits have been delayed until January 1, 2006       as permitted by Section 4.14 of the Series 2003-1 Indenture Supplement.  (3)   Collections of the underlying principal receivables required to pay the       Notes on the expected principal payment date were scheduled to be       deposited into a trust account for the note holders beginning on November       1, 2005, except that these deposits may begin at a later date if permitted       by Section 4.14 of the Series 2003-2 Indenture Supplement.  (4)   The Class A and B notes of Series 2003-3 are paid sequentially with a       twelve-month scheduled amortization period beginning December 1, 2007.  (5)   The Class A, B, and C notes of Series 2004-1 are paid sequentially with a       twelve-month scheduled amortization period beginning July 1, 2009.  (6)   The Class A and C notes of Series 2005-1 are paid sequentially with a       twelve-month scheduled amortization period beginning October 1, 2010.  * London Interbank Offered Rate  ** Commercial Paper                                         11   5.    FEDERAL INCOME TAXES              The Trust is not taxable as a corporation for Federal income tax             purposes. Accordingly, no provision for income taxes is reflected in             the accompanying financial statements.  6.    FAIR VALUE OF FINANCIAL INSTRUMENTS              The fair value of a financial instrument is the current amount that             would be exchanged between willing parties. Fair value is best             determined based upon quoted market prices. However, in many             instances, there are no quoted market prices for the Trust's various             financial instruments. In cases where quoted market prices are not             available, fair values are based on estimates using present value or             other valuation techniques. Those techniques are significantly             affected by the assumptions used, including the discount rate and             estimates of future cash flows. Accordingly, the fair value             estimates may not be realized in an immediate settlement of the             instrument.              The following table presents the carrying amounts and fair values of             the specified assets and liabilities held by the Trust at December             31, 2005 and 2004. The information presented is based on pertinent             information available to management as of December 31, 2005 and             2004. Although management is not aware of any factors that would             significantly affect the estimated fair value amounts, such amounts             have not been comprehensively revalued since that time, and the             current estimated fair value of these financial instruments may have             changed since that point in time.                                      DECEMBER 31, 2005                    DECEMBER 31, 2004                          -----------------------------------   -----------------------------------                                                ESTIMATED                             ESTIMATED                              CARRYING             FAIR             CARRYING             FAIR                               AMOUNT              VALUE             AMOUNT             VALUE      Financial assets:  Cash available for    distribution          $      2,274,946   $      2,274,946   $     28,315,763   $     28,315,763  Credit card    receivables           $  1,850,000,000   $  1,838,160,000      1,859,000,000      1,859,000,000  Financial liabilities:  Income to be    distributed           $      2,274,946   $      2,274,946   $     28,315,763   $     28,315,763  Asset-backed    notes                 $  1,850,000,000   $  1,850,000,000      1,859,000,000      1,859,000,000      The following methods and assumptions were used in estimating fair value disclosures for the Trust's financial instruments:  CASH AVAILABLE FOR DISTRIBUTION AND INCOME TO BE DISTRIBUTED - The carrying amounts of these financial instruments approximate fair values due to the short-term nature of these instruments.  CREDIT CARD RECEIVABLES - The fair values of the Trust's undivided interest in credit card receivables have been estimated using two methods: 1) the carrying amounts of short-term and variable rate loans approximate fair values excluding certain credit card loans                                         12   which are tied to an index floor; and 2) for all other loans, discounting of projected future cash flows. When using the discounting method, loans are pooled in homogeneous groups with similar terms and conditions and discounted at a target rate at which similar loans would be made to borrowers at year end.  ASSET-BACKED NOTES - The carrying amounts of asset-backed notes approximate the fair values because the notes carry variable interest rates.                                         13
There is nothing to report with regard to this item.
Not required by Items 307 and 308 of Regulation S-K.                                      PART III
Omitted pursuant to the no-action letters referred to in the first paragraph of Part I of this report and not required by Instruction 3 to Item 406 of Regulation S-K.
Omitted pursuant to the no-action letters referred to in the first paragraph of Part I of this report.
a) Each publicly offered class of the Trust's notes is represented by one       or more notes registered in the name of Cede, the nominee of DTC. An       investor holding an interest in such classes of notes is not entitled to       receive a note representing such interest except in limited circumstances       set forth in the Indenture. Accordingly, Cede is the sole holder of record       of such notes, which it holds on behalf of brokers, dealers, banks, and       other direct participants in the DTC system. Such direct participants may       hold notes for their own accounts or for the accounts of their customers.       The name and address of Cede is Cede & Co., c/o The Depository Trust       Company, 55 Water Street, New York, NY 10041.        b) Omitted pursuant to the no-action letters referred to in the first       paragraph of Part I of this report.        c) Omitted pursuant to the no-action letters referred to in the first       paragraph of Part I of this report.        Information required by Item 201(d) of Regulation S-K omitted because the notes are not issued under equity compensation plans.                                         14
There is nothing to report with regard to this item.
Omitted pursuant to the Instruction to Item 14 of Form 10-K.                                       PART IV
a)    Listed below are the documents filed as part of this report:              1)    All financial statements are included in Item 8 of this                   report.              2)     Exhibit 23.1      Consent of Independent Registered                                      Public Accounting Firm                     Exhibit 31.1      Certification pursuant to                                      Rule 13a-14 of the Securities                                      Exchange Act of 1934.                     Exhibit 32.1      Certification pursuant                                      to 18 U.S.C. Section 1350, as adopted                                      pursuant to Section 906 of the                                      Sarbanes-Oxley Act of 2002.                     Exhibit 32.2      Certification pursuant                                      to 18 U.S.C. Section 1350, as adopted                                      pursuant to Section 906                                      of the Sarbanes-Oxley Act of 2002.                     Exhibit 99.1      Annual Servicer's Certificate.                     Exhibit 99.2      Monthly Reports for the due periods                                      beginning  in January 2005 and ending in                                      December 2005 are incorporated by reference                                      from the Trust's Current Reports on Form                                      8-K filed with the Commission on the                                      following dates: February 28, 2005; March                                      30, 2005; April 26, 2005; May 24, 2005;                                      June 24, 2005; July 29, 2005; August 23,                                      2005; September 26, 2005; October 27, 2005;                                      November 30, 2005; December 28, 2005 and                                      January 31, 2006 (Commission File No.                                      000-50139).              b)    Reports on Form 8-K:                                         15         The following Current Reports on Form 8-K were filed during the fourth quarter of 2005:    ITEMS REPORTED                                             DATE OF REPORT - --------------                                           -----------------   Items 8.01 and 9.01:  Monthly Report, September 2005     October 27, 2005 Items 8.01 and 9.01:  Monthly Report, October 2005       November 30, 2005 Items 8.01 and 9.01:  Monthly Report, November 2005      December 28, 2005   c) Included in Item 15(a)(2) of this report pursuant to Items 15(a)(3) and 15(c) of Form 10-K.  d) Omitted pursuant to the no-action letters referred to in the first paragraph of Part I of this report.                                         16                                      SIGNATURES        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  Dated:  March 29, 2006     FIRST NATIONAL MASTER NOTE TRUST                             By:  First National Bank of Omaha,                                 As Servicer of First National Master                                 Note Trust                             By:  /s/ Timothy D. Hart                                 ---------------------------------------                                 Timothy D. Hart, Senior Vice President,                                 Treasurer and Assistant Secretary  Dated:  March 29, 2006     FIRST NATIONAL FUNDING LLC, as Transferor                             By:  First National Funding Corporation,                                 Managing Member                             By:  /s/ Karlyn Knieriem                                 ---------------------------------------                                 Karlyn Knieriem, Senior Vice President                                 and Treasurer                                         17    EX-23.1 2 c03753exv23w1.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                                        EXHIBIT 23.1  CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  We consent to the incorporation by reference in Registration Statement Nos. 333-106732-00 and 333-106732-01 of First National Master Note Trust on Form S-3 and Amendment No. 1 to Form S-3 of our reports dated March 22, 2006, appearing in this Annual Report on Form 10-K of First National Master Note Trust for the year ended December 31, 2005.  /s/  Deloitte & Touche LLP Omaha, Nebraska March 29, 2006     EX-31.1 3 c03753exv31w1.txt CERTIFICATION PURSUANT TO RULE 13A-14                                                                       EXHIBIT 31.1                                    CERTIFICATION          PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934        I, Timothy D. Hart, certify that:        1. I have reviewed this Annual Report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this Annual Report of First National Master Note Trust.        2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this Annual Report.        3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports.        4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement.        Dated:  March 29, 2006   /s/ Timothy D. Hart                                ------------------------------------------                                Timothy D. Hart, Senior Vice President,                                Treasurer and Assistant Secretary, First National                                Bank of Omaha     EX-32.1 4 c03753exv32w1.txt CERTIFICATION PURSUANT TO SECTION 906                                                                        EXHIBIT 32.1                                    CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350        AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with the Annual Report on Form 10-K (the "Report") of First National Master Note Trust (the "Trust") for the year ended December 31, 2005, I, Karlyn Knieriem, Senior Vice President and Treasurer of First National Funding Corporation as managing member of First National Funding LLC as transferor and co-registrant, hereby certify pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:        (1)   the Report fully complies with the requirements of Section 13(a) or             15(d) of the Securities Exchange Act of 1934; and        (2)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Trust.  Dated:  March 29, 2006      FIRST NATIONAL MASTER NOTE TRUST                              By:  First National Funding LLC, as Transferor and                                  Co-Registrant                              By:  First National Funding Corporation,                                  Managing Member                              By:  /s/ Karlyn Knieriem                                  ----------------------------------------                                  Karlyn Knieriem, Senior Vice President                                  and Treasurer    EX-32.2 5 c03753exv32w2.txt CERTIFICATION PURSUANT TO SECTION 906                                                                        EXHIBIT 32.2                                    CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350        AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002        In connection with the Annual Report on Form 10-K (the "Report") of First National Master Note Trust (the "Trust") for the year ended December 31, 2005, I, Timothy D. Hart, President of First National Funding Corporation as managing member of First National Funding LLC as transferor and co-registrant, hereby certify pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:        (1)   the Report fully complies with the requirements of Section 13(a) or             15(d) of the Securities Exchange Act of 1934; and        (2)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Trust.  Dated:  March 29, 2006     FIRST NATIONAL MASTER NOTE TRUST                             By: First National Funding LLC, as Transferor                                And Co-Registrant                             By: First National Funding Corporation,                                Managing Member                             By: /s/ Timothy D. Hart                                -----------------------------------------                                Timothy D. Hart, President    EX-99.1 6 c03753exv99w1.txt ANNUAL SERVICER'S CERTIFICATE                                                                        EXHIBIT 99.1                            ANNUAL SERVICER'S CERTIFICATE                            FIRST NATIONAL BANK OF OMAHA                                 -------------------                       FIRST BANKCARD MASTER CREDIT CARD TRUST        The undersigned, duly authorized representatives of First National Bank of Omaha ("FNBO"), as Servicer pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 24, 2002 (as amended and supplemented, the "Pooling and Servicing Agreement"), by and between FNBO, First National Funding LLC ("FNF"), as Transferor, and The Bank of New York, as trustee (the "Trustee"), do hereby certify that:        1. FNBO is Servicer under the Pooling and Servicing Agreement. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings assigned in or pursuant to the Pooling and Servicing Agreement.        2. The undersigned are duly authorized pursuant to the Pooling and Servicing Agreement to execute and deliver this Certificate to the Trustee.        3. This Certificate is delivered pursuant to Section 3.05 of the Pooling and Servicing Agreement.        4. A review of the activities of the Servicer during the twelve-month period ending on December 31, 2005, was conducted under the supervision of the undersigned officers.        5. To the best knowledge of the undersigned, based on such review, the Servicer has fully performed all its obligations under the Pooling and Servicing Agreement throughout such period and no default in the performance of such obligations has occurred or is continuing.        6. (a) During such period, for each outstanding Series, the Servicer prepared the monthly reports required by Section 3.04(b) of the Pooling and Servicing Agreement and each other monthly report required by the applicable Supplement or other document (as described on Exhibit A to this Certificate) in accordance with Section 3.04(b) and the applicable provisions of each such Supplement or other document;        (b) The amounts included in such reports agree with the computer records of the Servicer; and        (c) The calculated amounts included in such reports are mathematically correct and made in accordance with the applicable definitions in the Pooling and Servicing Agreement and the other applicable Transaction Documents.        7. The monthly reports required for each Series are as set forth on Exhibit A attached to this Certificate.                                         1         IN WITNESS WHEREOF, the undersigned have duly executed this certificate as of March 27, 2006.                           FIRST NATIONAL BANK OF OMAHA, as Servicer                           By  /s/ Karlyn Knieriem                              -----------------------------------------                          Name    Karlyn Knieriem                          Title   Finance Officer                            By  /s/ Timothy D. Hart                              -----------------------------------------                          Name    Timothy D. Hart                          Title   Treasurer and Senior Vice President                                          2                                     EXHIBIT A TO                           ANNUAL SERVICER'S CERTIFICATE                                     AGREEMENTS        1. Second Amended and Restated Pooling and Servicing Agreement, dated as of October 24, 2002, between First National Funding LLC, as transferor and servicer, and BONY, as trustee (as amended and supplemented, "PSA").        2. 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 (as amended and supplemented, the "MI").                                2005 MONTHLY REPORTS  SERIES 2000-1 (THROUGH OCTOBER 2005)        1. Exhibit B, Form of Monthly Payment Instructions and Notification to the Trustee, to the Series 2000-1 Supplement, dated as of June 30, 2000, as amended, to the PSA.        2. Exhibit B, Monthly Payment Certificate Pursuant to Section 2.10 of the Loan Agreement, to the Loan Agreement, dated as of June 30, 2000, as amended, for the PSA.        3. Exhibit C, Form of Monthly Status Report, to the Series 2000-1 Supplement, dated as of June 30, 2000, as amended, to the PSA.  SERIES 2002-1 (THROUGH OCTOBER 2005)        1. Exhibit B, Form of Monthly Payment Instructions and Notification to Indenture Trustee, to the Series 2002-1 Indenture Supplement, dated as of October 24, 2002, to the MI.        2. Exhibit C, Form of Monthly Report to Noteholders, to the Series 2002-1 Indenture Supplement, dated as of October 24, 2002, to the MI.  SERIES 2003-1        1. Exhibit B, Form of Monthly Payment Instructions and Notification to Indenture Trustee, to the Series 2003-1 Indenture Supplement, dated as of March 20, 2003, to the MI.        2. Exhibit C, Form of Monthly Report to Noteholders, to the Series 2003-1 Indenture Supplement, dated as of March 20, 2003, to the MI.  SERIES 2003-2        1. Exhibit B, Form of Monthly Payment Instructions and Notification to Indenture Trustee, to the Series 2003-2 Indenture Supplement, dated as of November 17, 2003, to the MI.                                        A-1         2. Exhibit C, Form of Monthly Report to Noteholders, to the Series 2003-2 Indenture Supplement, dated as of November 17, 2003, to the MI.  SERIES 2003-3        1. Exhibit B, Form of Monthly Payment Instructions and Notification to Indenture Trustee, to the Series 2003-3 Indenture Supplement, dated as of December 17, 2003, to the MI.        2. Exhibit C, Form of Monthly Report to Noteholders, to the Series 2003-3 Indenture Supplement, dated as of December 17, 2003, to the MI.  SERIES 2004-1        1. Exhibit B, Form of Monthly Payment Instructions and Notification to Indenture Trustee, to the VFN Series 2004-1 Indenture Supplement, dated as of June 15, 2004, to the MI.        2. Exhibit C, Form of Monthly Report to Noteholders, to the VFN Series 2004-1 Indenture Supplement, dated as of June 15, 2004, to the MI.  SERIES 2005-1 (FROM OCTOBER 2005)        1. Exhibit B, Form of Monthly Payment Instructions and Notification to Trustee, to the Series 2005-1 Supplement dated as of October 17, 2005, to the PSA.        2. Exhibit C, Form of Monthly Report to Certificateholders, to the Series 2005-1 Supplement, dated as of October 17, 2005 to the PSA.                                        A-2    -----END PRIVACY-ENHANCED MESSAGE-----