FIRST AMENDED AND RESTATED MASTER INDENTURE Dated as of December 20, 2012 FIRST NATIONAL MASTER NOTE TRUST, Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Indenture Trustee FIRST NATIONAL MASTER NOTE TRUSTMaster Indenture • July 24th, 2013 • First National Master Note Trust • Asset-backed securities • New York
This FIRST AMENDED AND RESTATED MASTER INDENTURE, dated as of December 20, 2012 (the “Indenture”), between FIRST NATIONAL MASTER NOTE TRUST, a statutory trust organized under the laws of the State of Delaware (“Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association with the authority to exercise trust powers, as indenture trustee (“Indenture Trustee”). The Indenture may be supplemented at any time and from time to time by an indenture supplement in accordance with Article X (an “Indenture Supplement,” and together with the Indenture and any amendments, the “Agreement”). If a conflict exists between the terms and provisions of the Indenture and any Indenture Supplement, the terms and provisions of the Indenture Supplement shall be controlling with respect to the related Series.
FIRST AMENDED AND RESTATED TRUST AGREEMENT Dated as of December 20, 2012 FIRST NATIONAL FUNDING LLC, Transferor, and WILMINGTON TRUST COMPANY, Owner Trustee FIRST NATIONAL MASTER NOTE TRUSTTrust Agreement • July 24th, 2013 • First National Master Note Trust • Asset-backed securities • Delaware
THIS FIRST AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 20, 2012 (this “Agreement”), is between FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as Transferor (“Transferor”), and WILMINGTON TRUST COMPANY, a Delaware corporation, acting hereunder in its individual capacity and as Owner Trustee (“Owner Trustee”).
FIRST AMENDED AND RESTATED ADMINISTRATION AGREEMENT Dated as of December 20, 2012 FIRST NATIONAL MASTER NOTE TRUST, as Issuer, and FIRST NATIONAL BANK OF OMAHA, as Administrator FIRST NATIONAL MASTER NOTE TRUSTAdministration Agreement • July 24th, 2013 • First National Master Note Trust • Asset-backed securities • Nebraska
THIS FIRST AMENDED AND RESTATED ADMINISTRATION AGREEMENT, dated as of December 20, 2012 (this “Agreement”), between FIRST NATIONAL MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (“Issuer”), and FIRST NATIONAL BANK OF OMAHA, a national banking association, as administrator (“Administrator”) amends and restates the Administration Agreement, dated as of October 24, 2002, as amended by First Amendment to Administration Agreement, dated as of May 18, 2009 (the “Existing Agreement”).
OMNIBUS INSTRUMENT OF APPOINTMENT AND ACCEPTANCE OF U.S. BANK NATIONAL ASSOCIATION AS SUCCESSOR INDENTURE TRUSTEEOmnibus Instrument of Appointment and Acceptance • July 24th, 2013 • First National Master Note Trust • Asset-backed securities • Nebraska
This Omnibus Instrument of Appointment and Acceptance of U.S. Bank National Association as Successor Indenture Trustee (this “Agreement”), dated as of June 18, 2013, is by and among U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as successor indenture trustee (“Successor Indenture Trustee”) to The Bank of New York Mellon Trust Company, N.A. under the Indenture (as defined below), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (“BONY”), not in its individual capacity, but solely as indenture trustee (the “Predecessor Indenture Trustee”) under the Indenture and FIRST NATIONAL MASTER NOTE TRUST, as Issuer (the “Issuer”) under the Indenture and is acknowledged and accepted by FIRST NATIONAL FUNDING LLC, as Transferor (“Transferor”) and FIRST NATIONAL BANK OF OMAHA, as Servicer (the “Servicer”).
FIRST AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT Dated as of December 20, 2012 FIRST NATIONAL FUNDING LLC, Transferor, FIRST NATIONAL BANK OF OMAHA, Servicer, and FIRST NATIONAL MASTER NOTE TRUST, Issuer FIRST NATIONAL MASTER NOTE TRUSTTransfer and Servicing Agreement • July 24th, 2013 • First National Master Note Trust • Asset-backed securities • Nebraska
This FIRST AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT (this “Agreement”), dated as of December 20, 2012, among FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as Transferor, FIRST NATIONAL BANK OF OMAHA, a national banking association, as Servicer, and FIRST NATIONAL MASTER NOTE TRUST, a statutory trust organized under the laws of the State of Delaware, as Issuer, amends and restates the Transfer and Servicing Agreement, dated as of October 24, 2002, as amended by First Amendment to Transfer and Servicing Agreement, dated as of March 28, 2007 and as amended by Second Amendment to Transfer and Servicing Agreement, dated as of October 31, 2007 (the “Existing TSA”).
FIRST AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of December 20, 2012 FIRST NATIONAL BANK OF OMAHA, RPA Seller, and FIRST NATIONAL FUNDING LLC, Purchaser FIRST NATIONAL MASTER NOTE TRUSTReceivables Purchase Agreement • July 24th, 2013 • First National Master Note Trust • Asset-backed securities • Nebraska
This FIRST AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of December 20, 2012 between FIRST NATIONAL BANK OF OMAHA, a national banking association (“FNBO”), as seller (“RPA Seller”) and FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as purchaser (“Purchaser”), amends and restates the Receivables Purchase Agreement, dated as of October 24, 2002 between RPA Seller and Purchaser (the “Existing RPA”).
