FORM OF SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of June [ ], 2016 FIRST NATIONAL BANK OF OMAHA, RPA Seller, and FIRST NATIONAL FUNDING LLC, Purchaser FIRST NATIONAL MASTER NOTE TRUSTReceivables Purchase Agreement • June 17th, 2016 • First National Funding LLC • Asset-backed securities • Nebraska
This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of June [ ], 2016 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, in its entirety, the Receivables Purchase Agreement, originally dated as of October 24, 2002 between RPA Seller and Purchaser, as amended and restated, in its entirety, by the First Amended and Restated Receivables Purchase Agreement dated as of December 20, 2012, between RPA Seller and Purchaser (the “Existing RPA”). This Agreement constitutes an amendment of the Existing RPA pursuant to Section 9.01 of the Existing RPA.
FORM OF SECOND AMENDED AND RESTATED TRUST AGREEMENT Dated as of June [ ], 2016 FIRST NATIONAL FUNDING LLC, Transferor, and WILMINGTON TRUST COMPANY, Owner Trustee FIRST NATIONAL MASTER NOTE TRUSTTrust Agreement • June 17th, 2016 • First National Funding LLC • Asset-backed securities • Delaware
THIS SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of June [ ], 2016 (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”). This Agreement amends and restates, in its entirety, the Existing Trust Agreement (as defined below) and constitutes an amendment and supplement to the Existing Trust Agreement pursuant to Section 10.01 of the Existing Trust Agreement.
FORM OF SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT Dated as of June [ ], 2016 FIRST NATIONAL MASTER NOTE TRUST, as Issuer, and FIRST NATIONAL BANK OF OMAHA, as Administrator FIRST NATIONAL MASTER NOTE TRUSTAdministration Agreement • June 17th, 2016 • First National Funding LLC • Asset-backed securities • Nebraska
THIS SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT, dated as of June [ ], 2016 (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, in its entirety the Administration Agreement, originally dated as of October 24, 2002, as amended by First Amendment to Administration Agreement, dated as of May 18, 2009 and as amended and restated, in its entirety, as of December 20, 2012 (the “Existing Agreement”). This Agreement constitutes an amendment of the Existing Agreement pursuant to Section 11 of the Existing Agreement.
FORM OF SECOND AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT Dated as of June [ ], 2016 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 • June 17th, 2016 • First National Funding LLC • Asset-backed securities • Nebraska
This SECOND AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT (this “Agreement”), dated as of June [ ], 2016, 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, in its entirety, the First Amended and Restated Transfer and Servicing Agreement, dated as of December 20, 2012 (the “Existing TSA”). This Agreement constitutes an amendment of the Existing TSA pursuant to Section 9.01(a) of the Existing TSA.
FIRST NATIONAL MASTER NOTE TRUST $[ ] CLASS A [FIXED][FLOATING RATE] SERIES [201 - ] ASSET BACKED NOTES $[ ] CLASS B [FIXED][FLOATING RATE] SERIES [201 - ] ASSET BACKED NOTES $[ ] CLASS C [FIXED][FLOATING RATE] SERIES [201 - ] ASSET BACKED NOTES FORM...Trust Agreement • June 17th, 2016 • First National Funding LLC • Asset-backed securities • New York
FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT among FIRST NATIONAL BANK OF OMAHA, as RPA Seller FIRST NATIONAL FUNDING LLC, as Transferor FIRST NATIONAL BANK OF OMAHA, as Servicer FIRST NATIONAL MASTER NOTE TRUST, as Issuer and as Asset...Asset Representations Review Agreement • June 17th, 2016 • First National Funding LLC • Asset-backed securities • New York
THIS ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of , 20 (this “Agreement”), among FIRST NATIONAL BANK OF OMAHA, a national banking association, as RPA Seller (in such capacity, the “RPA Seller), FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as Transferor (the “Transferor”), FIRST NATIONAL BANK OF OMAHA, as Servicer (in such capacity, the “Servicer”), FIRST NATIONAL MASTER NOTE TRUST, a Delaware statutory trust, as Issuer (the “Issuer”), and [Name of Asset Representations Reviewer], a [ ] [limited liability company][corporation], as asset representations reviewer (the “Asset Representations Reviewer”).
FORM OF SECOND AMENDED AND RESTATED MASTER INDENTURE Dated as of June [ ], 2016 FIRST NATIONAL MASTER NOTE TRUST, Issuer, and U.S. BANK NATIONAL ASSOCIATION, Indenture Trustee FIRST NATIONAL MASTER NOTE TRUSTMaster Indenture • June 17th, 2016 • First National Funding LLC • Asset-backed securities • New York
This SECOND AMENDED AND RESTATED MASTER INDENTURE, dated as of June [ ], 2016, (the “Indenture”), between FIRST NATIONAL MASTER NOTE TRUST, a statutory trust organized under the laws of the State of Delaware (“Issuer”), and U.S. Bank National Association, 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.
