EX-4.1



 Exhibit 4.1 

EXECUTION COPY 

SERIES 2013-2 INDENTURE SUPPLEMENT 

Dated as of October 24, 2013 

to 
 FIRST AMENDED AND RESTATED
MASTER INDENTURE 
 Dated as of December 20, 2012 
  

 
 FIRST
NATIONAL MASTER NOTE TRUST, 
 Issuer, 

and 
 U.S. BANK NATIONAL
ASSOCIATION, 
 Indenture Trustee on behalf of the Noteholders 
  

 
  

FIRST NATIONAL MASTER NOTE TRUST 
  

 
  







 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
	 ARTICLE I
	  			
		
	 CREATION OF THE SERIES 2013-2 NOTES
	  	 	1	  
		
	 ARTICLE II
	  			
	 DEFINITIONS
	  	 	1	  
		
	 ARTICLE III
	  			
	 NOTEHOLDER SERVICING FEE
	  			
			
	 Section 3.01.
	  	Servicing Compensation	  	 	16	  
		
	 ARTICLE IV
	  			
	 RIGHTS OF NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS
	  			
			
	 Section 4.01.
	  	Collections and Allocations	  	 	17	  
	 Section 4.02.
	  	Determination of Monthly Interest	  	 	19	  
	 Section 4.03.
	  	Determination of Monthly Principal	  	 	21	  
	 Section 4.04.
	  	Application of Available Finance Charge Collections and Available Principal Collections	  	 	21	  
	 Section 4.05.
	  	Investor Charge-Offs	  	 	24	  
	 Section 4.06.
	  	Reallocated Principal Collections	  	 	25	  
	 Section 4.07.
	  	Excess Finance Charge Collections	  	 	25	  
	 Section 4.08.
	  	Excess Principal Collections	  	 	25	  
	 Section 4.09.
	  	Certain Series Accounts	  	 	26	  
	 Section 4.10.
	  	Reserve Account	  	 	27	  
	 Section 4.11.
	  	Spread Account	  	 	29	  
	 Section 4.12.
	  	Investment Instructions	  	 	31	  
	 Section 4.13.
	  	Accumulation Period	  	 	31	  
	 Section 4.14.
	  	Suspension of Accumulation Period	  	 	32	  
	 Section 4.15.
	  	Determination of LIBOR	  	 	33	  
	 Section 4.16.
	  	Interchange	  	 	34	  
	 Section 4.17.
	  	Foreign Accounts	  	 	35	  
		
	 ARTICLE V
	  			
	 DELIVERY OF NOTES; DISTRIBUTIONS; REPORTS TO NOTEHOLDERS
	  			
			
	 Section 5.01.
	  	Delivery and Payment for the 2013-2 Notes	  	 	35	  
	 Section 5.02.
	  	Distributions	  	 	35	  
	 Section 5.03.
	  	Reports and Statements to Series 2013-2 Noteholders	  	 	35	  
		
	 ARTICLE VI
	  			
		
	 SERIES 2013-2 PAY OUT EVENTS
	  	 	37	  









							
	 ARTICLE VII
	  			
	 REDEMPTION; FINAL DISTRIBUTIONS; SERIES TERMINATION
	  			
			
	 Section 7.01.
	  	Optional Redemption of Series 2013-2 Notes; Final Distributions	  	 	38	  
	 Section 7.02.
	  	Series Termination	  	 	40	  
		
	 ARTICLE VIII
	  			
	 MISCELLANEOUS PROVISIONS
	  			
			
	 Section 8.01.
	  	Ratification of Indenture; Amendments	  	 	40	  
	 Section 8.02.
	  	Form of Delivery of the Notes	  	 	41	  
	 Section 8.03.
	  	Counterparts	  	 	41	  
	 Section 8.04.
	  	Governing Law	  	 	41	  
	 Section 8.05.
	  	Limitation of Liability	  	 	41	  
	 Section 8.06.
	  	Rights of Indenture Trustee	  	 	41	  
	 Section 8.07.
	  	Additional Requirements for Registration of and Limitations on Transfer and Exchange of Notes	  	 	41	  
			
	 Section 8.08.
	  	Notices to Rating Agencies and Indenture Trustee	  	 	42	  
			
	 EXHIBIT A-1
	  	FORM OF CLASS A NOTE	  			
	 EXHIBIT A-2
	  	FORM OF CLASS B NOTE	  			
	 EXHIBIT A-3
	  	FORM OF CLASS C NOTE	  			
	 EXHIBIT A-4
	  	FORM OF CLASS D NOTE	  			
	 EXHIBIT B
	  	FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION TO INDENTURE TRUSTEE	  			
	 EXHIBIT C
	  	FORM OF MONTHLY REPORT TO NOTEHOLDERS	  			
	 EXHIBIT D
	  	FORM OF MONTHLY SERVICER’S CERTIFICATE	  			
	 EXHIBIT E
	  	FORM OF INVESTOR CERTIFICATION	  			


  
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 SERIES 2013-2 INDENTURE SUPPLEMENT 

SERIES 2013-2 INDENTURE SUPPLEMENT, dated as of October 24, 2013 (this “Indenture Supplement”), between FIRST
NATIONAL MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, “Issuer” or the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
successor indenture trustee to The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Indenture referred to
below, “Indenture Trustee”) under the First Amended and Restated Master Indenture, dated as of December 20, 2012 (the “Indenture”), between Issuer and Indenture Trustee. 

Pursuant to Section 2.11 of the Indenture, Transferor may direct Issuer to issue one or more Series of Notes. The Principal Terms of this
Series are set forth in this Indenture Supplement to the Indenture. 
 ARTICLE I 

CREATION OF THE SERIES 2013-2 NOTES 

There is hereby created and designated a Series of Notes to be issued pursuant to the Indenture and this Indenture Supplement to be known as
“First National Master Note Trust, Series 2013-2” or the “Series 2013-2 Notes”. The Series 2013-2 Notes shall be issued in four Classes, known as the “Class A Asset Backed Notes, Series 2013-2,”
the “Class B Asset Backed Notes, Series 2013-2,” the “Class C Asset Backed Notes, Series 2013-2,” and the “Class D Asset Backed Notes, Series 2013-2;” provided, however, with respect to
Section 2.11(b)(iv) of the Indenture and the Tax Opinion specified therein, clause (d) of the defined term “Tax Opinion” shall not be a condition precedent to the issuance of the “Class B Asset Backed Notes, Series
2013-2,” “Class C Asset Backed Notes, Series 2013-2,” or “Class D Asset Backed Notes, Series 2013-2.” 
 The Series
2013-2 Notes are secured by the Collateral up to the Collateral Amount and any portion of the Collateral that may be available to the Series 2013-2 Notes under the Indenture and this Indenture Supplement. Series 2013-2 shall be included in
Group One and shall be a Principal Sharing Series. Series 2013-2 shall be an Excess Allocation Series with respect to Group One only. Series 2013-2 shall not be subordinated to any other Series. Series 2013-2 shall not be a Paired
Series. 
 ARTICLE II 

DEFINITIONS 
 Whenever
used in this Indenture Supplement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and the masculine as well as the
feminine and neuter genders of such terms. 







 “Accumulation Period” means, unless a Pay Out Event shall have occurred
prior thereto, the period commencing at the opening of business on the Controlled Accumulation Date and ending on the first to occur of (a) the commencement of the Rapid Amortization Period and (b) the Series Termination Date. 

“Accumulation Period Length” is defined in Section 4.13. 

“Accumulation Shortfall” means (a) for the first Distribution Date during the Accumulation Period, zero; and
(b) thereafter, for any Distribution Date during the Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous Distribution Date over the amount deposited into the Principal Accumulation Account pursuant to
subsection 4.04(c)(i) for the previous Distribution Date. 
 “Allocation Percentage” means, with respect
to any Monthly Period, the percentage equivalent of a fraction: 
 (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 Accumulation Period, and for Default Amounts at any time, the Collateral Amount at the end of the last day of the prior Monthly Period (or, in the case of the Monthly Period in which the Closing Date occurs, on the Closing Date); or 

(ii) for Finance Charge Collections during the Rapid Amortization Period and for Principal Collections during the Rapid
Amortization Period and the Accumulation Period, the Collateral Amount 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 Accumulation Period; 

provided, however, that prior to the occurrence of a Pay Out Event Transferor may, by written notice to Indenture Trustee, Servicer and each
Rating Agency, reduce the numerator used for purposes of allocating Principal Collections and Finance Charge Collections to Series 2013-2 at any time if (x) the Series Rating Agency Condition shall have been satisfied with respect to such
reduction and (y) Transferor shall have delivered to Indenture 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 2013-2; and provided, further, that Transferor may designate that the numerator for Finance Charge
Collections during the Rapid Amortization Period will be the Collateral Amount at the end of the last day of the prior Monthly Period by notice to Servicer and Indenture Trustee, if the Series 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 (or in the case of the Monthly Period relating to the December 16, 2013 Distribution Date as specified in the defined term “Monthly Period” in Article II of this


  
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Indenture Supplement, as of the close of business on the Closing Date) 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 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; and provided,
further that for the purposes of clause (x) above and for the portion of the Monthly Period relating to the December 16, 2013 Distribution Date from and including November 1, 2013 to and including November 30, 2013, as specified
in the defined term “Monthly Period” in Article II of this Indenture Supplement, the Aggregate Principal Balance shall be determined as of the close of business on October 31, 2013. 

“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 allocated to Series 2013-2 for such Monthly Period, plus (c) Principal Accumulation Investment Earnings, if any, with respect
to the related Transfer Date, plus (d) amounts on deposit in the Reserve Account and Spread Account deposited into the Finance Charge Account on the related Transfer Date to be treated as Available Finance Charge Collections pursuant to
subsections 4.10(b) or (d) and 4.11(g).  
 “Available Principal Collections” means, for any
Monthly Period, an amount equal to the sum of (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 2013-2 for such Monthly Period, plus (d) the aggregate amount to be treated as Available Principal Collections
pursuant to subsections 4.04(a)(vi) and (vii) for the related Distribution Date. 
 “Available Reserve
Account Amount” means, for any Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account (including Investment Earnings to the extent retained in the Reserve Account pursuant to subsection 4.10(b) on such date
or any prior Transfer Date, and before giving effect to any deposit to or withdrawal from the Reserve Account made or to be made on such date) and (b) the Required Reserve Account Amount for such Transfer 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. 
 “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 (ii) the Noteholder Servicing Fee (calculated by assuming that Interchange allocated to Series 2013-2 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 Collateral Amount plus amounts on deposit in the Principal Accumulation Account as of the first
day of such Monthly Period. 

  
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 “Class A Default Interest” is defined in subsection 4.02(a). 

“Class A Interest Shortfall” is defined in subsection 4.02(a). 

“Class A Monthly Interest Payment” is defined in subsection 4.02(a). 

“Class A Note Initial Principal Balance” means $300,000,000.00. 

“Class A Note Interest Rate” means a per annum rate of 0.53% in excess of LIBOR as determined on the LIBOR
Determination Date for the applicable Interest Period. 
 “Class A Note Principal Balance” means, on any
date of determination, an amount equal to (a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to Class A Noteholders on or prior to such date. 

“Class A Noteholder” means the Person in whose name a Class A Note is registered in the Note Register. 

“Class A Notes” means any one of the Notes executed by Issuer and authenticated by or on behalf of Indenture
Trustee, substantially in the form of Exhibit A-1. 
 “Class A
Required Amount” means, for any Distribution Date, an amount equal to the excess of the amounts described in subsection 4.04(a)(i) over the Available Finance Charge Collections applied to pay such amount pursuant to
subsection 4.04(a). 
 “Class B Default Interest” is defined in subsection 4.02(b). 

“Class B Interest Shortfall” is defined in subsection 4.02(b). 

“Class B Monthly Interest Payment” is defined in subsection 4.02(b). 

“Class B Note Initial Principal Balance” means $56,250,000.00. 

“Class B Note Interest Rate” means a per annum rate equal to LIBOR as determined on the LIBOR Determination Date for the
applicable Interest Period. 
 “Class B Note Principal Balance” means, on any date of determination, an amount
equal to (a) the Class B Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to Class B Noteholders on or prior to such date. 

“Class B Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of the date hereof, by and
among the Indenture Trustee, the Transferor, the Servicer and the Class B Noteholder (or Class B Noteholders) pursuant to which the Class B Noteholder (or Class B Noteholders) agreed to purchase the Class B Notes, as such agreement may be amended,
amended and restated, or otherwise modified.  

  
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 “Class B Noteholder” means the Person in whose name a Class B
Note is registered in the Note Register. 
 “Class B Notes” means any one of the Notes executed by Issuer and
authenticated by or on behalf of Indenture Trustee, substantially in the form of Exhibit A-2. 

“Class B 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). 

“Class C Default Interest” is defined in subsection 4.02(c). 

“Class C Interest Shortfall” is defined in subsection 4.02(c). 

“Class C Monthly Interest Payment” is defined in subsection 4.02(c). 

“Class C Note Initial Principal Balance” means $24,671,000.00. 

“Class C Note Interest Rate” means a per annum rate equal to LIBOR as determined on the LIBOR Determination Date
for the applicable Interest Period. 
 “Class C Note Principal Balance” means, on any date of
determination, an amount equal to (a) the Class C Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to Class C Noteholders on or prior to such date. 

“Class C Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of the date hereof, by and
among the Indenture Trustee, the Transferor, the Servicer and the Class C Noteholder (or Class C Noteholders) pursuant to which the Class C Noteholder (or Class C Noteholders) agreed to purchase the Class C Notes, as such agreement may be amended,
amended and restated, or otherwise modified.  
 “Class C Noteholder” means the Person in whose name a
Class C Note is registered in the Note Register. 
 “Class C Notes” means any one of the Notes executed by
Issuer and authenticated by or on behalf of Indenture Trustee, substantially in the form of Exhibit A-3. 

“Class C Required Amount” means, for any Distribution Date, an amount equal to the excess of the amount described
in subsection 4.04(a)(iv) over the Available Finance Charge Collections applied to pay such amount pursuant to subsection 4.04(a). 

“Class D Default Interest” is defined in subsection 4.02(d). 

“Class D Interest Shortfall” is defined in subsection 4.02(d). 

“Class D Monthly Interest Payment” is defined in subsection 4.02(d). 

“Class D Note Initial Principal Balance” means $13,816,000.00. 

  
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 “Class D Note Interest Rate” means a per annum rate equal to LIBOR
as determined on the LIBOR Determination Date for the applicable Interest Period. 
 “Class D Note Principal
Balance” means, on any date of determination, an amount equal to (a) the Class D Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to Class D Noteholders on or prior to such
date. 
 “Class D Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of the date
hereof, by and among the Indenture Trustee, the Transferor, the Servicer and the Class D Noteholder (or Class D Noteholders) pursuant to which the Class D Noteholder (or Class D Noteholders) agreed to purchase the Class D Notes, as such agreement
may be amended, amended and restated, or otherwise modified.  
 “Class D Noteholder” means the Person in whose
name a Class D Note is registered in the Note Register. 
 “Class D Notes” means any one of the Notes
executed by Issuer and authenticated by or on behalf of Indenture Trustee, substantially in the form of Exhibit A-4. 

“Closing Date” means October 24, 2013. 

“Collateral Amount” means, as of any date of determination, an amount equal to the result of (a) the Initial
Collateral Amount, minus (b) the amount of principal previously paid to the Series 2013-2 Noteholders (other than any principal payments made from funds on deposit in the Spread Account), minus (c) the balance on deposit in the
Principal Accumulation Account, minus (d) the excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over the reimbursements of such amounts pursuant to
subsection 4.04(a)(vii) prior to such date. 
 “Controlled Accumulation Amount” means, (a) for any
Transfer Date with respect to the Accumulation Period an amount equal to one-twelfth of the Collateral Amount at the end of the Revolving Period; provided, however, that if the Accumulation Period Length is
determined to be less than twelve (12) months pursuant to Section 4.13 or 4.14, the Controlled Accumulation Amount shall be equal to (i) the Initial Collateral Amount divided by (ii) the Accumulation Period Length; provided,
further, that the Controlled Accumulation Amount for any Transfer Date shall not exceed the Note Principal Balance minus any amount already on deposit in the Principal Accumulation Account on such Transfer Date. 

“Controlled Accumulation Date” means October 1, 2015, or such later date as is determined in accordance with
Sections 4.13 and 4.14. 
 “Controlled Deposit Amount” means, for any Transfer Date with respect to the
Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount for such Transfer Date and any existing Accumulation Shortfall. 

“Corporate Trust Office” means, with respect to the Indenture Trustee, the principal office at which its particular corporate
trust business shall be administered, which office at the date of execution of this Indenture Supplement is located at 60 Livingston Avenue, Mail Code: EP-MN-WS3D, St. Paul, Minnesota, 55107, Attention: U.S. Bank Structured Finance/FNBO Series
2013-2 Notes.  

  
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 “Covered Amount” means an amount, determined as of each Transfer Date for
any Interest Period, equal to the sum of (a) the product of (i) a fraction the numerator of which is the actual number of days in such Interest Period and the denominator of which is 360, times (ii) the Class A Note
Interest Rate in effect with respect to such Interest Period, times (iii) the aggregate amount on deposit in the Principal Accumulation Account up to the Class A Note Principal Balance as of the Record Date preceding such Transfer
Date, plus (b) the product of (i) a fraction the numerator of which is the actual number of days in such Interest Period and the denominator of which is 360, times (ii) the Class B Note Interest Rate in effect with
respect to such Interest Period, times (iii) the aggregate amount on deposit in the Principal Accumulation Account in excess of the Class A Principal Balance as of the Record Date preceding such Transfer Date up to the Class B
Principal Balance as of the Record Date preceding such Transfer Date, plus (c) the product of (i) a fraction the numerator of which is the actual number of days in such Interest Period and the denominator of which is 360,
times (ii) the Class C Note Interest Rate in effect with respect to such Interest Period, times (iii) the aggregate amount on deposit in the Principal Accumulation Account in excess of the sum of the Class A
Principal Balance and the Class B Principal Balance as of the Record Date preceding such Transfer Date, plus (d) the product of (i) a fraction the numerator of which is the actual number of days in such Interest Period and the
denominator of which is 360, times (ii) the Class D Note Interest Rate in effect with respect to such Interest Period, times (iii) the aggregate amount on deposit in the Principal Accumulation Account in excess of the
sum of the Class A Principal Balance, the Class B Principal Balance and the Class C Principal Balance as of the Record Date preceding such Transfer Date. 

“Default Amount” means, with respect to any Transfer Date, the aggregate amount of Principal Receivables (other than
Ineligible Receivables) in Accounts which became Defaulted Accounts during the Related Monthly Period. 
 “Default
Interest” means, for any Distribution Date, an amount equal to the sum of the Class A Default Interest, Class B Default Interest, Class C Default Interest and Class D Default Interest for such Distribution Date. 

“Designated Maturity” means, for any LIBOR Determination Date, one month; provided that LIBOR for the initial Interest
Period will be determined by straight-line interpolation (based on the actual number of days in the initial Interest Period) between two rates determined in accordance with the definition of LIBOR, one of
which will be determined for a Designated Maturity of one month and the other of which will be determined for a Designated Maturity of two months. 

“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, if any, 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. 

  
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 “Distribution Account” is defined in subsection 4.09(a). 

“Distribution Date” means December 16, 2013 and the 15th day
of each calendar month thereafter, or if such 15th day is not a Business Day, the next succeeding Business Day. 

“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 Finance Charge Collections for the Related Monthly Period and allocated to Series 2013-2 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. 

“Expected Principal Payment Date” means October 17, 2016. 

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

“Finance Charge Collections” means Collections of Finance Charge Receivables. 

“Finance Charge Shortfall” means, for any Distribution Date and the related Transfer Date, an amount equal to the
excess, if any, of (a) the full amount required to be deposited or distributed, without duplication, pursuant to subsections 4.04(a)(i) through (xiii) on such dates over (b) amounts available for such deposits and distributions
from the Available Finance Charge Collections for the Related Monthly Period (excluding any portion thereof attributable to Excess Finance Charge Collections).  

“Foreign Account” means an Account, which as of July 31, 1995 (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 recent billing address, an address which is not located in the United States or its territories or possessions. 

“Group One” means Series 2013-2 and each other Series specified in the related Indenture Supplement to be
included in Group One. 
 “Initial Collateral Amount” means $394,737,000.00. 

“Interest Period” means, for any Distribution Date, the period from and including the Distribution Date immediately
preceding such Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding such Distribution Date (or, in the case of the first Interest Period, to but excluding December 16, 2013).
 
 “Investment Earnings” means, for any Transfer Date (and the related Distribution Date), all interest and
earnings on Permitted Investments included in the applicable Series Account (net of losses and investment expenses) during the period commencing on and including the Transfer Date immediately preceding such Transfer Date and ending on but excluding
such Transfer Date. 

  
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 “Investor Charge-Offs” is defined
in Section 4.05. 
 “Investor Default Amount” means, with respect 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 Default Amounts for such Monthly Period. 

“Investor Finance Charge Collections” means, with respect to any Date of Processing, an amount equal to the product of
(a) the Allocation Percentage for such Date of Processing and (b) Finance Charge Collections received on such date and, with respect to any Monthly Period, the aggregate of such sums for each Date of Processing in such Monthly Period.

 “Investor Principal Collections” means, with respect to any Date of Processing, an amount equal to the
product of (a) the Allocation Percentage for such Date of Processing 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. 
 “LIBOR” means, for any Interest Period, an interest rate per annum for such Interest
Period determined by Indenture Trustee in accordance with the provisions of Section 4.15. 
 “LIBOR Determination
Date” means (i) October 22, 2013 for the period from and including the Closing Date through and including December 15, 2013 and (ii) the second London Business Day prior to the commencement of each subsequent Interest
Period. 
 “London Business Day” means any day on which dealings in deposits in United States dollars
are transacted in the London interbank market. 
 “Monthly Interest” means, for any Distribution Date, the
sum of the Class A Monthly Interest Payment, the Class B Monthly Interest Payment, the Class C Monthly Interest Payment and the Class D Monthly Interest Payment for such Distribution Date.  

“Monthly Period” means the period from and including the first day of the calendar month preceding a related
Distribution Date to and including the last day of such calendar month; provided that the Monthly Period related to the December 16, 2013 Distribution Date shall mean the period from and including the Closing Date to and including
November 30, 2013.  
 “Monthly Principal” is defined in Section 4.03. 

“Monthly Principal Reallocation Amount” means, for any Monthly Period, an amount equal to the sum of:

 (a) the lower of (i) the Class A Required Amount and (ii) the greater of (A)(x) the product of
(I) 24.00% and (II) the Initial Collateral Amount 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; and 

  
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 (b) the lower of (i) the sum of the Class B Required Amount and the
Servicing Fee Required Amount and (ii) the greater of (A)(x) the product of (I) 9.75% and (II) the Initial Collateral Amount 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 any amount as determined pursuant to
clause (a) above) and (B) zero; and 
 (c) the lower of (i) the Class C Required Amount and (ii) the
greater of (A)(x) the product of (I) 3.50% and (II) the Initial Collateral Amount 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 any amounts as determined pursuant to clauses (a) and (b) above) and
(B) zero. 
 “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 Principal Balance” means, on
any date of determination, an amount equal to the sum of the Class A Note Principal Balance, the Class B Note Principal Balance, the Class C Note Principal Balance and the Class D Note Principal Balance or, with respect to any
particular Class, the Class A Note Principal Balance, the Class B Note Principal Balance, the Class C Note Principal Balance or the Class D Note Principal Balance.  

“Note Purchase Agreement” means the Class B Note Purchase Agreement, the Class C Note Purchase Agreement or the Class
D Note Purchase Agreement, as applicable.  
 “Noteholder Servicing Fee” is defined in Section 3.01.

 “Paired Series” means a Series that has been paired with Series 2013-2 (which Series may be prefunded or
partially prefunded or may be a Variable Interest) such that a reduction of the Collateral Amount results in (or permits) an increase of the collateral amount of the Paired Series. 

“Permitted Investments” is defined in Annex A to the Indenture. 

“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 2013-2 Notes may be included if the Rating Agency Condition is met), minus (ii) the Investor Default Amount and the Uncovered Dilution Amount for such Monthly Period and (b) the denominator of which
is the Collateral Amount plus amounts on deposit in the Principal Accumulation Account as of the first day of such Monthly Period.  

“Principal Account” is defined in subsection 4.09(a). 

“Principal Accumulation Account” is defined in subsection 4.09(a). 

  
 10 








 “Principal Accumulation Account Balance” means, for any date of
determination, the principal amount, if any, on deposit in the Principal Accumulation Account on such date of determination. 

“Principal Accumulation Investment Earnings” means, with respect to each Transfer Date, the Investment Earnings, if
any, on funds in the Principal Accumulation Account. 
 “Principal Collections” means Collections of Principal
Receivables. 
 “Principal Shortfall” means (a) for any Distribution Date (and related Transfer Date), with
respect to the Revolving Period, zero, (b) for any Distribution Date (and related Transfer Date), with respect to the Accumulation Period, an amount equal to the excess, if any, of the Controlled Deposit Amount with respect to such date over
the amount of Available Principal Collections for the Related Monthly Period (excluding any portion thereof attributable to Excess Principal Collections) and (c) for any Distribution Date (and related Transfer Date), with respect to the Rapid
Amortization Period, an amount equal to the excess, if any, of the Collateral Amount with respect to such Transfer Date over the amount of Available Principal Collections for the Related Monthly Period (excluding any portion thereof attributable to
Excess Principal Collections). 
 “QIB” means a “qualified institutional buyer” within the meaning of Rule
144A under the Securities Act. 
 “Qualified Maturity Agreement” means an agreement in which a Qualified Maturity
Agreement Institution agrees to make a deposit into the Principal Accumulation Account on or before the Expected Principal Payment Date in an amount equal to the initial Note Principal Balance (reduced by any amount on deposit in the Principal
Accumulation Account).  
 “Qualified Maturity Agreement Institution” means a counterparty having short-term debt ratings of no less than “P-1/A-1+” by Moody’s and Standard & Poor’s, respectively, or long-term unsecured ratings of no less than “Aa3” by Moody’s and “AA–” by Standard & Poor’s or otherwise satisfies the Series Rating Agency Condition.  

“Quarterly Net Yield” means, for any Distribution Date, the average of the Net Yields for each of the three preceding
Monthly Periods, and, for the purpose of the December, 2013 Distribution Date, the Net Yield for September of 2013 shall be deemed to be 12.30%.  

“Rapid Amortization Period” means the period commencing on the date on which a Trust Pay Out Event or a
Series 2013-2 Pay Out Event is deemed to occur and ending on the Series Termination Date. 
 “Rating
Agency” means, as to each Series and any date of determination, the rating agency or agencies, if any, selected by the Transferor to rate such Series as of such date of determination.  

“Rating Agency Condition” means, with respect to any action subject to such condition, 

  
 11 








 (a) when used in reference to all other Series, the notifications specified in
the definition of “Rating Agency Condition” in the Indenture Supplement with respect to such Series; 
 (b) when
used with reference to the Class A Notes, (i) that each Rating Agency shall have notified the Issuer and Transferor in writing that the proposed action will not result in a reduction or withdrawal of its rating on the Class A Notes or
(ii) if at such time a Rating Agency has informed the Issuer and the Transferor that such Rating Agency does not provide such notifications for transactions of this type, then as to such Rating Agency, the Issuer shall deliver written notice of
the proposed action to such Rating Agency or Rating Agencies at least 10 business days prior to the effective date of such action, or if 10 business days prior notice is impractical, such advance notice as is practicable; 

(c) when used in reference to the Class B Notes, the Class C Notes and the Class D Notes, the Class B Noteholder, the Class C
Noteholder and the Class D Noteholder shall have consented in writing to such action; and 
 (d) when used in reference to
the Series 2013-2 Notes, (i) with respect to the Class A Notes, (A) that each Rating Agency shall have notified the Issuer and Transferor in writing that the proposed action will not result in a reduction or a withdraw of its rating
on the Class A Notes or (B) if at such time a Rating Agency has informed the Issuer and the Transferor that such Rating Agency does not provide such notifications for transactions of this type, then as to such Rating Agency, the Issuer
shall deliver written notice of the proposed action to such Rating Agency or Rating Agencies at least 10 business days prior to the effective date of such action, or if 10 business days prior notice is impractical, such advance notice as is
practicable and (ii) with respect to the Class B Notes, the Class C Notes and the Class D Notes, the Class B Noteholder, the Class C Noteholder and the Class D Noteholder shall have consented in writing to such action. 

None of the Class B Notes, the Class C Notes or the Class D Notes will 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 (i) the Note Principal Balance on the related Distribution Date, plus (ii) Monthly Interest for the related Distribution Date and any Monthly Interest previously due but not distributed
to the Series 2013-2 Noteholders, plus (iii) the amount of Default Interest, if any, for the related Distribution Date and any Default Interest previously due but not distributed to the Series 2013-2 Noteholders on a prior Distribution
Date. 

  
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 “Reference Banks” means four major banks in the London interbank market selected
by Servicer. 
 “Required Reserve Account Amount” means, for any Transfer Date on or after the Reserve Account
Funding Date, an amount equal to (a) 0.50% of the Note Principal Balance or (b) any other amount designated by Transferor; provided, however, that if such designation is of a lesser amount, Transferor shall (i) provide Servicer and
Indenture Trustee with evidence that the Series Rating Agency Condition shall have been satisfied and (ii) deliver to Indenture Trustee a certificate of an Authorized Officer to the effect that, based on the facts known to such officer at such
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 2013-2.  

“Required Retained Transferor Percentage” means, for purposes of Series 2013-2, 4%. 

“Required Spread Account Amount” means, for any date of determination, (a) prior to the occurrence of a Pay Out
Event, the product of (i) the Spread Account Percentage in effect on such date and (ii) the Initial Collateral Amount; provided that the Required Spread Account Amount shall not exceed the sum of the Class C Note Principal Balance
plus the Class D Note Principal Balance minus the excess, if any, of the Principal Accumulation Account Balance over the sum of the Class A Note Principal Balance and the Class B Note Principal Balance on such date of determination and
(b) after the occurrence of a Pay Out Event, an amount equal to the sum of the Class C Note Principal Balance and the Class D Note Principal Balance on such date of determination. 

“Reserve Account” is defined in subsection 4.09(a). 

“Reserve Account Funding Date” means the Transfer Date designated by Servicer which occurs not later than the earliest
of (a) the Transfer Date with respect to the Monthly Period which commences three months prior to the commencement of the Accumulation Period (which commencement shall be subject to postponement pursuant to Section 4.14); (b) the
first Transfer Date for which the Quarterly Net Yield is less than 2%, but in such event the Reserve Account Funding Date shall not be required to occur earlier than the Transfer Date with respect to the Monthly Period which commences
twelve months prior to the commencement of the Accumulation Period; (c) the first Transfer Date for which the Quarterly Net Yield is less than 3%, but in such event the Reserve Account Funding Date shall not be required to occur earlier
than the Transfer Date with respect to the Monthly Period which commences six months prior to the commencement of the Accumulation Period; and (d) the first Transfer Date for which the Quarterly Net Yield is less than 4%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than the Transfer Date with respect to the Monthly Period which commences four months prior to the commencement of the Accumulation Period; provided, however, that subject to
satisfaction of the Rating Agency Condition, the Reserve Account Funding Date may be any date selected by Servicer; provided, further, that if a Qualified Maturity Agreement has been assigned to the Indenture Trustee in accordance with the
provisions of Section 4.14, the Reserve Account Funding Date shall be the Distribution Date immediately following the date on which a Qualified Maturity Agreement is terminated if (w) such Qualified Maturity Agreement is terminated because
the provider of such Qualified 

  
 13 








 
Maturity Agreement ceases to qualify as a Qualified Maturity Agreement Institution, (x) such Qualified Maturity Agreement is terminated prior to the earlier of the Expected Principal Payment
Date and the commencement of the Rapid Amortization Period, (y) such Qualified Maturity Agreement is terminated after the later of the last day of the September, 2015 Monthly Period and, at the election of Transferor, the date to which the
commencement of the Accumulation Period may be postponed pursuant to Section 4.13 (as determined on the date of such termination) and (z) Transferor does not obtain a substitute Qualified Maturity Agreement that satisfies the Series Rating
Agency Condition. 
 “Reserve Account Surplus” means, as of any Transfer Date following the Reserve Account Funding
Date, the amount, if any, by which the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount. 

“Reserve Draw Amount” means, with respect to each Transfer Date relating to the Accumulation Period or the first
Transfer Date relating to the Rapid Amortization Period, the amount, if any, by which the Principal Accumulation Investment Earnings for such Transfer Date are less than the Covered Amount determined as of such Transfer Date. 

“Reset Date” means: 

(a) each Addition Date relating to Additional Accounts; 

(b) each Removal Date on which Principal Receivables are removed from the Trust; 

(c) each date on which there is an increase in the outstanding balance of any Variable Interest; and 

(d) each date on which a new Series or Class of Notes is issued. 

“Reuters Screen LIBOR01 Page” means the display page currently so designated on the Thomson Reuters Service (or such
page as may replace that page in that service for the purpose of displaying comparable rates or prices). 
 “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 Accumulation Period commences or the day the Rapid Amortization Period commences.

 “Series 2013-2” means the Series of Notes the terms of which are specified in this Indenture Supplement.

 “Series 2013-2 Final Maturity Date” means the October, 2019 Distribution Date. 

“Series 2013-2 Note” means a Class A Note, a Class B Note, a Class C Note or a Class D Note. 

“Series 2013-2 Noteholder” means a Class A Noteholder, a Class B Noteholder, a Class C Noteholder
or a Class D Noteholder. 

  
 14 








 “Series 2013-2 Pay Out Event” is defined in Section 6.01. 

“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 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 2013-2 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 for each day during such Monthly Period divided by the total
number of days in such Monthly Period. 
 “Series Rating Agency Condition” means 

(i) when used in reference to the Class A Notes and any action subject to such condition, (a) that each Rating Agency
shall have notified the Issuer in writing that such action will not result in a reduction or withdrawal of the rating, if any, of any outstanding class of the Series 2013-2 Notes which such Rating Agency has rated at the Transferor’s request or
(b) if at such time a Rating Agency has informed the Issuer and the Transferor that such Rating Agency does not provide such notifications for transactions of this type, then as to such Rating Agency, the Issuer shall deliver written notice of
the proposed action to such Rating Agency or Rating Agencies at least 10 business days prior to the effective date of such action, or if 10 business days prior notice is impractical, such advance notice as is practicable; and 

(ii) when used in reference to the Class B Notes, the Class C Notes and the Class D Notes and any action subject to such
condition, the written consent of the Class B Noteholders, the Class C Noteholders and the Class D Noteholders to such action. 
 None of
the Class B Notes, the Class C Notes or the Class D Notes will be rated on the Closing Date. 
 “Series Servicing Fee
Percentage” means 2% per annum. 
 “Series Termination Date” means the earlier to occur of
(a) the date on which the Note Principal Balance is paid in full and (b) the Series 2013-2 Final Maturity Date. 

“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 December 16, 2013
Distribution Date shall be $625,000. 

  
 15 








 “Servicing Fee Required Amount” means, for any Distribution Date, an
amount equal to the excess of the amount described in subsection 4.04(a)(iii) over the Available Finance Charge Collections applied to pay such amount pursuant to subsection 4.04(a). 

“Spread Account” is defined in subsection 4.11(a). 

“Spread Account Deficiency” means the excess, if any, of the Required Spread Account Amount over the Available Spread
Account Amount. 
 “Spread Account Percentage” means, for any Distribution Date, the applicable percentage
specified in the Class C Note Purchase Agreement and the Class D Note Purchase Agreement.  
 “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 that Monthly Period as to which any
deposit is required to be made to the Excess Funding Account pursuant to Section 3.09 of the Transfer and Servicing Agreement but has not been made (either directly by the Transferor or from Principal Collections otherwise distributable to the
Holder of the Transferor Interest). 
 Each capitalized term defined herein shall relate to the Series 2013-2 Notes and no other
Series of Notes issued by Issuer, unless the context otherwise requires. All capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in Annex A to the Indenture. 

The interpretive rules specified in Section 1.02 of the Indenture also apply to this Indenture Supplement. If any term or provision
contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions of this Indenture Supplement shall be controlling. 

ARTICLE III 
 NOTEHOLDER
SERVICING FEE 
 Section 3.01. Servicing Compensation. The share of the Servicing Fee allocable to Series 2013-2 for
any Transfer Date (the “Noteholder Servicing Fee”) shall be equal to one-twelfth of the product of (a) the Series Servicing Fee Percentage and (b) the Collateral Amount as of the last day
of the Monthly Period preceding such Transfer Date; provided, however, that with respect to the first Transfer Date, the Noteholder Servicing Fee shall be equal to $833,334; provided, further, that if FNBO or Indenture Trustee is Servicer, the
Noteholder Servicing Fee shall be reduced by the amount, if any, by which the Servicer Interchange for such Monthly Period exceeds the amount of Interchange included as Finance Charge Collections allocable to the Series 2013-2 Notes with
respect to such Monthly Period pursuant to Section 4.16 of this Indenture Supplement. The remainder of the Servicing Fee shall be paid by the Holders of the Transferor Interest or the Noteholders of other Series (as provided in the related
Indenture Supplements) and in no event shall Issuer, Indenture Trustee or the Series 2013-2 Noteholders be liable for the share of the Servicing Fee to be paid by the Holders of the Transferor Interest or the Noteholders of any other Series.


  
 16 








 ARTICLE IV 

RIGHTS OF NOTEHOLDERS AND ALLOCATION 

AND APPLICATION OF COLLECTIONS 

Section 4.01. Collections and Allocations. 

(a) Finance Charge Collections, Principal Collections and Receivables in Defaulted Accounts shall be allocated and distributed
to Series 2013-2 as set forth in this Article. 
 (b) On each Date of Processing, Servicer shall allocate to the
Series 2013-2 Noteholders the following amounts as set forth below: 
 (i) Allocations of Finance Charge
Collections. An amount equal to the Investor Finance Charge Collections processed on such Date of Processing shall be allocated to the Series 2013-2 Noteholders and, first, deposited to the Finance Charge Account to the extent required by
Section 8.04 of the Indenture and subsection 4.01(c) below, and, second, paid to the Holder of the Transferor Interest. 

(ii) Allocations of Principal Collections.  

(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 2013-2 Noteholders and, first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited to and retained in the Principal Account to the extent
necessary for application as Excess Principal Collections for other Principal Sharing Series on the related Distribution Date, second, 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 aggregate Principal Receivables in the Trust equals or exceeds the Minimum Aggregate Principal Receivables and, third, paid to the Holder of the Transferor Interest. 

(2) With respect to each Monthly Period falling in the Revolving Period, to the extent that Investor Principal Collections
allocated to the Series 2013-2 Noteholders pursuant to this subsection 4.01(b)(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. 

  
 17 








 (B) Allocations During the Accumulation Period. During the Accumulation
Period an amount equal to the Investor Principal Collections processed on each Date of Processing shall be allocated to the Series 2013-2 Noteholders and deposited into the Principal Account in accordance with Section 8.04 of the Indenture
and subsection 4.01(c). 
 (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 2013-2 Noteholders and deposited into the Principal Account until applied pursuant to Section 4.06 and
subsection 4.04(c) as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account, any Investor Principal Collections in
excess of such amount shall be, first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited to and retained in the Principal Account for application, to the extent necessary, as Excess
Principal Collections to other Principal Sharing 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 aggregate Principal Receivables in the Trust equals or exceeds the Minimum Aggregate Principal Receivables and, third, paid to the Holder of the Transferor Interest. 

(c) During any period when Servicer is permitted by Section 8.04 of the Indenture to make a single monthly deposit to the
Collection Account, amounts allocated to the Noteholders pursuant to subsections 4.01(a) and (b) 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 Finance Charge Collections)
and the Principal Account (in the case of Collections of Principal Receivables (not including any Excess Principal Collections allocated to Series 2013-2 pursuant to Section 8.05 of the Indenture)). The exception to the daily deposit
requirements provided by the second paragraph of Section 8.04(a) of the Indenture shall not be available during any Monthly Period during the Rapid Amortization Period, or at any time that (A) the Transferor Interest is less than the
Minimum Transferor Interest, (B) the Available Spread Account Amount is less than the Required Spread Account Amount or (C) the aggregate Principal Receivables in the Trust is less than the Minimum Aggregate Principal Receivables. For
purposes of the second paragraph of Section 8.04(a) of the Indenture, the amount of Principal Collections required to be deposited or distributed on or prior to the related Distribution Date during the Accumulation Period shall include an
amount equal to the Controlled Deposit Amount. 

  
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 Notwithstanding the provisions of the second paragraph of Section 8.04(a) of
the Indenture, all Finance Charge Collections for each Monthly Period shall be deposited daily to the Finance Charge Account and retained therein until the delivery of the statement required by subsection 5.03(b). On or after delivery of such
statement, Finance Charge Collections for the Related Monthly Period which are not required to be deposited or distributed pursuant to such statement may be withdrawn by Servicer. 

(d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in
such account that should have not been so deposited. 
 Section 4.02. Determination of Monthly Interest. 

(a) The amount of monthly interest (“Class A Monthly Interest Payment”) distributable from the Distribution
Account with respect to the Class A Notes on any Distribution Date shall be an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator
of which is 360, times (B) the Class A Note Interest Rate in effect with respect to the related Interest Period and (ii) the Class A Note Principal Balance as of the close of business on the last day of the preceding Monthly
Period (or, with respect to the initial Distribution Date, the Class A Note Initial Principal Balance). 
 On the
Determination Date preceding each Distribution Date, Servicer shall determine the excess, if any (the “Class A Interest Shortfall”), of (x) the aggregate amount accrued pursuant to this subsection 4.02(a) as of the prior
Distribution Date over (y) the amount actually transferred from the Distribution Account for payment of such amount. If the Class A Interest Shortfall for any Distribution Date is greater than zero, on each subsequent Distribution Date
until such Class A Interest Shortfall is fully paid, an additional amount (“Class A Default Interest”) equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (B) the Class A Note Interest Rate in effect with respect to the related Interest Period and (ii) such Class A Interest Shortfall (or the portion thereof which has not
been paid to the Class A Noteholders) shall be payable as provided herein with respect to the Class A Notes. Notwithstanding anything to the contrary herein, Class A Default Interest shall be payable or distributed to the Class A
Noteholders only to the extent permitted by applicable law. 
 (b) The amount of monthly interest (“Class B Monthly
Interest Payment”) distributable from the Distribution Account with respect to the Class B Notes on any Distribution Date shall be an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number
of days in the related Interest Period and the denominator of which is 360, times (B) the Class B Note Interest Rate in effect with respect to the related Interest Period and (ii) the Class B Note Principal Balance as of the
close of business on the last day of the preceding Monthly Period (or, with respect to the initial Distribution Date, the Class B Note Initial Principal Balance). 

On the Determination Date preceding each Distribution Date, Servicer shall determine the excess, if any (the “Class B
Interest Shortfall”), of (x) the aggregate amount accrued pursuant to this subsection 4.02(b) as of the prior Distribution Date over 

  
 19 








 
(y) the amount of funds actually transferred from the Distribution Account for payment of such amount. If the Class B Interest Shortfall for any Distribution Date is greater than zero,
on each subsequent Distribution Date until such Class B Interest Shortfall is fully paid, an additional amount (“Class B Default Interest”) equal to the product of (i) (A) a fraction, the numerator of which is the
actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Class B Note Interest Rate in effect with respect to the related Interest Period and (ii) such Class B Interest Shortfall (or
the portion thereof which has not been paid to the Class B Noteholders) shall be payable as provided herein with respect to the Class B Notes. Notwithstanding anything to the contrary herein, Class B Default Interest shall be payable
or distributed to the Class B Noteholders only to the extent permitted by applicable law. 
 (c) The amount of monthly
interest (“Class C Monthly Interest Payment”) distributable from the Distribution Account with respect to the Class C Notes on any Distribution Date shall be an amount equal to the product of (i) (A) a fraction, the
numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Class C Note Interest Rate in effect with respect to the related Interest Period and (ii) the
Class C Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Distribution Date, the Class C Note Initial Principal Balance). 

On the Determination Date preceding each Distribution Date, Servicer shall determine the excess, if any (the “Class C
Interest Shortfall”), of (x) the aggregate amount accrued pursuant to this subsection 4.02(c) as of the prior Distribution Date over (y) the amount of funds actually transferred from the Distribution Account for payment of such
amount. If the Class C Interest Shortfall for any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class C Interest Shortfall is fully paid, an additional amount (“Class C Default
Interest”) equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Class C Note Interest Rate in
effect with respect to the related Interest Period and (ii) such Class C Interest Shortfall (or the portion thereof which has not been paid to the Class C Noteholders) shall be payable as provided herein with respect to the
Class C Notes. Notwithstanding anything to the contrary herein, Class C Default Interest shall be payable or distributed to the Class C Noteholders only to the extent permitted by applicable law. 

(d) The amount of monthly interest (“Class D Monthly Interest Payment”) distributable from the Distribution
Account with respect to the Class D Notes on any Distribution Date shall be an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator
of which is 360, times (B) the Class D Note Interest Rate in effect with respect to the related Interest Period and (ii) the Class D Note Principal Balance as of the close of business on the last day of the preceding Monthly
Period (or, with respect to the initial Distribution Date, the Class D Note Initial Principal Balance). 

  
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 On the Determination Date preceding each Distribution Date, Servicer shall
determine the excess, if any (the “Class D Interest Shortfall”), of (x) the aggregate amount accrued pursuant to this subsection 4.02(d) as of the prior Distribution Date over (y) the amount of funds actually
transferred from the Distribution Account for payment of such amount. If the Class D Interest Shortfall for any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class D Interest Shortfall is fully
paid, an additional amount (“Class D Default Interest”) equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360,
times (B) the Class D Note Interest Rate in effect with respect to the related Interest Period and (ii) such Class D Interest Shortfall (or the portion thereof which has not been paid to the Class D Noteholders) shall be payable
as provided herein with respect to the Class D Notes. Notwithstanding anything to the contrary herein, Class D Default Interest shall be payable or distributed to the Class D Noteholders only to the extent permitted by applicable law.

 Section 4.03. Determination of Monthly Principal. The amount of monthly principal to be transferred from the Principal
Account to the Principal Accumulation Account or the Distribution Account, as applicable, with respect to the Notes on each Transfer Date (the “Monthly Principal”), beginning with the Transfer Date in the month following the month in which
the Accumulation Period or, if earlier, the Rapid Amortization Period, begins, shall be equal to the least of (i) the Available Principal Collections on deposit in the Principal Account with respect to the Related Monthly Period, (ii) for
each Transfer Date with respect to the Accumulation Period, the Controlled Deposit Amount for such Transfer Date, (iii) the Collateral Amount (after taking into account any adjustments to be made on such Distribution Date pursuant to
Sections 4.05 and 4.06) prior to any deposit into the Principal Accumulation Account on such Transfer Date, and (iv) the Note Principal Balance, minus any amount already on deposit in the Principal Accumulation Account on such Transfer
Date. 
 Section 4.04. Application of Available Finance Charge Collections and Available Principal Collections. On or
before each Transfer Date, Servicer shall instruct Indenture Trustee in writing (which writing shall be substantially in the form of Exhibit B) to withdraw or deposit and Indenture Trustee, acting in accordance with such instructions, shall
withdraw or deposit on such Transfer Date or the related Distribution Date, as applicable, to the extent of available funds, the amounts required to be withdrawn from the Finance Charge Account, the Principal Account, the Principal Accumulation
Account and the Distribution Account as follows: 
 (a) On each Transfer Date, an amount equal to the Available
Finance Charge Collections for the Related Monthly Period will be withdrawn from the Finance Charge Account and distributed, deposited or paid by Indenture Trustee in the following priority: 

(i) an amount equal to Class A Monthly Interest Payment for such Distribution Date, plus any Class A Interest
Shortfall, plus the amount of any Class A Default Interest for such Distribution Date, plus the amount of any Class A Default Interest previously due but not distributed to Class A Noteholders on a prior Distribution Date shall be
deposited into the Distribution Account for distribution to the Class A Noteholders; 

  
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 (ii) an amount equal to Class B Monthly Interest Payment for such
Distribution Date, plus any Class B Interest Shortfall, plus the amount of any Class B Default Interest for such Distribution Date, plus the amount of any Class B Default Interest previously due but not distributed to Class B
Noteholders on a prior Distribution Date shall be deposited into the Distribution Account for distribution to the Class B Noteholders; 

(iii) an amount equal to the Noteholder Servicing Fee for such Transfer Date, plus the amount of any Noteholder Servicing Fee
previously due but not distributed to Servicer on a prior Transfer Date, shall be distributed to Servicer; 
 (iv) an amount
equal to Class C Monthly Interest Payment for such Distribution Date, plus any Class C Interest Shortfall, plus the amount of any Class C Default Interest for such Distribution Date, plus the amount of any Class C Default
Interest previously due but not distributed to the Class C Noteholders on a prior Distribution Date shall be deposited into the Distribution Account for distribution to the Class C Noteholders; 

(v) an amount equal to Class D Monthly Interest Payment for such Distribution Date, plus any Class D Interest
Shortfall, plus the amount of any Class D Default Interest for such Distribution Date, plus the amount of any Class D Default Interest previously due but not distributed to Class D Noteholders on a prior Distribution Date shall be
deposited into the Distribution Account for distribution to the Class D Noteholders; 
 (vi) an amount equal to the sum
of the Investor Default Amount and any Uncovered Dilution Amount for such Distribution Date shall be treated as a portion of Available Principal Collections for such Distribution Date and deposited into the Principal Account for application pursuant
to this Section 4.04; 
 (vii) an amount equal to the sum of the aggregate amounts of Investor Charge-Offs and Reallocated Principal Collections which have not been previously reimbursed pursuant to this subsection (vii) shall be treated as a portion of Available Principal Collections for such
Distribution Date and deposited into the Principal Account for application pursuant to this Section 4.04; 
 (viii) on
each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in subsection 4.10(f), an amount up to the excess, if any, of the Required Reserve Account Amount
over the Available Reserve Account Amount shall be deposited into the Reserve Account; 
 (ix) an amount equal to the excess,
if any, of the Required Spread Account Amount over the Available Spread Account Amount shall be deposited into the Spread Account; 

(x) all remaining amounts will constitute a portion of Excess Finance Charge Collections for such Distribution Date to be
applied in accordance with Section 4.07; 

  
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 (xi) any other amount required to be paid or deposited under the terms of the
Class B Note Purchase Agreement shall be so paid or deposited; 
 (xii) any other amount required to be paid or deposited
under the terms of the Class C Note Purchase Agreement shall be so paid or deposited; 
 (xiii) any other amount required to
be paid or deposited under the terms of the Class D Note Purchase Agreement shall be so paid or deposited; and 
 (xiv) any
remaining amount to be paid to the Transferor. 
 (b) On each Transfer Date with respect to the Revolving Period, Available
Principal Collections for the Related Monthly Period on deposit in the Principal Account shall be withdrawn to be treated as Excess Principal Collections for such Distribution Date and applied in accordance with Section 4.08 and
Section 8.05 of the Indenture. 
 (c) On each Transfer Date with respect to the Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Principal Collections for the Related Monthly Period shall be withdrawn from the Principal Account and distributed or deposited in the following order of priority: 

(i) on each Transfer Date with respect to the Accumulation Period, an amount equal to the Monthly Principal for such Transfer
Date shall be deposited into the Principal Accumulation Account; 
 (ii) on each Transfer Date with respect to the Rapid
Amortization Period, an amount equal to the Monthly Principal for such Transfer Date shall be deposited into the Distribution Account for distribution ratably to the Class A Noteholders until the Class A Note Principal Balance has been
paid in full; 
 (iii) on each Transfer Date with respect to the Rapid Amortization Period, after giving effect to
clause (ii) above, an amount equal to the Monthly Principal remaining, if any, shall be deposited into the Distribution Account for distribution ratably to the Class B Noteholders until the Class B Note Principal Balance has been paid
in full; 
 (iv) on each Transfer Date with respect to the Rapid Amortization Period, after giving effect to
clauses (ii) and (iii) above, an amount equal to the Monthly Principal remaining, if any, shall be deposited into the Distribution Account for distribution ratably to the Class C Noteholders until the Class C Note Principal
Balance has been paid in full; 
 (v) on each Transfer Date with respect to the Rapid Amortization Period, after giving
effect to clauses (ii), (iii) and (iv) above, an amount equal to the Monthly Principal remaining, if any, shall be deposited into the Distribution Account for distribution ratably to the Class D Noteholders until the Class D
Note Principal Balance has been paid in full; 

  
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 (vi) on each Transfer Date, an amount equal to any other amounts payable first,
to the Class B Noteholder under the Class B Note Purchase Agreement, second, to the Class C Noteholder under the Class C Note Purchase Agreement and third, to the Class D Noteholder under the Class D Note Purchase Agreement; and 

(vii) on each Transfer Date with respect to the Accumulation Period or the Rapid Amortization Period, the balance of such
Available Principal Collections remaining after giving effect to clauses (i) through (vi) above shall be retained in the Principal Account to be treated as Excess Principal Collections and applied in accordance with Section 4.08. 

(d) On each Distribution Date, Indenture Trustee shall make distributions from the Distribution Account in accordance with
Section 5.02 as follows: (i) to the Class A Noteholders, the amount deposited into the Distribution Account pursuant to subsections 4.04(a)(i) and 4.04(c)(ii); (ii) to the Class B Noteholders, the amount deposited into
the Distribution Account pursuant to subsections 4.04(a)(ii) and (xi) and 4.04(c)(iii) and (vi); (iii) to the Class C Noteholders, the amount deposited into the Distribution Account pursuant to subsections 4.04(a)(iv) and
(xii) and 4.04(c)(iv) and (vi); and (iv) to the Class D Noteholders, the amount deposited into the Distribution Account pursuant to subsections 4.04(a)(v) and (xiii) and 4.04(c)(v) and (vi). 

(e) On the earlier to occur of (i) the first Transfer Date during the Rapid Amortization Period and (ii) the Transfer
Date immediately preceding the Expected Principal Payment Date, Indenture Trustee shall withdraw from the Principal Accumulation Account and deposit into the Distribution Account amounts necessary to pay, first, to the Class A Noteholders,
until paid in full, second, to the Class B Noteholders, until paid in full, third, to the Class C Noteholders, until paid in full, fourth, to the Class D Noteholders, until paid in full, the amounts deposited into the Principal
Accumulation Account pursuant to subsections 4.04(c)(i). In accordance with Section 5.02, on the related Distribution Date, Indenture Trustee shall pay from the Distribution Account to the Class A Noteholders, the Class B
Noteholders, the Class C Noteholders and the Class D Noteholders, as applicable, the amounts deposited into the Distribution Account for the account of such Noteholders pursuant to this subsection 4.04(e). 

Section 4.05. Investor Charge-Offs. On each Determination Date, Servicer shall calculate
the Investor Default Amount and any Uncovered Dilution Amount for the related Distribution Date. If, on any Distribution Date, the sum of the Investor Default Amount and any Uncovered Dilution Amount for such Distribution Date exceeds the amount of
Available Finance Charge Collections allocated with respect thereto pursuant to subsection 4.04(a)(vi) with respect to such Distribution Date, the Collateral Amount will be reduced (but not below zero) by the amount of such excess (such reduction,
an “Investor Charge-Off”). 

  
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 Section 4.06. Reallocated Principal Collections. On each Transfer Date, Servicer
shall apply, or shall instruct Indenture Trustee in writing to apply, Investor Principal Collections with respect to such Transfer Date, in an amount not to exceed the Monthly Principal Reallocation Amount for the Related Monthly Period, to fund any
deficiency in amounts otherwise available for deposit and distribution pursuant to and in the priority set forth in subsections 4.04(a)(i), (ii), (iii) and (iv), after giving effect to any application of funds from the Spread Account pursuant
to Section 4.11, any application of funds from the Reserve Account pursuant to Section 4.10 and after allocation and application of Excess Finance Charge Collections pursuant to Section 4.07 to cover such payments. On each Transfer
Date, the Collateral Amount shall be reduced by the amount of such Reallocated Principal Collections, if any, for such Transfer Date. 

Section 4.07. Excess Finance Charge Collections.  

(a) Excess Finance Charge Collections from all Excess Allocation Series in Group One will be allocated to cover any Finance
Charge Shortfall or finance charge shortfalls for other Excess Allocation Series in Group One pursuant to Section 8.06(a) of the Indenture and, following a Servicer Default and the appointment of a Successor Servicer, Excess Finance Charge
Collections remaining after their application to cover Finance Charge Shortfalls and other finance charge shortfalls for Group One, shall be paid to the Successor Servicer to pay any unpaid Excess Servicing Fees or other unpaid excess servicing fees
for all Excess Allocation Series in Group One. If the remaining Excess Finance Charge Collections do not exceed the aggregate amount of such unpaid fees, the remaining Excess Finance Charge Collections shall be allocated among the Group One Excess
Allocation Series pro rata based on the amount of unpaid excess servicing fees for each such Series. Excess Finance Charge Collections with respect to Group One shall be allocated to Series 2013-2 in accordance with this Section 4.07, without
regard to whether the Rating Agency Condition has been met for purposes of the definition of “Portfolio Yield.” On each Transfer Date, Indenture Trustee, at the written direction of the Servicer, shall deposit Excess Finance Charge
Collections allocated to Series 2013-2 to the Finance Charge Account prior to the applications to be made pursuant to Section 4.04. 

(b) Any Excess Finance Charge Collections relating to the Series 2013-2 Notes remaining after the applications thereof
specified in paragraph (a) above, shall be applied, first, pursuant to subsections 4.04(a)(xi), (xii), and (xiii) hereof and second, the remaining balance, if any, shall be applied pursuant to Section 8.06(b) of the Indenture. 

Section 4.08. Excess Principal Collections. Excess Principal Collections from all Principal Sharing Series in Group One will be
allocated to cover any Principal Shortfall or principal shortfalls for other Principal Sharing Series in Group One pursuant to Section 8.05 of the Indenture. If (i) any Principal Shortfall remains after such allocation, (ii) any
Series in Group One is in an Amortization Period and (iii) the amount on deposit in the Excess Funding Account is greater than zero, amounts on deposit in the Excess Funding Account will be treated as Excess Principal Collections and allocated
to cover any remaining Principal Shortfall or principal shortfalls for other Principal Sharing Series in Group One pursuant to Section 8.03 of the Indenture. Indenture Trustee, at the written direction of the Servicer, shall deposit Excess
Principal Collections allocated to Series 2013-2 to the Principal Accumulation Account or the Distribution Account, as applicable. 

  
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 Section 4.09. Certain Series Accounts. 

(a) Indenture Trustee shall establish and maintain with a Qualified Institution, which may be Indenture Trustee, in the name of
the Trust, on behalf of the Trust, for the benefit of the Noteholders, six segregated trust accounts with such Qualified Institution (the “Finance Charge Account,” the “Principal Account,” the “Principal Accumulation
Account,” the “Distribution Account,” the “Spread Account” and the “Reserve Account,” each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the
Series 2013-2 Noteholders. The Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and the Spread Account are hereby designated as the Series Accounts for the
Series 2013-2 Notes. Except as otherwise provided in Section 4.11, Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in each Series Account and in all proceeds thereof. Except as
otherwise provided in Section 4.11, each Series Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Series 2013-2 Noteholders. If at any time the institution holding a Series Account ceases to
be a Qualified Institution, Transferor shall notify Indenture Trustee in writing, and Indenture Trustee upon being notified (or Servicer on its behalf) shall, within ten (10) Business Days, establish a new Series Account meeting the conditions
specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Series Account. Indenture Trustee, at the written direction of Servicer, shall make withdrawals from and deposits to each Series Account from
time to time, in the amounts and for the purposes set forth in this Indenture Supplement. Indenture Trustee at all times shall maintain accurate records reflecting each transaction in each Series Account, so long as such accounts are established and
maintained with Indenture Trustee. 
 (b) Funds on deposit in each Series Account from time to time shall be invested and
reinvested at the written direction of Servicer by Indenture Trustee in Permitted Investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Indenture Trustee shall not be held
liable for the performance of any Permitted Investments made in accordance with the terms hereof. 
 On each Transfer Date
with respect to the Accumulation Period and on the first Transfer Date with respect to the Rapid Amortization Period, Indenture Trustee, acting at Servicer’s direction given on or before such Transfer Date, shall transfer from the Principal
Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Earnings on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with subsection 4.04(a). 

Principal Accumulation Investment Earnings (including reinvested interest) shall not be considered part of the amounts on
deposit in the Principal Accumulation Account for purposes of this Indenture Supplement. 

  
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 On each Distribution Date, all Investment Earnings on funds on deposit in the
Principal Account, the Finance Charge Account and the Distribution Account shall be deposited by Indenture Trustee in a separate deposit account with a Qualified Institution in the name of Servicer, or a Person designated in writing by Servicer,
which shall not constitute a part of the Trust, or shall otherwise be turned over by Indenture Trustee to Servicer. 
 (c)
Indenture Trustee shall hold such of the Permitted Investments of funds in any Series Account as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of Minnesota.
Indenture Trustee shall hold such of the Permitted Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with Indenture Trustee that (a) such investment property shall at all
times be credited to a securities account of Indenture Trustee, (b) such securities intermediary shall treat Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account,
(c) all property credited to such securities account shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by Indenture Trustee without the further consent of any other
person or entity, (e) such securities intermediary will not agree with any person or entity other than Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the
property credited thereto shall not be subject to any lien, security interest or right of set-off in favor of such securities intermediary or anyone claiming through it (other than Indenture Trustee), and
(g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the
New York UCC. Except as permitted by this subsection 4.09(c), Indenture Trustee shall not hold Permitted Investments through an agent or nominee. 

(d) No Permitted Investment in any Series Account shall be disposed of prior to its maturity unless Servicer so directs and
either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted Investment, a default occurs in the payment of principal, interest or
any other amount with respect to such Permitted Investment. 
 Section 4.10. Reserve Account. 

(a) Indenture Trustee, at the written direction of Servicer, shall (i) make withdrawals from the Reserve Account from time
to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the
Reserve Account, make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.04(a)(viii). 

  
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 (b) On each Transfer Date, all Investment Earnings accrued since the preceding
Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited
into the Finance Charge Account and included in Available Finance Charge Collections for the Related Monthly Period. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Indenture
Supplement, Investment Earnings on such funds shall be deemed not to be available or on deposit, except amounts retained pursuant to the preceding sentence. 

(c) On or before each Transfer Date with respect to the Accumulation Period and on or before the first Transfer Date with
respect to the Rapid Amortization Period, Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the extent that funds otherwise would be available for deposit in the Reserve Account under
subsection 4.04(a)(viii) with respect to such Transfer Date. 
 (d) If for any Transfer Date the Reserve Draw Amount is
greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by Indenture Trustee (acting in accordance with the written instructions of Servicer) and
deposited into the Finance Charge Account for application as Available Finance Charge Collections for the Related Monthly Period. 

(e) If the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and withdrawals from the
Reserve Account with respect to such Transfer Date, is greater than zero, Indenture Trustee, acting in accordance with the written instructions of Servicer, shall withdraw from the Reserve Account an amount equal to such Reserve Account Surplus and
(i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount, and (ii) distribute any such amounts remaining after application pursuant to
subsection 4.10(e)(i) to the Holder of the Transferor Interest. 
 (f) Upon the earliest to occur of (i) the
termination of the Trust pursuant to Article VIII of the Trust Agreement, (ii) the first Transfer Date relating to the Rapid Amortization Period and (iii) the Transfer Date immediately preceding the Expected Principal Payment Date,
Indenture Trustee, acting in accordance with the written instructions of Servicer, after the prior payment of all amounts owing to the Series 2013-2 Noteholders that are payable from the Reserve Account
as provided herein, shall withdraw from the Reserve Account all amounts, if any, on deposit in the Reserve Account and (A) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the
Required Spread Account Amount, and (B) distribute any such amounts remaining after application pursuant to subsection 4.10(f)(A) to the Holder of the Transferor Interest. The Reserve Account shall thereafter be deemed to have terminated
for purposes of this Indenture Supplement. Funds on deposit in the Reserve Account at any time that the Accumulation Period is suspended pursuant to Section 4.14 shall remain on deposit until applied in accordance with subsections 4.10(d),
(e) or (f). 

  
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 Section 4.11. Spread Account. 

(a) Indenture Trustee shall establish and maintain the Spread Account for the benefit of the Class C Noteholders, the
Class D Noteholders and the Holder of the Transferor Interest, with an account designation clearly indicating that the funds deposited therein are held for the benefit of the Class C Noteholders, the Class D Noteholders and the Holder of the
Transferor Interest. The Spread Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Class C Noteholders, the Class D Noteholders and the Holder of the Transferor Interest. Indenture Trustee, at the
written direction of Servicer, shall (i) make withdrawals from the Spread Account from time to time in an amount up to the Available Spread Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on
each Transfer Date prior to termination of the Spread Account, make a deposit into the Spread Account in the amount specified in, and otherwise in accordance with, subsection 4.11(f). The Issuer will deposit into the Spread Account on the
Closing Date an amount equal to the Required Spread Account Amount. 
 (b) On each Transfer Date (but subject to
subsections 4.11(c), 4.11(d), 4.11(e) and 4.11(f)), the Investment Earnings, if any, accrued since the preceding Transfer Date on funds on deposit in the Spread Account shall be paid to the Holder of the Transferor Interest by Indenture Trustee
upon written direction of Servicer. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to subsections 4.11(c), 4.11(d), 4.11(e) and 4.11(f)), all
Investment Earnings shall be deemed not to be available or on deposit; provided that after the maturity of the Series 2013-2 Notes has been accelerated as a result of an Event of Default, all Investment Earnings shall be added to the balance on
deposit in the Spread Account and treated like the rest of the Available Spread Account Amount. 
 (c) If, on any Transfer
Date, the aggregate amount of Available Finance Charge Collections otherwise available for application pursuant to subsections 4.04(a)(iv) and (v) is less than the aggregate amount required to be deposited into the Distribution Account
pursuant to subsections 4.04(a)(iv) and (v), Indenture Trustee, at the written direction of Servicer, shall (i) withdraw from the Spread Account the amount of such deficiency up to the Available Spread Account Amount and, if the Available
Spread Account Amount is less than such deficiency, the Indenture Trustee shall also withdraw Investment Earnings credited to the Spread Account in an amount so that the total amount withdrawn equals such deficiency, and (ii) deposit such
amount into the Distribution Account for payment to the Class C Noteholders in respect of interest on the Class C Notes and the Class D Noteholders in respect of interest on the Class D Notes pursuant to subsections 5.02(c) and (d),
respectively. 
 (d) On the Series 2013-2 Final Maturity Date or, if sooner, the date on which the Class A Note
Principal Balance and the Class B Note Principal Balance have been paid in full, after applying any funds on deposit in the Spread Account as described in subsection 4.11(c), Indenture Trustee, at the written direction of Servicer, shall
withdraw from the Spread Account an amount equal to the lesser of (i) the sum of the Class C Note 

  
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Principal Balance and the Class D Note Principal Balance (after any payments to be made pursuant to subsection 4.04(c) on such date) and (ii) the Available Spread Account Amount and, if
the amount so withdrawn is not sufficient to reduce the Class C Note Principal Balance and the Class D Note Principal Balance to zero, shall also withdraw Investment Earnings credited to the Spread Account up to the amount required to reduce
the Class C Note Principal Balance and the Class D Note Principal Balance to zero. Indenture Trustee, upon the written direction of Servicer, or Servicer, shall deposit such amounts into the Distribution Account for distribution to the
Class C Noteholders and the Class D Noteholders in accordance with subsections 5.02(c) and (d), respectively. 
 (e) On
the earlier to occur of (i) the Series 2013-2 Final Maturity Date and (ii) the day following the occurrence of an Event of Default with respect to Series 2013-2 and acceleration of the maturity of the Series 2013-2 Notes pursuant
to Section 5.03 of the Indenture, Servicer shall withdraw from the Spread Account an amount equal to the Available Spread Account Amount and Indenture Trustee or Servicer shall deposit such amounts into the Distribution Account for distribution
to the Class C Noteholders until the Class C Note Principal Balance is paid in full, then to the Class D Noteholders until the Class D Note Principal Balance is paid in full, then to the Class A Noteholders until the Class A Note
Principal Balance is paid in full, and then to the Class B Noteholders until the Class B Note Principal Balance is paid in full, in that order of priority, in accordance with Section 5.02, to fund any shortfalls in amounts owed to
such Noteholders. 
 (f) If on any Transfer Date, after giving effect to all withdrawals from the Spread Account, the
Available Spread Account Amount is less than the Required Spread Account Amount then in effect, Available Finance Charge Collections shall be deposited into the Spread Account pursuant to subsection 4.04(a)(ix) up to the amount of the Spread
Account Deficiency and, if such Available Finance Charge Collections are less than such Spread Account Deficiency, Investment Earnings on the Spread Account shall be held and not distributed pursuant to subsection 4.11(b) until such Spread
Account Deficiency is reduced to zero through subsequent deposits pursuant to subsection 4.04(a)(ix). 
 (g) If, after
giving effect to all deposits to and withdrawals from the Spread Account with respect to any Transfer Date, the amount on deposit in the Spread Account exceeds the Required Spread Account Amount, Indenture Trustee acting in accordance with the
instructions of Servicer, shall withdraw an amount equal to such excess and deposit it into the Finance Charge Account for application as Available Finance Charge Collections. On the date on which the Class D Note Principal Balance has been
paid in full, after making any payments to the Noteholders required pursuant to subsections 4.11(c), (d) and (e), Indenture Trustee, at the written direction of Servicer, shall withdraw from the Spread Account all amounts then remaining in
the Spread Account and pay such amounts to the Holder of the Transferor Interest. 

  
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 Section 4.12. Investment Instructions. Any investment instructions required to be
given to Indenture Trustee pursuant to the terms hereof must be given to Indenture Trustee no later than 11:00 a.m., New York City time, on the date such investment is to be made. In the event Indenture Trustee receives such investment
instruction later than such time, Indenture Trustee may, but shall have no obligation to, make such investment. In the event Indenture Trustee is unable to make an investment required in an investment instruction received by Indenture Trustee after
11:00 a.m., New York City time, on such day, such investment shall be made by Indenture Trustee on the next succeeding Business Day. In no event shall Indenture Trustee be liable for any investment not made pursuant to investment
instructions received after 11:00 a.m., New York City time, on the day such investment is requested to be made. 

Section 4.13. Accumulation Period. The Accumulation Period is scheduled to commence at the beginning of business on
October 1, 2015; provided that if the Accumulation Period Length (determined as described below) on any Determination Date on or after the July, 2015 Determination Date is less than twelve months, the date on which the Accumulation Period
actually commences will be changed to the first Business Day of the month that is the number of whole months prior to the month in which the Expected Principal Payment Date occurs equal to the Accumulation Period Length (so that, as a result of such
election, the number of Monthly Periods in the Accumulation Period will equal the Accumulation Period Length); provided that (i) the length of the Accumulation Period will not be less than one month, (ii) such determination of the
Accumulation Period Length shall be made on each Determination Date on and after the July, 2015 Determination Date but prior to the commencement of the Accumulation Period, and any postponement of the Accumulation Period shall be subject to the
subsequent lengthening of the Accumulation Period to the Accumulation Period Length determined on any subsequent Determination Date, but the Accumulation Period shall in no event commence prior to the Controlled Accumulation Date, and
(iii) notwithstanding any other provision of this Indenture Supplement to the contrary, no postponement of the commencement of the Accumulation Period shall be made after a Pay Out Event shall have occurred and be continuing with respect to any
other Series. The “Accumulation Period Length” will mean a number of whole months such that the amount available for distribution of principal on the Series 2013-2 Notes on the Expected Principal Payment Date is expected to equal or
exceed the sum of the Class A Note Principal Balance, the Class B Note Principal Balance, the Class C Note Principal Balance and the Class D Principal Balance, assuming for this purpose that (1) the payment rate with respect to
Principal Collections remains constant at the lowest level of such payment rate during the twelve preceding Monthly Periods (or such lower payment rate as Servicer may select), (2) the total amount of Principal Receivables in the Trust (and the
principal amount on deposit in the Excess Funding Account, if any) remains constant at the level on such date of determination, (3) no Pay Out Event with respect to any Series will subsequently occur and (4) no additional Series (other
than any Series being issued on such date of determination) will be subsequently issued. Servicer shall calculate the Accumulation Period Length on each Determination Date on and after the July, 2015 Determination Date as necessary to determine
whether the Accumulation Period is postponed and to set the Reserve Account Funding Date. If the calculation results in a postponement, Servicer shall provide notice in writing to Indenture Trustee, Transferor, Issuer and each Rating Agency. Any
notice by Servicer confirming the postponement of the Accumulation Period pursuant to this Section 4.13 shall specify (i) the Accumulation Period Length, (ii) the commencement date of the Accumulation Period and (iii) the
Controlled Accumulation Amount with respect to each Monthly Period during the Accumulation Period. The method for determining the Accumulation Period Length may be changed if the Rating Agency Condition is met. 

  
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 Section 4.14. Suspension of Accumulation Period. 

(a) Servicer may elect to suspend the commencement of the Accumulation Period with prior written notice to the Rating Agencies,
at any time prior to the Distribution Date preceding the Expected Principal Payment Date. The commencement of the Accumulation Period shall be suspended upon delivery by Servicer to Indenture Trustee of (i) an Officer’s Certificate stating
that Servicer has elected to suspend the commencement of the Accumulation Period and that all conditions precedent to such suspension set forth in this Section 4.14 have been satisfied, (ii) a copy of an executed Qualified Maturity
Agreement and (iii) an Opinion of Counsel addressed to Indenture Trustee as to the due authorization, execution and delivery and the validity and enforceability of such Qualified Maturity Agreement. Issuer does hereby transfer, assign, set-over, and otherwise convey to Indenture Trustee for the benefit of the Series 2013-2 Noteholders, without recourse, all of its rights under any Qualified Maturity Agreement obtained in accordance with this
Section 4.14 and all proceeds thereof. Such property shall constitute part of the Trust Estate and Collateral for all purposes of the Indenture. The foregoing transfer, assignment, set-over and conveyance
does not constitute and is not intended to result in a creation or an assumption by Indenture Trustee or any Noteholder of any obligation of Issuer or any other Person in connection with a Qualified Maturity Agreement or under any agreement or
instrument relating thereto. Each Qualified Maturity Agreement must satisfy the Series Rating Agency Condition. 
 Indenture
Trustee hereby acknowledges its acceptance, to the extent validly transferred, assigned, set-over or otherwise conveyed to Indenture Trustee, for the benefit of the Series 2013-2 Noteholders, of all of
the rights previously held by Issuer under any Qualified Maturity Agreement obtained by Issuer and all proceeds thereof, and declares that it shall hold such rights upon the trust set forth herein and in the Indenture, and subject to the terms
hereof and thereof, for the benefit of the Series 2013-2 Noteholders. 
 (b) Each Qualified Maturity Agreement shall
obligate the provider to deposit into the Principal Accumulation Account on or before the Expected Principal Payment Date an amount equal to the initial Note Principal Balance (reduced by any amount on deposit in the Principal Accumulation Account);
provided, however, that Issuer may instead elect to fund all or a portion of such deposits with the proceeds of the issuance of a new Series or with the Available Principal Collections with respect to such Transfer Date. The amounts so deposited
shall be applied on the Expected Principal Payment Date pursuant to subsection 4.04(c) as if the commencement of the Accumulation Period had not been suspended. The Qualified Maturity Agreement may require that during the period when the
Accumulation Period is suspended, upon the occurrence of certain events, Available Principal Collections will be deposited into the Principal Accumulation Account. 

(c) Each Qualified Maturity Agreement shall terminate at the close of business on the Expected Principal Payment Date;
provided, however, that Servicer may terminate a Qualified Maturity Agreement prior to such Distribution Date, with notice to each Rating Agency, if (i) the Available Reserve Account Amount equals the Required Reserve Account Amount and
(ii) one of the following events occurs: (A) Issuer obtains a 

  
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substitute Qualified Maturity Agreement which satisfies the Series Rating Agency Condition, (B) the provider of the Qualified Maturity Agreement ceases to qualify as a Qualified Institution
and Issuer is unable to obtain a substitute Qualified Maturity Agreement that satisfies the Series Rating Agency Condition, (C) a Pay Out Event occurs or (D) an event which may be declared to be a Pay Out Event occurs, whether or not it is
declared. In addition, if the available Reserve Account Amount equals the Required Reserve Account Amount, Servicer may terminate a Qualified Maturity Agreement prior to the later of (1) the date on which the Accumulation Period was scheduled
to begin, before giving effect to the suspension of the Accumulation Period, and (2) the date to which the commencement of the Accumulation Period is postponed pursuant to Section 4.13 (as determined on the Determination Date preceding the
date of such termination), in which case the commencement of the Accumulation Period shall be determined as if the commencement had not been postponed. In the event that the provider of a Qualified Maturity Agreement ceases to qualify as a Qualified
Institution, Servicer shall use its best efforts to obtain a substitute Qualified Maturity Agreement that satisfies the Series Rating Agency Condition, unless a substitute Qualified Maturity Agreement is not required for any of the reasons listed in
this subsection (c). 
 (d) If a Qualified Maturity Agreement is terminated prior to the earlier of the Expected
Principal Payment Date and the commencement of the Rapid Amortization Period and Issuer does not obtain a substitute Qualified Maturity Agreement that satisfies the Series Rating Agency Condition, the Accumulation Period shall commence on the latest
of (i) the beginning of business on October 1, 2016, (ii) the date to which the commencement of the Accumulation Period is postponed pursuant to Section 4.l4 (as determined on the date of such termination) and (iii) the
first day of the Monthly Period following the date of such termination. The Issuer shall notify the Rating Agencies if it intends to terminate a Qualified Maturity Agreement prior to the Expected Principal Payment Date. 

Section 4.15. Determination of LIBOR. 

(a) On each LIBOR Determination Date in respect of an Interest Period, Indenture Trustee shall determine LIBOR on the basis of
the rate for deposits in United States dollars for a period of the Designated Maturity which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such date. If such rate does not appear on Reuters Screen LIBOR01 Page,
the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in
the London interbank market for a period of the Designated Maturity. Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are
provided, the rate for that Interest Period shall be the arithmetic mean of the quotations. If fewer than two (2) quotations are provided as requested, the rate for that Interest Period will be the arithmetic mean of the rates quoted by
major banks in New York City, selected by Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a period of the Designated Maturity. 

  
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 (b) The Class A Note Interest Rate, Class B Note Interest Rate, Class C
Note Interest Rate and Class D Note Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning Indenture Trustee at its Corporate Trust Office at (800) 934-6802 or such other
telephone number as shall be designated by Indenture Trustee for such purpose by prior written notice by Indenture Trustee to each Series 2013-2 Noteholder from time to time. 

(c) On each LIBOR Determination Date, Indenture Trustee shall send to Servicer by facsimile transmission, notification of LIBOR
for the following Interest Period. 
 Section 4.16. Interchange. On or prior to each Determination Date, Transferor shall cause
FNBO to notify Servicer of the amount of Interchange to be included as Finance Charge Collections allocable to the Series 2013-2 Notes with respect to the Related Monthly Period, which amount shall be equal to the product of: 

(a) the total amount of Interchange paid or payable to FNBO with respect to such Related Monthly Period; 

(b) a fraction the numerator of which is the volume during the Related Monthly Period of sales net of cash advances on the
Accounts and the denominator of which is the amount of sales net of cash advances during the Related Monthly Period on all VISA and MasterCard accounts owned by FNBO; and 

(c) the Allocation Percentage for Finance Charge Collections with respect to such Related Monthly Period. 

On each Transfer Date, Transferor shall pay to Servicer, and Servicer shall deposit into the Finance Charge Account, in immediately available funds, an
amount equal to the Interchange to be so included as Finance Charge Collections allocable to the Series 2013-2 Notes with respect to the Related Monthly Period. Transferor hereby assigns, sets over, conveys, pledges and grants a security
interest and lien to Indenture Trustee for the benefit of the Series 2013-2 Noteholders its security interest in Interchange and the proceeds of Interchange, as set forth in this Section 4.16. In connection with the foregoing grant of a
security interest, this Indenture Supplement shall constitute a security agreement under applicable law. To the extent that an Indenture Supplement for a related Series, other than Series 2013-2, assigns, sets over, conveys, pledges or grants a
security interest in Interchange allocable to the Trust, all Notes of any such Series (except that any Series may be subordinated to the Series 2013-2 Notes to the extent specified in any such Indenture Supplement) and the Series 2013-2
Notes shall rank pari passu and be equally and ratably entitled in accordance with their respective allocation percentages for Finance Charge Collections as provided herein to the benefits of such Interchange without preference or priority on
account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture Supplement and other related Indenture Supplements.  

  
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 Section 4.17. Foreign Accounts. So long as any Series 2013-2 Notes are
Outstanding, Receivables arising in Foreign Accounts shall constitute Eligible Receivables for all purposes except that, to the extent that such Receivables exceed 1% (or any higher percentage as to which the Rating Agency Condition has been met) of
the aggregate Principal Receivables as of the most recently ended Monthly Period, such Receivables may not be counted for purposes of determining compliance with the tests for the Minimum Transferor Interest and the Minimum Aggregate Principal
Receivables. 
 ARTICLE V 

DELIVERY OF NOTES; DISTRIBUTIONS; REPORTS TO NOTEHOLDERS 

Section 5.01. Delivery and Payment for the 2013-2 Notes. Issuer shall execute and issue, and Indenture Trustee shall authenticate,
the Series 2013-2 Notes in accordance with Section 2.03 of the Indenture. Indenture Trustee shall deliver the Series 2013-2 Notes to or upon the written order of Issuer when so authenticated. 

Section 5.02. Distributions. 

(a) On each Distribution Date, Indenture Trustee shall distribute to each Class A Noteholder of record on the related
Record Date (other than as provided in Section 11.02 of the Indenture) such Class A Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Distribution Date and that
are payable to the Class A Noteholders pursuant to this Indenture Supplement. 
 (b) On each Distribution Date,
Indenture Trustee shall distribute to each Class B Noteholder of record on the related Record Date (other than as provided in Section 11.02 of the Indenture) such Class B Noteholder’s pro rata share of the amounts on deposit in
the Distribution Account that are allocated and available on such Distribution Date and that are payable to the Class B Noteholders pursuant to this Indenture Supplement. 

(c) On each Distribution Date, Indenture Trustee shall distribute to each Class C Noteholder of record on the related
Record Date (other than as provided in Section 11.02 of the Indenture) such Class C Noteholder’s pro rata share of the amounts on deposit in the Distribution Account (including amounts withdrawn from the Spread Account at the times
and in the amounts specified in Section 4.11) that are allocated and available on such Distribution Date and that are payable to the Class C Noteholders pursuant to this Indenture Supplement. 

(d) On each Distribution Date, Indenture Trustee shall distribute to each Class D Noteholder of record on the related
Record Date (other than as provided in Section 11.02 of the Indenture) such Class D Noteholder’s pro rata share of the amounts on deposit in the Distribution Account (including amounts withdrawn from the Spread Account at the times
and in the amounts specified in Section 4.11) that are allocated and available on such Distribution Date and that are payable to the Class D Noteholders pursuant to this Indenture Supplement. 

  
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 (e) The distributions to be made pursuant to this Section 5.02 are subject
to the provisions of Sections 6.01 and 7.01 of the Transfer and Servicing Agreement, Section 11.02 of the Indenture and Section 7.01 of this Indenture Supplement. 

(f) Except as provided in Section 11.02 of the Indenture with respect to a final distribution, distributions to
Series 2013-2 Noteholders hereunder shall be made by (i) check mailed to each Series 2013-2 Noteholder (at such Noteholder’s address as it appears in the Note Register), except that for any Series 2013-2 Notes registered in
the name of the nominee of a Clearing Agency, such distribution shall be made by wire transfer of immediately available funds and (ii) without presentation or surrender of any Series 2013-2 Note or the making of any notation thereon. 

Section 5.03. Reports and Statements to Series 2013-2 Noteholders. 

(a) On each Distribution Date, the Indenture Trustee shall forward to each Series 2013-2 Noteholder a statement substantially
in the form of Exhibit C prepared by Servicer. In addition, the Indenture Trustee shall make the statement publicly available to the Note Owners on its internet website. The Indenture Trustee’s website shall be initially located at
http://www.usbank.com/abs or at such other address as shall be specified by the Indenture Trustee to the Series 2013-2 Noteholders, the parties to the Transaction Documents and the Issuer (who shall promptly notify the same to the Rating
Agencies, if any). Prior to obtaining access to the Indenture Trustee’s website, the Indenture Trustee may require each Note Owner to register with the Indenture Trustee using an electronic form available on the website. As part of the
registration process, each Note Owner may be required to accept such terms, conditions and disclaimers and provide such certifications as the Indenture Trustee may, from time to time, require in accordance with its policies and procedures. The
Indenture Trustee will make no representations or warranties as to the accuracy or completeness of information provided by it that was based, in whole or in part, on information received from third parties, and will assume no responsibility for such
information. The Indenture Trustee shall not be liable for the dissemination of information in accordance with the terms of this Indenture Supplement. The Indenture Trustee will not be deemed to have knowledge of any information posted on its
website solely by virtue of such posting. In addition, the Indenture Trustee may disclaim responsibility for any information for which it is not the original source. Assistance in using the Indenture Trustee’s website may be obtained by calling
its customer service desk at (866) 252-4360 and any Series 2013-2 Noteholder or Note Owner with questions may direct them to the Indenture Trustee’s bondholder services group at (800) 934-6802. 

(b) Not later than the second Business Day preceding each Distribution Date, Servicer shall deliver to Owner Trustee, Indenture
Trustee and each Rating Agency (i) a statement substantially in the form of Exhibit B prepared by Servicer and (ii) a certificate of an Authorized Officer substantially in the form of Exhibit D; provided that Servicer may amend
the form of Exhibit B from time to time, with the prior written consent of Indenture Trustee and provided further, that the information set forth in Section III of Exhibit B may be provided once for all outstanding Series. 

  
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 (c) A copy of each statement or certificate provided pursuant to
paragraph (a) or (b) may be obtained by any Series 2013-2 Noteholder by a request in writing to Servicer. 

(d) On or before January 31 of each calendar year, beginning with January 31, 2014, Indenture Trustee shall furnish
or cause to be furnished to each Person who at any time during the preceding calendar year was a Series 2013-2 Noteholder, a statement prepared by Servicer containing the information which is required to be contained in the statement to
Series 2013-2 Noteholders, as set forth in paragraph (a) above, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 2013-2 Noteholder, together with other information as is
required to be provided by an issuer of indebtedness under the Code. Such obligation of Indenture Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by Servicer pursuant to any
requirements of the Code as from time to time in effect. 
 ARTICLE VI 

SERIES 2013-2 PAY OUT EVENTS 

If any one of the following events shall occur with respect to the Series 2013-2 Notes: 

(a) failure on the part of Transferor (i) to make any payment or deposit required to be made by it by the terms of the
Transfer and Servicing Agreement, the Indenture or this Indenture Supplement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to
observe or perform in any material respect any other of its covenants or agreements set forth in the Transfer and Servicing Agreement, the Indenture or this Indenture Supplement, which failure has a material adverse effect on the Series 2013-2
Noteholders which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Transferor by Indenture Trustee, or to Transferor
and Indenture Trustee by Holders of Series 2013-2 Notes evidencing more than 25% of the Note Principal Balance and which continues to materially and adversely affect the interest of the Series 2013-2 Noteholders; 

(b) any representation or warranty made by Transferor under the Transfer and Servicing Agreement, or any supplement to either
of them, shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to Transferor by Indenture Trustee, or to Transferor and Indenture Trustee by Holders of Series 2013-2 Notes evidencing more than 25% of the Note Principal Balance and as a
result of which the interests of the Noteholders are materially and adversely affected and continue to be materially and adversely affected for such period; provided, however, that a Series 2013-2 Pay Out Event pursuant to this
subsection (b) of Article VI shall not be deemed to have occurred hereunder if Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions
of the Transfer and Servicing Agreement; 

  
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 (c) a failure by Transferor under the Transfer and Servicing Agreement to convey
Receivables arising under Additional Accounts to the Trust within five (5) Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.06(a) of the Transfer and Servicing Agreement provided
that such failure shall not give rise to a Pay Out Event if, prior to the date on which such conveyance was required to be completed, Transferor causes a reduction in the invested amount of any Variable Interest to occur, so that, after giving
effect to that reduction, the Transferor Interest is not less than the Minimum Transferor Interest and the Aggregate Principal Receivables are not less than the Minimum Aggregate Principal Receivables; 

(d) any Servicer Default shall occur that would have a material adverse effect on the Series 2013-2 Noteholders; 

(e) the Portfolio Yield averaged over three consecutive Monthly Periods is less than the Base Rate averaged over such period;

 (f) the Note Principal Balance shall not be paid in full on the Expected Principal Payment Date; 

(g) without limiting the foregoing, the occurrence of an Event of Default with respect to Series 2013-2 pursuant to
Section 5.02 of the Indenture and acceleration of the maturity of the Series 2013-2 Notes pursuant to Section 5.03 of the Indenture; or 

(h) the occurrence of a Trust Pay Out Event as defined in the Indenture; 

then, in the case of any event described in subsection (a), (b) or (d), after the applicable grace period, if any, set forth in such subparagraphs,
either Indenture Trustee or the holders of Series 2013-2 Notes evidencing more than 50% of the aggregate unpaid principal amount of Series 2013-2 Notes by notice then given in writing to Transferor and Servicer (and to Indenture Trustee if
given by the Series 2013-2 Noteholders) may declare that a “Series Pay Out Event” with respect to Series 2013-2 (a “Series 2013-2 Pay Out Event”) has occurred as of the date of such notice, and, in the case of any
event described in subsection (c), (e), (f), (g) or (h) a Series 2013-2 Pay Out Event shall occur without any notice or other action on the part of Indenture Trustee or the Series 2013-2 Noteholders immediately upon the
occurrence of such event. 
 ARTICLE VII 

REDEMPTION; 
 FINAL
DISTRIBUTIONS; SERIES TERMINATION 
 Section 7.01. Optional Redemption of Series 2013-2 Notes; Final
Distributions. 
 (a) On any day occurring on or after the date on which the outstanding principal balance of the
Series 2013-2 Notes is reduced to 10% or less of the initial Note 

  
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Principal Balance of the Series 2013-2 Notes, Servicer shall have the option to direct Transferor to redeem the Series 2013-2 Notes, at a purchase price equal to (i) if such day is
a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. This option shall not be exercisable if the purchase
price (reduced by the amount on deposit in the Principal Accumulation Account available for distribution to Noteholders) exceeds the lesser of the estimated fair value, or the par value plus accrued interest, of a portion of the Receivables in
Eligible Accounts then designated to the Trust equal to the Collateral Amount. 
 (b) Servicer shall give Indenture Trustee
at least thirty (30) days’ prior written notice of the date on which Servicer intends to direct Transferor to make such optional redemption. 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 excess of the Reassignment Amount over the amount, if any, on deposit in the Principal Accumulation Account. Such redemption 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 Collateral Amount for Series 2013-2 shall be reduced to zero and the
Series 2013-2 Noteholders shall have no further security interest in the Receivables. The Reassignment Amount shall be distributed as set forth in subsection 7.01(d). 

(c) The amount to be paid by Transferor with respect to Series 2013-2 in connection with a reassignment of Receivables to
Transferor pursuant to Section 2.04(e) of the Transfer and Servicing Agreement shall equal the Reassignment Amount for the Distribution Date related to the Reassignment Date. 

(d) With respect to (a) the Reassignment Amount deposited into the Finance Charge Account and Principal Account pursuant
to this Section 7.01 or (b) the proceeds of any sale of Receivables pursuant to Section 5.05(a)(iii) of the Indenture with respect to Series 2013-2, Indenture 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 Note Principal
Balance on such Distribution Date will be distributed to the Class A Noteholders and (y) an amount equal to the sum of (A) Class A Monthly Interest Payment for such Distribution Date, (B) any Class A Interest Shortfall
for such Distribution Date 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 distributed to the Class A Noteholders on any prior
Distribution Date, will be distributed to the Class A Noteholders; 
 (ii) (x) the Class B Note Principal
Balance on such Distribution Date will be distributed to the Class B Noteholders and (y) an amount equal to the sum of (A) Class B Monthly Interest Payment for such Distribution Date, (B) any


  
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Class B Interest Shortfall for such Distribution Date and (C) the amount of Class B Default Interest, if any, for such Distribution Date and any Class B Default Interest
previously due but not distributed to the Class B Noteholders on any prior Distribution Date, will be distributed to the Class B Noteholders; 

(iii) (x) the Class C Note Principal Balance on such Distribution Date will be distributed to the Class C
Noteholders and (y) an amount equal to the sum of (A) Class C Monthly Interest Payment for such Distribution Date, (B) any Class C Interest Shortfall for such Distribution Date, (C) the amount of Class C Default
Interest, if any, for such Distribution Date and any Class C Default Interest previously due but not distributed to the Class C Noteholders on any prior Distribution Date will be distributed to the Class C Noteholders; 

(iv) (x) the Class D Note Principal Balance on such Distribution Date will be distributed to the Class D
Noteholders and (y) an amount equal to the sum of (A) Class D Monthly Interest Payment for such Distribution Date, (B) any Class D Interest Shortfall for such Distribution Date, (C) the amount of Class D Default
Interest, if any, for such Distribution Date and any Class D Default Interest previously due but not distributed to the Class D Noteholders on any prior Distribution Date will be distributed to the Class D Noteholders; and 

(v) any excess shall be released to Issuer. 

Section 7.02. Series Termination. On the Series 2013-2 Final Maturity Date, the unpaid principal amount of the Series 2013-2
Notes shall be due and payable, and the right of the Series 2013-2 Noteholders to receive payments from Issuer will be limited solely to the right to receive payments pursuant to Section 5.05 of the Indenture. References to the Series
Termination Date in Articles IV and V of the Indenture shall be deemed to be references to the Series 2013-2 Final Maturity Date.  

ARTICLE VIII 

MISCELLANEOUS PROVISIONS 

Section 8.01. Ratification of Indenture; Amendments. As supplemented by this Indenture Supplement, the Indenture is in all
respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument. This Indenture Supplement may be amended only by a Supplemental Indenture entered in
accordance with the terms of Section 10.01 or 10.02 of the Indenture. For purposes of the application of Section 10.02 of the Indenture to any amendment of this Indenture Supplement, the Series 2013-2 Noteholders shall be the only
Noteholders whose vote shall be required. Notwithstanding the provisions of Section 10.02 of the Indenture and Section 9.01(b) of the Transfer and Servicing Agreement, this Indenture Supplement may be amended to increase the Series
Servicing Fee Percentage with the consent of the Holders of Notes representing more than 66 2⁄3% of the principal balance of each Class of the Outstanding
Series 2013-2 Notes and upon compliance with the other provisions of such sections, as applicable, including satisfaction of the Rating Agency Condition. 

  
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 Section 8.02. Form of Delivery of the Notes. The Class A Notes shall be
Book-Entry Notes and shall be delivered to U.S. Bank National Association, as agent for DTC, Clearstream and Euroclear Bank S.A./N.V., as provided in Sections 2.01, 2.03 and 2.12 of the Indenture. The Class B Notes, Class C Notes and Class D
Notes shall be Definitive Notes and shall be registered in the Note Register in the name of the initial purchaser or purchasers identified in the applicable Note Purchase Agreement. 

Section 8.03. Counterparts. This Indenture Supplement may be executed in two or more counterparts, and by different parties on
separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. 

Section 8.04. Governing Law. THIS INDENTURE SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

Section 8.05. Limitation of Liability. Notwithstanding any other provision herein or elsewhere, this Indenture Supplement 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 Indenture Supplement 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. 

Section 8.06. Rights of Indenture Trustee. Indenture Trustee shall have herein the same rights, protections, indemnities and
immunities as specified in the Indenture. 
 Section 8.07. Additional Requirements for Registration of and Limitations on
Transfer and Exchange of Notes.  
 (a) All transfers will be subject to the transfer restrictions set forth on
the Notes, as set forth in Exhibits A-1, A-2, A-3 and A-4, as applicable. Class B Notes, Class C Notes and Class D Notes may be subject to additional transfer restrictions as set forth in the applicable Note Purchase Agreement. 

(b) The Class B Notes, Class C Notes and Class D Notes have not been, and will not be, registered under the Securities Act or
any state securities law. The Class B Notes, Class C Notes and Class D Notes will be offered and sold only to “accredited investors,” as defined in Rule 501 promulgated under the Securities Act, purchasing for their own
accounts or to an “accredited investor” purchasing for a single account (which is an institutional “accredited investor”) as to which the purchaser exercises sole investment discretion. No reoffer, resale, pledge or other
transfer of any Class B Notes, Class C Notes and Class D Notes or any interest therein or participation thereof subsequent to the initial purchase from the Transferor will be made unless such resale or


  
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transfer is made pursuant to Rule 144A under the Securities Act to a Person whom the seller of the Class B Notes, Class C Notes and Class D Notes reasonably believes is a QIB
purchasing for its own account or a QIB purchasing for the account of a QIB, whom the seller has informed, in each case, that the reoffer, resale, pledge or other transfer is being made in reliance on Rule 144A and Transferor delivers to the
Indenture Trustee a Certificate in the form of Exhibit E. 
 Neither the Transferor nor the Indenture Trustee is
obligated to register the Class B Notes, Class C Notes and Class D Notes under the Securities Act or any applicable state securities laws or to take any action otherwise required under the Transaction Documents to permit the transfer
of Class B Notes, Class C Notes and Class D Notes without registration. 
 (c) Each Series 2013-2 Note will
bear legends substantially in the forms set forth in Exhibits A-1, A-2, A-3 and A-4,
as applicable. 
 Section 8.08. Notices to Rating Agencies and Indenture Trustee.  

(a) Where this Indenture Supplement, the Indenture or any other Transaction Agreement provides for notice to the Rating
Agencies, such notice shall be sufficiently given to each Rating Agency (unless otherwise herein or therein expressly provided) if in writing and mailed by first class mail, postage prepaid, or delivered by a national overnight courier service, or
delivered by facsimile transmission to such mailing address or facsimile number as may be provided by such Rating Agency. 

(b) Where this Indenture Supplement, the Indenture or any other Transaction provides for notice to the Indenture Trustee, such
notice shall be sufficient for every purpose thereunder or hereunder if made, given, furnished or filed, in writing, by facsimile transmission, or by courier or overnight delivery to its Corporate Trust Office, or any other address or through other
means acceptable to Indenture Trustee previously furnished in writing in accordance with Section 12.04 of the Indenture. 

  
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 IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be duly executed and
delivered by their respective duly authorized officers on the day and year 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/ Dorri Costello
	Name	 	Dorri Costello
	Title 	 	Assistant Vice President
	
	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
		
	By	 	/s/ Michelle Moeller
	Name	 	Michelle Moeller
	Title	 	Vice President


  

			
	Acknowledged and Accepted:
	FIRST NATIONAL BANK OF OMAHA, as Servicer
		
	By	 	/s/ Timothy D. Hart
	Name	 	Timothy D. Hart
	Title 	 	Senior Vice President
	
	FIRST NATIONAL FUNDING LLC, as Transferor
		
	By	 	/s/ Karlyn M. Knieriem
	Name	 	Karlyn M. Knieriem
	Title 	 	Senior Vice President of First National Funding Corporation
		 	its Managing Member








 EXHIBIT A-1 

FORM OF 
 CLASS A ASSET
BACKED NOTE, SERIES 2013-2 
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND
AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION (“FNFC”), TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY INSTITUTION IN INSTITUTING
AGAINST FNFC, TRANSFEROR OR ISSUER, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION
RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS. 
 THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE,
AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

 THE HOLDER OF THIS CLASS A NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN
ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY, OR A GOVERNMENTAL
PLAN, NON U.S. PLAN OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE; OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THE
CLASS A NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, NON U.S. PLAN OR CHURCH PLAN, A
NON-EXEMPT VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW). 








			
	 REGISTERED
	  	$300,000,000*
	 No.
R-             
	  	CUSIP NO. 32113CBD1
		  	ISIN NO. US 32113CBD11

 FIRST NATIONAL MASTER NOTE TRUST 

CLASS A ASSET BACKED NOTE, SERIES 2013-2 

First National Master Note Trust (herein referred to as “Issuer”), a Delaware statutory trust governed by the First Amended and
Restated Trust Agreement dated as of December 20, 2012, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of THREE HUNDRED MILLON DOLLARS, or such
greater or lesser amount as determined in accordance with the Indenture, on the October, 2019 Distribution Date, except as otherwise provided below or in the Indenture. Issuer will pay interest on the unpaid principal amount of this Note at the
Class A Note Interest Rate on each Distribution Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for each Distribution Date from and including the most recent Distribution Date on which interest
has been paid to but excluding such Distribution Date or, for the initial Distribution Date, from and including the Closing Date to but excluding such Distribution Date. Interest will be computed on the basis of a
360-day year and the actual number of days elapsed. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof. 

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. 
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 
 Unless the certificate of
authentication hereon has been executed by or on behalf of Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose. 
 This Note has been executed by Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Owner
Trustee of the Issuer, in no event shall Wilmington Trust Company, in its individual capacity, have any liability in respect of the 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 Note 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. 

 
  

	* 	Denominations of $1,000 and integral multiples of $1,000 in excess thereof. 


  
 A1-2 








 IN WITNESS WHEREOF, Issuer has caused this Class A Note to be duly executed. 

 

			
	FIRST NATIONAL MASTER NOTE TRUST, as Issuer
		
	By	 	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
		
	By	 	 
	Name	 	 
	Title	 	 


 Dated: October 24, 2013 

  
 A1-3 








 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Class A Notes described in the within-mentioned Indenture. 

 

			
	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
		
	By	 	 
		 	Authorized Signatory
	Dated	 	 



  
 A1-4 








 FIRST NATIONAL MASTER NOTE TRUST 

CLASS A ASSET BACKED NOTE, SERIES 2013-2 

SUMMARY OF TERMS AND CONDITIONS 

This Class A Note is one of a duly authorized issue of Notes of Issuer, designated as First National Master Note Trust,
Series 2013-2 (the “Series 2013-2 Notes”), issued under a First Amended and Restated Master Indenture dated as of December 20, 2012 (the “Master Indenture”), between Issuer and U.S. Bank National Association, as
successor indenture trustee to The Bank of New York Mellon Trust Company, N.A.(the “Indenture Trustee”), as supplemented by the Series 2013-2 Indenture Supplement dated as of October 24, 2013 (the “Indenture
Supplement”), and representing the right to receive certain payments from Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are
subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control. 
 The Class B Notes, the Class C Notes and the Class D Notes will also be issued under the
Indenture. 
 The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of Issuer allocated to the
payment of this Note for payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Indenture or, except in the case of Indenture Trustee as expressly provided in
the Indenture, subject to any liability under the Indenture. 
 This Note does not purport to summarize the Indenture and reference is made
to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of Indenture Trustee. 

THIS CLASS A NOTE REPRESENTS INDEBTEDNESS OF THE ISSUER AND IS LIMITED BY RECOURSE ONLY TO THE COLLATERAL UP TO THE COLLATERAL AMOUNT AND
ANY OTHER PORTION OF THE COLLATERAL THAT MAY BE AVAILABLE FOR YOUR SERIES OF NOTES UNDER THE INDENTURE. THIS CLASS A NOTE DOES NOT REPRESENT AN INTEREST IN THE ISSUER AND DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, FIRST NATIONAL BANK OF
OMAHA, FIRST NATIONAL FUNDING CORPORATION, FIRST NATIONAL FUNDING LLC, OR ANY OTHER OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. 

Issuer, Transferor, Indenture Trustee and any agent of Issuer, Transferor or Indenture Trustee shall treat the person in whose name this
Class A Note is registered as the owner hereof for all purposes, and neither Issuer, Transferor, Indenture Trustee nor any agent of Issuer, Transferor or Indenture Trustee shall be affected by notice to the contrary. 

THIS CLASS A NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

  
 A1-5 








 ASSIGNMENT 

Social Security or other identifying number of assignee
                         

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                     (name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and
appoints                      attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in
the premises. 
  

											
	Dated:                     	 		 		 	 	 	 	**	  
		 		 		 	Signature Guaranteed:	 			

  

	** 	The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.



  
 A1-6 








 EXHIBIT A-2 

FORM OF 
 CLASS B ASSET
BACKED NOTE, SERIES 2013-2 
 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS UNDER STATE BLUE
SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN A NOTE PURCHASE AGREEMENT RELATING HERETO. 

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST NATIONAL FUNDING
CORPORATION, A NEBRASKA BUSINESS CORPORATION (“FNFC”), TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY INSTITUTION IN INSTITUTING AGAINST FNFC, TRANSFEROR OR ISSUER, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS. 

THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE
CLASS B NOTES AS INDEBTEDNESS OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME. 

THE HOLDER OF THIS CLASS B NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975 (e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, (III) A GOVERNMENT PLAN, NON-U.S. PLAN OR CHURCH PLAN, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR (V) A PERSON INVESTING “PLAN ASSETS” OF ANY SUCH
PLAN (INCLUDING, FOR PURPOSES OF CLAUSES (IV) AND (V), ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. 








			
	 REGISTERED
	  	$56,250,000*
	 No. R             
	  	CUSIP NO. 32113CBE9
		  	ISIN NO. US 32113CBE93

 FIRST NATIONAL MASTER NOTE TRUST 

CLASS B ASSET BACKED NOTE, SERIES 2013-2 

First National Master Note Trust (herein referred to as “Issuer”), a Delaware statutory trust governed by a First Amended and
Restated Trust Agreement dated as of December 20, 2012, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of FIFTY-SIX MILLON TWO HUNDRED FIFTY
THOUSAND DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the October, 2019 Distribution Date, except as otherwise provided below or in the Indenture. Issuer will pay interest on the unpaid principal
amount of this Note at the Class B Note Interest Rate on each Distribution Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such Distribution Date or, for the initial Distribution Date, from and including the Closing Date to but excluding such Distribution Date. Interest will be computed on the basis of a
360-day year and the actual number of days elapsed. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof. 

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. 
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 
 Unless the certificate of
authentication hereon has been executed by or on behalf of Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose. 
 This Note has been executed by Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Owner
Trustee of the Issuer, in no event shall Wilmington Trust Company, in its individual capacity, have any liability in respect of the 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 Note 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. 

THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE
INDENTURE SUPPLEMENT. 
  
  

	* 	Denominations of $1,000 and integral multiples of $1,000 in excess thereof. 


  
 A2-2 








 IN WITNESS WHEREOF, Issuer has caused this Class B Note to be duly executed. 

 

			
	 FIRST NATIONAL MASTER NOTE TRUST,

as Issuer

		
	By	 	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
		
	By	 	 
	Name	 	 
	Title	 	 


 Dated: October 24, 2013 

  
 A2-3 








 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Class B Notes described in the within-mentioned Indenture. 

 

			
	 U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee

		
	 By
	 	 
		 	 Authorized Signatory

	 Dated
	 	 



  
 A2-4 








 FIRST NATIONAL MASTER NOTE TRUST 

CLASS B ASSET BACKED NOTE, SERIES 2013-2 

SUMMARY OF TERMS AND CONDITIONS 

This Class B Note is one of a duly authorized issue of Notes of Issuer, designated as First National Master Note Trust,
Series 2013-2 (the “Series 2013-2 Notes”), issued under a First Amended and Restated Master Indenture dated as of December 20, 2012 (the “Master Indenture”), between Issuer and U.S. Bank National Association, as
successor indenture trustee to The Bank of New York Mellon Trust Company, N.A.(the “Indenture Trustee”), as supplemented by the Series 2013-2 Indenture Supplement dated as of October 24, 2013 (the “Indenture
Supplement”), and representing the right to receive certain payments from Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are
subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control. 
 The Class A Notes, the Class C Notes and the Class D Notes will also be issued
under the Indenture. 
 The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of Issuer allocated
to the payment of this Note for payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Indenture or, except in the case of Indenture Trustee as expressly
provided in the Indenture, subject to any liability under the Indenture. 
 This Note does not purport to summarize the Indenture and
reference is made to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of Indenture Trustee. 

THIS CLASS B NOTE REPRESENTS INDEBTEDNESS OF THE ISSUER AND IS LIMITED BY RECOURSE ONLY TO THE COLLATERAL UP TO THE COLLATERAL AMOUNT AND
ANY OTHER PORTION OF THE COLLATERAL THAT MAY BE AVAILABLE FOR YOUR SERIES OF NOTES UNDER THE INDENTURE. THIS CLASS B NOTE DOES NOT REPRESENT AN INTEREST IN THE ISSUER AND DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, FIRST NATIONAL BANK OF
OMAHA, FIRST NATIONAL FUNDING CORPORATION, FIRST NATIONAL FUNDING LLC, OR ANY OTHER OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. 

Issuer, Transferor, Indenture Trustee and any agent of Issuer, Transferor or Indenture Trustee shall treat the person in whose name this
Class B Note is registered as the owner hereof for all purposes, and neither Issuer, Transferor, Indenture Trustee nor any agent of Issuer, Transferor or Indenture Trustee shall be affected by notice to the contrary. 

THIS CLASS B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

  
 A2-5 








 ASSIGNMENT 

Social Security or other identifying number of assignee
                                     

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                    (name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                    attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the
premises. 
  

									
	Dated:	  	 	  		 	 	 	**
		  		  		 	Signature Guaranteed:	 	

  
  

	**	The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.



  
 A2-6 








 EXHIBIT A-3 

FORM OF 
 CLASS C ASSET
BACKED NOTE, SERIES 2013-2 
 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS UNDER STATE BLUE
SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN A NOTE PURCHASE AGREEMENT RELATING HERETO. 

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST NATIONAL FUNDING
CORPORATION, A NEBRASKA BUSINESS CORPORATION (“FNFC”), TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY INSTITUTION IN INSTITUTING AGAINST FNFC, TRANSFEROR OR ISSUER, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS. 

THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE
CLASS C NOTES AS INDEBTEDNESS OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME. 

THE HOLDER OF THIS CLASS C NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975 (e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, (III) A GOVERNMENT PLAN, NON-U.S. PLAN OR CHURCH PLAN, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR (V) A PERSON INVESTING “PLAN ASSETS” OF ANY SUCH
PLAN (INCLUDING, FOR PURPOSES OF CLAUSES (IV) AND (V), ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. 








			
	REGISTERED	  	$24,671,000*
	No. R-                     	  	CUSIP NO. 32113CBF6
		  	ISIN NO. US 32113CBF68

 FIRST NATIONAL MASTER NOTE TRUST 

CLASS C ASSET BACKED NOTE, SERIES 2013-2 

First National Master Note Trust (herein referred to as “Issuer”), a Delaware statutory trust governed by a First Amended and
Restated Trust Agreement dated as of December 20, 2012, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of TWENTY-FOUR MILLION SIX HUNDRED
SEVENTY-ONE THOUSAND DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the October, 2019 Distribution Date, except as otherwise provided below or in the Indenture. Issuer will pay interest on the unpaid
principal amount of this Note at the Class C Note Interest Rate on each Distribution Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such Distribution Date or, for the initial Distribution Date, from and including the Closing Date to but excluding such Distribution Date. Interest will be computed on the basis of a
360-day year and the actual number of days elapsed. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof. 

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. 
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 
 Unless the certificate of
authentication hereon has been executed by or on behalf of Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose. 
 This Note has been executed by Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Owner
Trustee of the Issuer, in no event shall Wilmington Trust Company, in its individual capacity, have any liability in respect of the 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 Note 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. 

THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES AND THE CLASS B NOTES TO THE
EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT. 
  
  

	* 	Denominations of $1,000 and integral multiples of $1,000 in excess thereof. 


  
 A4-2 








 IN WITNESS WHEREOF, Issuer has caused this Class C Note to be duly executed. 

 

			
	FIRST NATIONAL MASTER NOTE TRUST, as Issuer
		
	By	 	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
		
	By	 	
		 	  

	Name	 	  

	Title	 	  



 Dated: October 24, 2013 

  
 A4-3 








 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Class C Notes described in the within-mentioned Indenture. 

 

			
	 U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee

		
	 By
	 	 
		 	 Authorized Signatory

	 Dated
	 	  




  
 A4-4 








 FIRST NATIONAL MASTER NOTE TRUST 

CLASS C ASSET BACKED NOTE, SERIES 2013-2 

SUMMARY OF TERMS AND CONDITIONS 

This Class C Note is one of a duly authorized issue of Notes of Issuer, designated as First National Master Note Trust,
Series 2013-2 (the “Series 2013-2 Notes”), issued under a First Amended and Restated Master Indenture dated as of December 20, 2012 (the “Master Indenture”), between Issuer and U.S. Bank National Association, as
successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (the “Indenture Trustee”), as supplemented by the Series 2013-2 Indenture Supplement dated as of October 24, 2013 (the “Indenture
Supplement”), and representing the right to receive certain payments from Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are
subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control. 
 The Class A Notes, the Class B Notes and the Class D Notes will also be issued under the
Indenture. 
 The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of Issuer allocated to the
payment of this Note for payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Indenture or, except in the case of Indenture Trustee as expressly provided in
the Indenture, subject to any liability under the Indenture. 
 This Note does not purport to summarize the Indenture and reference is made
to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of Indenture Trustee. 

THIS CLASS C NOTE REPRESENTS INDEBTEDNESS OF THE ISSUER AND IS LIMITED BY RECOURSE ONLY TO THE COLLATERAL UP TO THE COLLATERAL AMOUNT AND
ANY OTHER PORTION OF THE COLLATERAL THAT MAY BE AVAILABLE FOR YOUR SERIES OF NOTES UNDER THE INDENTURE. THIS CLASS C NOTE DOES NOT REPRESENT AN INTEREST IN THE ISSUER AND DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, FIRST NATIONAL BANK OF
OMAHA, FIRST NATIONAL FUNDING CORPORATION, FIRST NATIONAL FUNDING LLC, OR ANY OTHER OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. 

Issuer, Transferor, Indenture Trustee and any agent of Issuer, Transferor or Indenture Trustee shall treat the person in whose name this
Class C Note is registered as the owner hereof for all purposes, and neither Issuer, Transferor, Indenture Trustee nor any agent of Issuer, Transferor or Indenture Trustee shall be affected by notice to the contrary. 

THIS CLASS C NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

  
 A4-5 








 ASSIGNMENT 

Social Security or other identifying number of assignee
                                        
 
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                    (name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                    attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the
premises. 
  

									
	Dated:	  	 	  		 	 	 	**
		  		  		 	Signature Guaranteed:	 	

  
  

 

	**	The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.



  
 A4-6 








 EXHIBIT A-4 

FORM OF 
 CLASS D ASSET
BACKED NOTE, SERIES 2013-2 
 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS UNDER STATE BLUE
SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN A NOTE PURCHASE AGREEMENT RELATING HERETO. 

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST NATIONAL FUNDING
CORPORATION, A NEBRASKA BUSINESS CORPORATION (“FNFC”), TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY INSTITUTION IN INSTITUTING AGAINST FNFC, TRANSFEROR OR ISSUER, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS. 

THE HOLDER OF THIS CLASS D NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE
CLASS D NOTES AS INDEBTEDNESS OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME. 

THE HOLDER OF THIS CLASS D NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975 (e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, (III) A GOVERNMENT PLAN, NON-U.S. PLAN OR CHURCH PLAN, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR (V) A PERSON INVESTING “PLAN ASSETS” OF ANY SUCH
PLAN (INCLUDING, FOR PURPOSES OF CLAUSES (IV) AND (V), ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. 








			
	REGISTERED	  	$13,816,000*
	No. R-            	  	CUSIP NO. 32113CBG4
		  	ISIN NO. US 32113CBG42

 FIRST NATIONAL MASTER NOTE TRUST 

CLASS D ASSET BACKED NOTE, SERIES 2013-2 

First National Master Note Trust (herein referred to as “Issuer”), a Delaware statutory trust governed by a First Amended and
Restated Trust Agreement dated as of December 20, 2012, for value received, hereby promises to pay to Cede & Co., or registered assigns, subject to the following provisions, the principal sum of THIRTEEN MILLION EIGHT HUNDRED SIXTEEN
THOUSAND DOLLARS, or such greater or lesser amount as determined in accordance with the Indenture, on the October, 2019 Distribution Date, except as otherwise provided below or in the Indenture. Issuer will pay interest on the unpaid principal
amount of this Note at the Class D Note Interest Rate on each Distribution Date until the principal amount of this Note is paid in full. Interest on this Note will accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such Distribution Date or, for the initial Distribution Date, from and including the Closing Date to but excluding such Distribution Date. Interest will be computed on the basis of a
360-day year and the actual number of days elapsed. Principal of this Note shall be paid in the manner specified in the Indenture Supplement referred to on the reverse hereof. 

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. 
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 
 Unless the certificate of
authentication hereon has been executed by or on behalf of Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose. 
 This Note has been executed by Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Owner
Trustee of the Issuer, in no event shall Wilmington Trust Company, in its individual capacity, have any liability in respect of the 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 Note 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. 

THIS CLASS D NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A NOTES, THE CLASS B NOTES AND THE CLASS C
NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT. 
  
  

	*	Denominations of $1,000 and integral multiples of $1,000 in excess thereof. 


  
 A4-2 








 IN WITNESS WHEREOF, Issuer has caused this Class D Note to be duly executed. 

 

			
	FIRST NATIONAL MASTER NOTE TRUST, as Issuer
		
	By	 	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
	By	 	
		 	  

	Name	 	  

	Title	 	  



 Dated: October 24, 2013 

  
 A4-3 








 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Class D Notes described in the within-mentioned Indenture. 

 

			
	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
		
	 By
	 	 
		 	 Authorized Signatory

	 Dated
	 	 



  
 A4-4 








 FIRST NATIONAL MASTER NOTE TRUST 

CLASS D ASSET BACKED NOTE, SERIES 2013-2 

SUMMARY OF TERMS AND CONDITIONS 

This Class D Note is one of a duly authorized issue of Notes of Issuer, designated as First National Master Note Trust,
Series 2013-2 (the “Series 2013-2 Notes”), issued under a First Amended and Restated Master Indenture dated as of December 20, 2012 (the “Master Indenture”), between Issuer and U.S. Bank National Association, as
successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (the “Indenture Trustee”), as supplemented by the Series 2013-2 Indenture Supplement dated as of October 24, 2013 (the “Indenture
Supplement”), and representing the right to receive certain payments from Issuer. The term “Indenture,” unless the context otherwise requires, refers to the Master Indenture as supplemented by the Indenture Supplement. The Notes are
subject to all of the terms of the Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control. 
 The Class A Notes, the Class B Notes and the Class C Notes will also be issued under the
Indenture. 
 The Noteholder, by its acceptance of this Note, agrees that it will look solely to the property of Issuer allocated to the
payment of this Note for payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Indenture or, except in the case of Indenture Trustee as expressly provided in
the Indenture, subject to any liability under the Indenture. 
 This Note does not purport to summarize the Indenture and reference is made
to the Indenture for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of Indenture Trustee. 

THIS CLASS D NOTE REPRESENTS INDEBTEDNESS OF THE ISSUER AND IS LIMITED BY RECOURSE ONLY TO THE COLLATERAL UP TO THE COLLATERAL AMOUNT AND
ANY OTHER PORTION OF THE COLLATERAL THAT MAY BE AVAILABLE FOR YOUR SERIES OF NOTES UNDER THE INDENTURE. THIS CLASS D NOTE DOES NOT REPRESENT AN INTEREST IN THE ISSUER AND DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN, FIRST NATIONAL BANK OF
OMAHA, FIRST NATIONAL FUNDING CORPORATION, FIRST NATIONAL FUNDING LLC, OR ANY OTHER OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. 

Issuer, Transferor, Indenture Trustee and any agent of Issuer, Transferor or Indenture Trustee shall treat the person in whose name this
Class D Note is registered as the owner hereof for all purposes, and neither Issuer, Transferor, Indenture Trustee nor any agent of Issuer, Transferor or Indenture Trustee shall be affected by notice to the contrary. 

THIS CLASS D NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

  
 A4-5 








 ASSIGNMENT 

Social Security or other identifying number of assignee
                                        
                                     

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                    (name and address of assignee) the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                    attorney, to transfer said certificate on the books kept for registration thereof, with full power of substitution in the
premises. 
  

									
	Dated:	  	 	 	**	 		 	
	Signature	  		 		 		 	

  
  

	**	The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.



  
 A4-6 








 EXHIBIT B 

FORM OF MONTHLY PAYMENT INSTRUCTIONS AND 

NOTIFICATION TO INDENTURE TRUSTEE 

FIRST NATIONAL MASTER NOTE TRUST 

SERIES 2013-2 
 The
undersigned, a duly authorized representative of First National Bank of Omaha (“FNBO”), as Servicer pursuant to the First Amended and Restated Transfer and Servicing Agreement, dated as of December 20, 2012 (the “Transfer and
Servicing Agreement”) between FNBO, as Servicer, First National Funding LLC, as transferor (“Transferor”) and First National Master Note Trust, as issuer (“Issuer”), does hereby certify as follows: 

A. Capitalized terms used in this Certificate have their respective meanings set forth in the First Amended and Restated Master
Indenture dated as of December 20, 2012 (the “Indenture”) between Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“Indenture Trustee”), as
supplemented by the Series 2013-2 Indenture Supplement dated as of October 24, 2013 between Issuer and Indenture Trustee (as amended and supplemented, the “Indenture Supplement”). 

B. FNBO is Servicer. 

C. The undersigned is an Authorized Officer of Servicer. 

I. INSTRUCTION TO MAKE [DEPOSITS AND] WITHDRAWALS ON THE TRANSFER DATE ON             ,
20     . 
 [From the aggregate Collections wired to the Indenture Trustee with respect to the Related Monthly
Period on the Transfer Date, the Indenture Trustee shall make deposits to the Series Accounts for
Series [20        -        ] as follows: 
  

					
	 To the Finance Charge Account
	  	$	                        	  
	 To the Principal Account
	  	$	                        	  

 [TO BE USED IF SERVICER IS PERMITTED TO MAKE MONTHLY DEPOSITS PURSUANT TO THE TRANSFER AND SERVICING
AGREEMENT.] 
 Pursuant to Section 4.09, Servicer does hereby instruct Indenture Trustee to transfer from the Principal Accumulation
Account to the Finance Charge Account, the Principal Accumulation Investment Earnings on deposit in the Principal Accumulation Account, if any, for application as Available Finance Charge Collections in the following amount[s] and to deposit
Investment Earnings, if any, on the funds on deposit in the Principal Account, the Finance Charge Account and the Distribution Account to an account designated by Servicer all on the Transfer Date specified above: 

 

					
	 Investment Earnings from Principal Accumulation Account to the Finance Charge Account
	  	$	                        	  








  

							
		  	 Investment Earnings on Principal Account, Finance Charge Account and Distribution Account to the order of
Servicer            
	  	 	$                    	  

 Pursuant to Section 4.10, Servicer does hereby instruct Indenture Trustee to withdraw funds from the
Reserve Account, and deposit such funds, all in accordance with Section 4.10, in the following amounts and on the Transfer Date specified above: 
  

							
	 A.
	  	Investment Earnings (to the extent not required for Required Reserve Account Amount) for deposit on the Transfer Date to Finance Charge Account pursuant to Section 4.10(b)	  	 	$                    	  
			
	 B.
	  	On each Transfer Date with respect to the Accumulation Period or the Rapid Amortization Period, the Reserve Draw Amount (reduced by amounts otherwise available under Section 4.04(a)(viii) for deposit to the Reserve Account
on such Transfer Date) for deposit into the Finance Charge Account pursuant to Section 4.10(d)	  	 	$                    	  
			
	 C.
	  	Reserve Account Surplus, after giving effect to all deposits to and withdrawals from the Reserve Account with respect to the Transfer Date, for deposit to the Spread Account to the extent required to meet Required Spread Account
Amount, pursuant to Section 4.10(e)	  	 	$                    	  
			
	 D.
	  	Remaining Reserve Account Surplus, if any, for distribution to the Holder of the Transferor Interest, pursuant to Section 4.10(e)	  	 	$                    	  
			
	 E.
	  	On (i) Transfer Date preceding Expected Principal Payment Date, (ii) first Transfer Date relating to Rapid Amortization Period or (iii) termination of the Trust pursuant to Article VIII of the Trust Agreement,
after all payments set forth above, all remaining funds, for deposit to the Spread Account to the extent required to meet Required Spread Account Amount, pursuant to Section 4.10(f)	  	 	$                    	  


  
 B-2 









							
	 F.
	  	After application pursuant to (E) above, all remaining funds for distribution to the Holder of the Transferor Interest, pursuant to Section 4.10(f)	  	 	$                    	  

 Pursuant to Section 4.11, Servicer does hereby instruct Indenture Trustee to withdraw funds from the
Spread Account, and deposit such funds, all in accordance with Section 4.11, in the following amounts and on the Transfer Date specified above: 
  

							
	 A.
	  	On the earlier of the Series 2013-2 Final Maturity Date and the day after acceleration of the Notes following an Event of Default, for deposit of the Available Spread Account Amount to the Distribution Account to pay principal,
pursuant to Section 4.11(e)	  	 	$                    	  
			
	 B.
	  	On any Transfer Date, for deposit to the Distribution Account, pursuant to Section 4.11(c), to the extent required for the deposit to be made pursuant to subsections 4.04(a)(iv) and 4.04(a)(v) to pay interest on the
Class C and Class D Notes (reduced by Available Finance Charge Collections used for such deposit and using Investment Earnings on the Spread Account, if needed)	  	 	$                    	  
			
	 C.
	  	On the Series 2013-2 Final Maturity Date or, if sooner, the date on which the Principal Balance of the Class A Notes and the Class B Notes has been paid in full, for deposit to the Distribution Account, pursuant to
Section 4.11(d), to the extent required to reduce the Class C Note Principal Balance and Class D Note Principal Balance to zero, and using Investment Earnings on Spread Account, if needed	  	 	$                    	  
			
	 D.
	  	On any Transfer Date, Investment Earning on the Spread Account, after application above, to the extent not required to maintain Required Spread Account Amount pursuant to subsection 4.11(f), for distribution to the Holder of
the Transferor Interest, pursuant to subsection 4.11(b)	  	 	$                    	  
			
	 E.
	  	On any Transfer Date, after application above, excess over Required Spread Account Amount for deposit to the Finance Charge Account for application as Available Finance Charge Collections pursuant to subsection 4.11(g)	  	 	$                    	  


  
 B-3 








 Pursuant to Section 4.04, Servicer does hereby instruct Indenture Trustee (i) to make
withdrawals from the Finance Charge Account on the Transfer Date specified above, in an aggregate amount equal to the Available Finance Charge Collections, as set forth below and (ii) to apply the proceeds of such withdrawals in accordance with
subsection 4.04(a): 
  

							
	 A.
	  	Pursuant to subsection 4.04(a)(i), for deposit to the Distribution Account:	  			
			
		  	Class A Monthly Interest Payment for the related Interest Period	  	 	$                    	  
			
		  	Class A Interest Shortfall due to Class A Noteholders	  	 	$                    	  
			
		  	Class A Default Interest for the related Distribution Date	  	 	$                    	  
			
		  	Class A Default Interest previously due but not distributed to Class A Noteholders	  	 	$                    	  
			
	 B.
	  	Pursuant to subsection 4.04(a)(ii), for deposit to the Distribution Account:	  			
			
		  	Class B Monthly Interest Payment for the related Interest Period	  	 	$                    	  
			
		  	Class B Interest Shortfall due to Class B Noteholders	  	 	$                    	  
			
		  	Class B Default Interest for the related Distribution Date	  	 	$                    	  
			
		  	Class B Default Interest previously due but not distributed to Class B Noteholders	  	 	$                    	  
			
	 C.
	  	Pursuant to subsection 4.04(a)(iii), for distribution to the Servicer:	  			
			
		  	Noteholder Servicing Fee for the related Distribution Date, plus the amount of any Noteholder Servicing Fee previously due but not distributed to Servicer on a prior Distribution Date	  	 	$                    	  
			
	 D.
	  	Pursuant to subsection 4.04(a)(iv), for deposit into the Distribution Account:	  			
			
		  	Class C Monthly Interest Payment for the preceding Interest Period	  	 	$                    	  


  
 B-4 









							
		  	Class C Interest Shortfall due to Class C Noteholders	  	 	$                    	  
			
		  	Class C Default Interest for the related Distribution Date	  	 	$                    	  
			
		  	Class C Default Interest previously due but not distributed to Class C Noteholders	  	 	$                    	  
			
	 E.
	  	Pursuant to subsection 4.04(a)(v), for deposit to the Distribution Account:	  			
			
		  	Class D Monthly Interest Payment for the preceding Interest Period	  	 	$                    	  
			
		  	Class D Interest Shortfall due to Class D Noteholders	  	 	$                    	  
			
		  	Class D Default Interest for the related Distribution Date	  	 	$                    	  
			
		  	Class D Default Interest previously due but not distributed to Class D Noteholders	  	 	$                    	  
			
	 F.
	  	Pursuant to subsection 4.04(a)(vi), for deposit to the Principal Account:	  			
			
		  	Investor Default Amount to be treated as Available Principal Collections	  	 	$                    	  
			
		  	Uncovered Dilution Amount for the related Distribution Date to be treated as Available Principal Collections	  	 	$                    	  
			
	 G.
	  	Pursuant to subsection 4.04(a)(vii), for deposit to the Principal Account:	  			
			
		  	Investor Charge Offs and the amount of Reallocated Principal Collections not previously reimbursed to be treated as Available Principal Collections	  	 	$                    	  
			
	 H.
	  	Pursuant to subsection 4.04(a)(viii):	  			
			
		  	Amount to be deposited into the Reserve Account (on and after Reserve Account Funding Date)	  	 	$                    	  
			
	 I.
	  	Pursuant to subsection 4.04(a)(ix):	  			
			
		  	Amounts to be deposited into the Spread Account	  	 	$                    	  


  
 B-5 









							
			
	 J.
	  	Pursuant to subsection 4.04(a)(x):	  			
			
		  	The balance will constitute Excess Finance Charge Collections for the related Distribution Date (See III. below)	  	 	$                    	  
			
	 K.
	  	Pursuant to subsection 4.04(a)(xi):	  			
			
		  	Other amounts to be paid or deposited under the Class B Note Purchase Agreement (See III.D.(1) below)	  	 	$                    	  
			
	 L.
	  	Pursuant to subsection 4.04(a)(xii):	  			
			
		  	Other amounts to be paid or deposited under the Class C Note Purchase Agreement (See III.D.(2) below)	  	 	$                    	  
			
	 M.
	  	Pursuant to subsection 4.04(a)(xiii):	  			
			
		  	Other amounts to be paid or deposited under the Class D Note Purchase Agreement (See III.D.(3) below)	  	 	$                    	  
			
	 N.
	  	Pursuant to subsection 4.04(a)(xiv):	  			
			
		  	Any remaining amount to be paid to the Transferor (See III. E below)	  	 	$                    	  

 Pursuant to Section 4.04(b) and (c), Servicer does hereby instruct Indenture Trustee (i) to make
withdrawals from the Principal Account on the Transfer Date specified above, in an aggregate amount equal to Available Principal Collections, as set forth below, and (ii) to apply the proceeds of such withdrawals in accordance with
Section 4.04(b) and (c): 
  

							
			
	 A.
	  	Pursuant to subsection 4.04(b):	  			
			
		  	During the Revolving Period, an amount equal to the Available Principal Collections (including amounts withdrawn from the Finance Charge Account pursuant to subsections 4.04(a)(v) and (vi) and excluding Reallocated Principal
Collections) to be treated as Excess Principal Collections and applied in accordance with Section 4.08 (See III below)	  	 	$                    	  


  
 B-6 









							
			
	 B.
	  	Pursuant to subsection 4.04(c)(i):	  			
			
		  	On each Transfer Date with respect to the Accumulation Period, Monthly Principal for such Transfer Date to be deposited into the Principal Accumulation Account	  	 	$                    	  
			
	 C.
	  	Pursuant to subsection 4.04(c)(ii):	  			
			
		  	On each Transfer Date with respect to the Rapid Amortization Period, Monthly Principal for such Transfer Date to be deposited to the Distribution Account for payment to the Class A Noteholders on the related Distribution Date
until an aggregate amount equal to the Class A Note Principal Balance has been so deposited	  	 	$                    	  
			
	 D.
	  	Pursuant to subsection 4.04(c)(iii):	  			
			
		  	On each Transfer Date with respect to the Rapid Amortization Period, after giving effect to Clause (C) above, remaining Monthly Principal, if any, to be deposited to the Distribution Account for payment to the Class B
Noteholders on the related Distribution Date until an aggregate amount equal to the Class B Note Principal Balance has been so deposited	  	 	$                    	  
			
	 E.
	  	Pursuant to subsection 4.04(c)(iv):	  			
			
		  	On each Transfer Date with respect to the Rapid Amortization Period, after giving effect to Clause (D) above, remaining Monthly Principal, if any, to be deposited to the Distribution Account for payment to the Class C
Noteholders, on the related Distribution Date until an aggregate amount equal to the Class C Note Principal Balance has been so deposited	  	 	$                    	  
			
	 F.
	  	Pursuant to subsection 4.04(c)(v):	  			
			
		  	On each Transfer Date with respect to the Rapid Amortization Period, after giving effect to Clause (E) above, remaining Monthly Principal, if any, to be deposited to the Distribution Account for payment to the Class D
Noteholders, on the related Distribution Date until an aggregate amount equal to the Class D Note Principal Balance has been so deposited	  	 	$                    	  


  
 B-7 









							
			
	 G.
	  	Pursuant to subsection 4.04(c)(vi):	  			
			
		  	Any other amounts payable to the Class B Noteholder, the Class C Noteholder and the Class D Noteholder	  	 	$                    	  
			
	 H.
	  	Pursuant to subsection 4.04(c)(vii):	  			
			
		  	Available Principal Collections, if any, remaining after giving effect to Clauses (B) through (G) above, to be treated as Excess Principal Collections	  	 	$                    	  
	
	 Pursuant to Section 4.06, Servicer does hereby instruct Indenture Trustee (i) to make a withdrawal from the Principal Account on the
Transfer Date specified above, as set forth below and (ii) to apply the proceeds of such withdrawal in accordance with Section 4.06:
	     

			
		  	Reallocated Principal Collections, up to the amount required to fund any deficiency pursuant to and in the priority set forth in subsections 4.04(a)(i), (ii), (iii) and (iv) of the Indenture Supplement (after application of
Excess Finance Charge Collections from other Series and amounts available from the Reserve Account) to be deposited to the Distribution Account for payment to the Class A, Class B and Class C Noteholders or distributed to the Servicer
as set forth below	  	 	$                    	  
			
		  	
$                   
  to Distribution Account

$                   
  to Servicer
	  			
	
	 II. INSTRUCTIONS TO MAKE CERTAIN PAYMENTS ON THE DISTRIBUTION DATE ON
                    , 20     .
	   

	
	 Pursuant to Section 5.02, Servicer does hereby instruct Indenture Trustee or Paying Agent, as the case may be, to pay in accordance with
Section 5.02 from the Distribution Account or the Principal Accumulation Account, as applicable, on the Distribution Date specified above, the following amounts:
	     

			
	 A.
	  	Pursuant to subsection 5.02(a):	  			
			
	 (1)
	  	Class A Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Distribution Date to pay interest on the Class A Notes pursuant to the Indenture
Supplement	  	 	$                    	  


  
 B-8 









							
			
	 (2)
	  	Class A Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Distribution Date to pay principal of the Class A Notes pursuant to the Indenture
Supplement	  	 	$                    	  
			
	 B.
	  	Pursuant to subsection 5.02(b):	  			
			
	 (1)
	  	Class B Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Distribution Date to pay interest on the Class B Notes pursuant to the Indenture
Supplement	  	 	$                    	  
			
	 (2)
	  	Class B Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Distribution Date to pay principal of the Class B Notes pursuant to the Indenture
Supplement	  	 	$                    	  
			
	 C.
	  	Pursuant to subsection 5.02(c):	  			
			
	 (1)
	  	Class C Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Distribution Date to pay interest on the Class C Notes pursuant to the Indenture
Supplement, including amounts withdrawn from the Spread Account	  	 	$                    	  
			
	 (2)
	  	Class C Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Distribution Date to pay principal of the Class C Notes pursuant to the Indenture
Supplement	  	 	$                    	  
			
	 D.
	  	Pursuant to subsection 5.02(d):	  			
			
	 (1)
	  	Class D Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Distribution Date to pay interest on the Class D Notes pursuant to the Indenture
Supplement, including amounts withdrawn from the Spread Account	  	 	$                    	  
			
	 (2)
	  	Class D Noteholder’s pro rata share of the amounts on deposit in the Distribution Account that are allocated and available on such Distribution Date to pay principal of the Class D Notes pursuant to the Indenture
Supplement	  	 	$                    	  

  

  
 B-9 








 III. EXCESS AMOUNTS. 

Pursuant to Section 4.07 and Section 8.06 of the Indenture, Servicer does hereby instruct Indenture Trustee to apply Excess Finance
Charge Collections from all Series in Group One in the following amounts and priorities on the Transfer Date specified above: 
  

					
	A.	  	Aggregate Excess Finance Charge Collections, by Series:	  	
			
		  	Series [            ]	  	$                    
		  	Series [            ]	  	$                    
		  	Total	  	$                    
			
	B.	  	Allocated to finance charge shortfalls:	  	
			
		  	Series [            ]	  	$                    
		  	Series [            ]	  	$                    
		  	Total	  	$                    
			
	C.	  	Allocated to excess servicing fees:	  	
			
		  	Series [            ]	  	$                    
		  	Series [            ]	  	$                    
		  	Total	  	$                    
			
	D.	  	(1) Allocated to amounts to be paid or deposited under the terms of the Class B Note Purchase Agreement for payment to the Class B Noteholder pursuant to Section 4.04(a)(xi)	  	$                    
			
		  	(2) Allocated to amounts to be paid or deposited under the terms of the Class C Note Purchase Agreement for pursuant to Section 4.04(a)(xii)	  	$                    
			
		  	(3) Allocated to amounts to be paid or deposited under the terms of the Class D Note Purchase Agreement pursuant to Section 4.04(a)(xiii)	  	$                    
			
	E.	  	Remainder distributed to Holder of Transferor Interest pursuant to Section 4.04(a)(xiv)	  	$                    


  
 B-10 








 Pursuant to Section 4.08 and Sections 8.03 and 8.05 of the Indenture, Servicer does
hereby instruct Indenture Trustee to apply Excess Principal Collections from all Principal Sharing Series in Group One and, if needed, amounts on deposit in the Excess Funding Account, in the following amounts and priorities on the related
Distribution Date: 
  

					
	A.	  	Aggregate Excess Principal Collections, by Series:	  	
			
		  	Series [            ]	  	$                    
		  	Series [            ]	  	$                    
		  	Total	  	$                    
			
	B.	  	Allocated to principal shortfalls and deposited to the related Series Account:	  	
			
		  	Series [            ]	  	$                    
		  	Series [            ]	  	$                    
		  	Total	  	$                    
			
	C.	  	Allocated to variable funding series principal payments at Transferor’s direction:	  	
			
		  	Series [            ]	  	$                    
		  	Series [            ]	  	$                    
		  	Total	  	$                    
			
	D.	  	Deposited to Excess Funding Account to maintain Minimum Transferor Interest and Minimum Aggregate Principal Receivables	  	$                    
			
	E.	  	Remainder distributed to Holder of Transferor Interest	  	$                    

 IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
            day of                     , 20    . 

 

			
	FIRST NATIONAL BANK OF OMAHA, as Servicer
		
	By	 	 
	Name	 	 
	Title	 	 



  
 B-11 








 EXHIBIT C 

FORM OF MONTHLY REPORT TO NOTEHOLDERS 

FIRST NATIONAL MASTER NOTE TRUST SERIES 2013-2 

The undersigned, a duly authorized representative of First National Bank of Omaha (“FNBO”), as Servicer pursuant to the First Amended and Restated
Transfer and Servicing Agreement dated as of December 20, 2012 (as amended, the “Transfer and Servicing Agreement”) by and between FNBO, as Servicer, First National Funding LLC, as Transferor, and First National Master Note Trust, as
Issuer, does hereby certify as follows: 
 (a) The rights of the Issuer under the Transfer and Servicing Agreement have been assigned to U.S. Bank National
Association as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (the “Indenture Trustee”), under the First Amended and Restated Master Indenture dated as of December 20, 2012 (the
“Indenture”), by and between Issuer and the Indenture Trustee, and acknowledged by Transferor and Servicer, as supplemented by the Series 2013-2 Indenture Supplement, dated as of October 24, 2013, by and between Issuer and
Indenture Trustee, and acknowledged by Transferor and Servicer (the “Supplement”). Capitalized terms used in this report have their respective meanings set forth in the Supplement. References herein to certain sections and subsections are
references to the respective sections and subsections of the Supplement. This report is delivered pursuant to Section 5.03(a) of the Supplement. 
 (b)
FNBO is the Servicer under the Transfer and Servicing Agreement. 
 (c) The undersigned is a Servicing Officer. 

(d) With respect to this Certificate: 
  

			
	The Monthly Period is:	 	  

	The Determination Date is:	 	  

	The Record Date is:	 	  

	The Transfer Date is:	 	  

	The Distribution Date is:	 	  

	The Controlled Accumulation Date is:	 	  

	The Interest Period begins:	 	  

	The Interest Period ends:	 	  

	Number of days in Interest Period:	 	  

	 [Show by class if different]
	 	

 (e) To the knowledge of the undersigned, there are no Liens on any Receivables in the Trust except as described below: 

[If applicable, insert “None”.] 

(f) To the knowledge of the undersigned, no Series 2013-2 Pay Out Event and no Trust Pay Out Event has occurred except as described below: 

[If applicable, insert “None”] 







 (g) As of the date hereof the Available Spread Account Amount equals the Required Spread Account Amount and, if
the Reserve Account Funding Date has occurred, the Available Reserve Account Amount equals the Required Reserve Account Amount. 
 A. INFORMATION
REGARDING THE PERFORMANCE OF THE RECEIVABLES 
  

					
	1.	  	Number of Accounts at Beginning of Monthly Period	  	  

		  	Number of Accounts at End of Monthly Period	  	  

		  	Average Account Balance at End of Monthly Period	  	  

			
	2.	  	Principal Receivables	  	
		  	(a) Beginning of Monthly Period	  	  

		  	(b) End of Monthly Period	  	  

		  	(c) Average Principal Receivables at End of Monthly Period	  	  

			
	3.	  	Increase in Principal Receivables from Account Additions	  	  

		  	Increase in Finance Charge Receivables from Account Additions	  	  

		  	Increase in Total Receivables from Account Additions	  	  

			
	4.	  	Decrease in Principal Receivables from Removed Accounts	  	  

		  	Decrease in Finance Charge Receivables from Removed Accounts	  	  

		  	Decrease in Total Receivables from Removed Accounts	  	  

			
	5.	  	Delinquent Balances	  	

  

					
	 Delinquency Category
	  	 Aggregate Account Balance
	  	 Percentage of Total Receivables

	 (a) 30 to 59 days
	  	  
	  	  

	 (b) 60 to 89 days
	  	  
	  	  

	 (c) 90 to 119 days
	  	  
	  	  

	 (d) 120 to 149 days
	  	  
	  	  

	 (e) 150 or more days
	  	  
	  	  

	 Total:
	  	  
	  	  



  
 C-2 









					
	6.	  	Aggregate amount of Collections	  	  

			
		  	(a) Total Collections	  	  

		  	(b) Total Principal Collections	  	  

		  	(c) Total Finance Charge Collections	  	  

		  	(d) Aggregate Allocation Percentages for Outstanding Series	  	  

		  	(e) Aggregate Allocation Percentages of Principal Collections	  	  

		  	(f) Aggregate Allocation Percentages of Finance Charge Collections	  	  

			
	7.	  	Aggregate amount of Principal Receivables in Accounts which became Defaulted Accounts during the Monthly Period	  	  

			
	8.	  	Servicer Interchange	  	  

			
	9.	  	The aggregate amount of Finance Charge Collections for the Receivables Trust for the Monthly Period	  	
			
		  	(a) Interchange	  	  

		  	(b) Recoveries	  	  

		  	(c) Finance Charges and Fees	  	  

		  	(d) Discount Receivables	  	  

		  	Total	  	  

			
	10.	  	Aggregate Uncovered Dilution Amount for the Monthly Period	  	  

			
	11.	  	End of Monthly Period Trust Receivables	  	  


 B. OUTSTANDING SECURITIES INFORMATION (TRUST LEVEL) 

 

					
	1.	  	Outstanding principal balance of all securities secured by pool assets (sum of all Series)	  	
		  	(a) At end of prior Distribution Date	  	  

		  	(b) Increase due to new securities issued	  	  

		  	(c) Decrease due to principal payments	  	  

		  	(d) Increases in variable securities	  	  

		  	(e) Decreases in variable securities	  	  

		  	(f) At end of Distribution Date	  	  


 C. INFORMATION REGARDING THE SERIES 2013 NOTES 

 

					
	1.	  	Collateral Amount at the close of business on the prior Distribution Date	  	  

		  	(a) Reductions due to Investor Charge-Offs (including Uncovered Dilution Amounts) made on the Distribution Date	  	  

		  	(b) Reimbursements to be made on the Distribution Date from Available Finance Charge Collections	  	  

		  	(c) Collateral Amount at the close of business on the Distribution Date	  	  

			
	2.	  	Note Principal Balance at the close of business on the prior Distribution Date	  	
		  	(a) Class A Note Principal Balance	  	  



  
 C-3 









					
		  	(b) Class B Note Principal Balance	  	  

		  	(c) Class C Note Principal Balance	  	  

		  	(d) Class D Note Principal Balance	  	  

		  	 Total Note Principal Balance
	  	  

			
	3.	  	Series Allocation Percentages for the Monthly Period	  	
			
		  	(a) Principal Collections	  	  

		  	(b) Finance Charge Collections	  	  

		  	(c) Default Amounts	  	  

			
	4.	  	Investor Principal Collections processed during the Monthly Period and allocated to the Series	  	  

			
	5.	  	Excess Principal Collections available from other Group I Series allocated to the Series	  	  

			
	6.	  	Aggregate amounts treated as Available Principal Collections pursuant to subsections 4.04(a)(vi) and (vii)	  	  

			
	7.	  	Reallocated Principal Collections (up to the Monthly Principal Reallocation Amount) applied pursuant to Section 4.06	  	  

			
	8.	  	AVAILABLE PRINCIPAL COLLECTIONS (4+5+6-7)	  	  

			
	9.	  	Principal Accumulation Investment Earnings	  	  

			
	10.	  	Investor Finance Charge Collections (including Interchange and Recoveries) processed during the Monthly Period	  	  

			
	11.	  	Excess Finance Charge Collections from Group I allocated to the Series	  	  

			
	12.	  	Reserve Account withdrawals pursuant to Section 4.10(b) or (d)	  	  

			
	13.	  	Excess amounts from Spread Account treated as Available Finance Charge Collections pursuant to Section 4.11(g)	  	  

			
	14.	  	AVAILABLE FINANCE CHARGE COLLECTIONS (9+10+11+12+13)	  	  

			
	15.	  	Available Finance Charge Collections were allocated in the following priority:	  	
			
		  	(a) to Class A Noteholders,	  	
		  	 Class A Monthly Interest
	  	  

		  	 Class A Interest Shortfall
	  	  

		  	 Class A Default Amount
	  	  

		  	 Class A Default Amount previously due but not distributed
	  	  

		  	 Total
	  	  



  
 C-4 









					
		  	(b) to Class B Noteholders,	  	
		  	 Class B Monthly Interest
	  	  

		  	 Class B Interest Shortfall
	  	  

		  	 Class B Default Amount
	  	  

		  	 Class B Default Amount previously due but not distributed
	  	  

		  	 Total
	  	  

			
		  	(c) to Servicer, the Noteholder Servicing Fee	  	
		  	 (after adjustment for Servicer Interchange shortfall, if any)
	  	  

			
		  	(d) to Class C Noteholders,	  	  

		  	 Class C Monthly Interest
	  	  

		  	 Class C Interest Shortfall
	  	  

		  	 Class C Default Amount
	  	  

		  	 Class C Default Amount previously due but not distributed
	  	  

		  	 Total
	  	  

			
		  	(e) to the Class D Noteholders:	  	
		  	 Class D Monthly Interest
	  	  

		  	 Class D Interest Shortfall
	  	  

		  	 Class D Default Amount
	  	  

		  	 Class D Default Amount previously due but not distributed
	  	  

		  	 Total
	  	  

			
		  	(f) Investor Default Amount and Uncovered Dilution Amount were included in Available Principal Collections	  	  

			
		  	(g) Investor Charge-Offs and Reallocated Principal Collections not previously reimbursed were included in Available Principal Collections	  	  

			
		  	(h) to Reserve Account, excess of Required Reserve Account Amount over the Available Reserve Account Amount	  	  

			
		  	(i) to Spread Account, excess of Required Spread Account Amount over Available Spread Account Amount	  	  

			
		  	(j) balance constitutes Excess Finance Charge Collections	  	  

			
		  	(k) amounts required to be deposited or paid under the Class B Note Purchase Agreement	  	  

			
		  	(l) amounts required to be deposited or paid under the Class C Note Purchase Agreement	  	  

			
		  	(m) amounts required to be deposited or paid under the Class D Note Purchase Agreement	  	  

			
		  	(n) balance to the Transferor	  	  



  
 C-5 









							
	16.	 	Available Principal Charge Collections were allocated in the following priority:	  	
				
		 	(a)	  	during Revolving Period, treated as Excess Principal Collections	  	                     
				
		 	(b)	  	with respect to Accumulation Period,	  	
		 		  	 (i)     Monthly Principal deposited to Principal Accumulation Account
	  	                     
		 		  	 (ii)    balance treated as Excess Principal Collections
	  	                     
				
		 	(c)	  	with respect to Rapid Amortization Period,	  	
		 		  	 (i)     Monthly Principal to Class A Noteholders up to Class A Note Principal Balance
	  	                     
		 		  	 (ii)    Monthly Principal to Class B Noteholders up to Class B Note Principal Balance
	  	                     
		 		  	 (iii)  Monthly Principal to Class C Noteholders up to Class C Note Principal Balance
	  	                     
		 		  	 (iv)   Monthly Principal to Class D Noteholders up to Class D Note Principal Balance
	  	                     
		 		  	 (v)    balance treated as Excess Principal Collections
	  	                     
			
	17.	 	Excess funds were allocated in the following order of priority:	  	
				
		 	(a)	  	Excess Finance Charge Collections,	  	
		 		  	 (i)     to other Excess Allocation Series in Group One, for finance charge shortfalls
	  	                     
		 		  	 (ii)    to the Successor Servicer, for unpaid excess servicing fees
	  	                     
		 		  	 For this Series
	  	                     
		 		  	 For other Series
	  	                     
		 		  	 (iii)  remaining amount to be allocated pursuant to 15(k), (l), (m) and (n)
	  	                     
				
		 	(b)	  	Excess Principal Collections,	  	
		 		  	 (i)     to other Excess Allocation Series in Group One, for principal shortfalls
	  	                     
		 		  	 (ii)    applied as principal for variable funding Certificates or Notes in Group One
	  	                     
		 		  	 (iii)  the balance to Holder of Transferor Interest
	  	
                     

			
	18.	 	Principal Receivables in Accounts which became Defaulted Accounts during the Monthly Period which were allocated to the Series	  	
		 	(a)	  	Default Amount	  	                     
		 	(b)	  	Allocation Percentage (B.3.(c) above)	  	
		 	(c)	  	Total Investor Default Amount (axb)	  	                     
			
	19.	 	Uncovered Dilution Amount allocated to the Series for the Monthly Period	  	
		 	(a)	  	Dilutions not covered by Transferor	  	
		 	(b)	  	Allocation Percentage (B.3(c) above)	  	
		 	(c)	  	Total Uncovered Dilution Amount (axb)	  	                     


  
 C-6 









							
	20.	 	Investor Charge-Offs (including any Uncovered Dilution Amount not covered by Transferor) for the Monthly Period	  	                     
			
	21.	 	Ratings of the Class A Notes	  	
		 	Moody’s	  	                     
		 	S&P	  	                     
		 	Fitch	  	                     
		 		  		  	
			
	22.	 	Note Interest Rate for the Monthly Period	  	
		 	(a)	  	Class A Note Interest Rate	  	                     
		 	(b)	  	Class B Note Interest Rate	  	                     
		 	(c)	  	Class C Note Interest Rate	  	                     
		 	(d)	  	Class D Note Interest Rate	  	                     
			
	23.	 	Ending Note Principal Balance on the Distribution Date, after taking into account distributions on the Notes:	  	
		 	(a)	  	Class A Note Principal Balance	  	                     
		 	(b)	  	Class B Note Principal Balance	  	                     
		 	(c)	  	Class C Note Principal Balance	  	                     
		 	(d)	  	Class D Note Principal Balance	  	                     
		 	Total Note Principal Balance	  	                     

 D. QUARTERLY NET YIELD 
  

																									
	 	 	[            ]
Monthly Period	 	 	[             ]
Monthly Period	 	 	[            ]
Monthly Period	 
							
	 Yield
	 	 	[    ]%	  	 				 	 	[    ]%	  	 				 	 	[    ]%	  	 			
							
	 Less Investor Default Amt (18c)
	 	 	[    ]%	  	 				 	 	[    ]%	  	 				 	 	[    ]%	  	 			
							
	 Less Uncovered Dilution Amt (19c)
	 	 	[    ]%	  	 				 	 	[    ]%	  	 				 	 	[    ]%	  	 			
		 	  
	  
	 	 				 	  
	  
	 	 				 	  
	  
	 	 			
	 (a) Portfolio Yield
	 				 	 	[    ]%	  	 				 	 	[    ]%	  	 				 	 	[    ]%	  
							
	 Monthly Interest
	 	 	[    ]%	  	 				 	 	[    ]%	  	 				 	 	[    ]%	  	 			
							
	 Plus Noteholder Servicing Fee
	 	 	[    ]%	  	 				 	 	[    ]%	  	 				 	 	[    ]%	  	 			
		 	  
	  
	 	 				 	  
	  
	 	 				 	  
	  
	 	 			
	 (b) Base Rate
	 				 	 	[    ]%	  	 				 	 	[    ]%	  	 				 	 	[    ]%	  
		 				 	  
	  
	 	 				 	  
	  
	 	 				 	  
	  
	 
	 (a)–(b) = Net Yield Percentage
	 				 	 	[    ]%	  	 				 	 	[    ]%	  	 				 	 	[    ]%	  
	 Quarterly Net Yield for Distribution Date [    ]%
	 				 				 				 				 				 			

 E. INFORMATION REGARDING THE PRINCIPAL ACCUMULATION ACCOUNT 

 

					
	1.	  	Opening Principal Accumulation Account Balance on the Distribution Date	  	                     
			
	2.	  	Controlled Deposit Amount to be deposited to the Principal Accumulation Account on the Distribution Date	  	
		  	 (a)    Controlled Accumulation Amount
	  	                     
		  	 (b)    Accumulation Shortfall
	  	                     
		  	 (c)    Controlled Deposit Amount (a+b)
	  	                     


  
 C-7 









			
	 3.      Amounts withdrawn from the Principal Accumulation Account for distribution to Noteholders on the
Distribution Date
	    	
	 (a)    Distribution in reduction of the Class A Notes
	    	  

	 (b)    Distribution in reduction of the Class B Notes
	    	  

	 (c)    Distribution in reduction of the Class C Notes
	    	  

	 (d)    Distribution in reduction of the Class D Notes
	    	  

		
	 4.      Principal Accumulation Account ending balance after deposit/withdrawal on the Distribution
Date
	    	  


  

	F.	INFORMATION REGARDING THE SPREAD ACCOUNT 

  

			
	 1.      Opening Available Spread Account Amount on the Distribution Date
	    	  

		
	 2.      Aggregate amount required to be withdrawn pursuant to Section 4.11(c) for distribution to
Class C Noteholders pursuant to Section 4.04(a)(iv) and the Class D Noteholders pursuant to Section 4.04(a)(v)
	    	
		
	 3.      Aggregate amount required to be withdrawn pursuant to Section 4.11(d) or Section 4.11(e) for
distribution in reduction of the Class C Note Principal Balance and the Class D Note Principal Balance
	    	  

		
	 4.      Spread Account Percentage for the Distribution Date
	    	  

		
	 5.      Closing Required Spread Account Amount for the Distribution Date
	    	  

		
	 6.      Amount on deposit in Spread Account after required withdrawals on the Distribution Date (1-(2+3))
	    	  

		
	 7.      Spread Account Deficiency, if any (5 minus 6)
	    	  

		
	 8.      Amounts deposited pursuant to Section 4.04(a)(viii) or 4.10(e)
	    	  

		
	 9.      Remaining Spread Account Deficiency, if any (7 minus 8)
	    	  

		
	 10.    Spread Account Surplus, if any (6 minus 5), included in Available Finance Charge Collections
	    	  

		
	 G.     INFORMATION REGARDING THE RESERVE ACCOUNT
	    	
		
	 1.      Reserve Account Funding Date
	    	  

		
	 2.      Opening Available Reserve Account Amount on the Distribution Date
	    	  



  
 C-8 









			
		
	 3.      Aggregate amount required to be withdrawn pursuant to Section 4.10(d) for inclusion in
Available Finance Charge Collections:
	    	
	 (a)    Covered Amount
	    	  

	 (b)    Principal Accumulation Investment Earnings
	    	  

	 (c)    Reserve Draw Amount (a MINUS b)
	    	  

		
	 4.      Required Reserve Account Amount
	    	  

		
	 5.      Reserve Account Surplus
(4-(2-3))
	    	  

		
	 H.     INFORMATION REGARDING ACCUMULATION PERIOD
	    	
		
	 1.      Accumulation Period Length (months)
	    	  

		
	 2.      Controlled Accumulation Amount (as recalculated, if Accumulation Period Length is shortened
pursuant to Section 4.13)
	    	  



  
 C-9 








 IN WITNESS thereof, the undersigned has duly executed and delivered this Certificate
the     day of                     , 20    . 

 

			
	 FIRST NATIONAL BANK OF OMAHA,

Servicer

		
	By	 	 
	Name	 	 
	Title	 	 



  
 C-10 








 ATTACHMENT 1 

TO 
 FORM OF MONTHLY
REPORT TO NOTEHOLDERS 
 SERVICER’S CERTIFICATE 

The undersigned, a duly authorized representative of First National Bank of Omaha (“FNBO”), as Servicer pursuant to the First
Amended and Restated Transfer and Servicing Agreement dated as of December 20, 2012, as amended (the “Transfer and Servicing Agreement”), by and between FNBO, as Servicer, First National Funding LLC, as Transferor, and First National
Master Note Trust, as Issuer, does hereby certify as follows: 
  

					
			
	1.	  	The Transferor Interest is less than Minimum Transferor Interest	  	[Yes][No]
			
		  	(a) Transferor Interest as of the Determination Date	  	___________
		  	(b) Minimum Transferor Interest as of the Determination Date	  	___________

			
	2.	  	The Aggregate Principal Receivables is less than the Minimum Aggregate Principal Receivables	  	[Yes][No]
			
		  	(a) Aggregate Principal Receivables as of the Determination Date	  	___________

		  	(b) Minimum Aggregate Principal Receivables as of the Determination Date	  	___________

			
	3.	  	Are there any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments? If the answer is yes, please describe.	  	[Yes][No]
			
	4.	  	Are there any material breaches of representations and warranties relating to the pool assets or material breaches of covenants under the Transaction Documents? If the answer is yes, please describe.	  	[Yes][No]
			
	5.	  	Are there any material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new pool assets? If the
answer is yes, please describe.	  	[Yes][No]
			
	6.	  	Are there any material changes to the pool assets? If the answer is yes, please describe.	  	[Yes][No]


  
 C-11 








 IN WITNESS thereof, the undersigned has duly executed and delivered this Certificate the
    day of                     , 20    . 

 

			
	 FIRST NATIONAL BANK OF OMAHA,

Servicer

		
	By	 	 
	Name	 	 
	Title	 	 



  
 C-12 








 EXHIBIT D 

FORM OF MONTHLY SERVICER’S CERTIFICATE 

FIRST NATIONAL BANK OF OMAHA 

FIRST NATIONAL MASTER NOTE TRUST, SERIES 2013-2 

The undersigned, a duly authorized representative of First National Bank of Omaha (“FNBO”), as Servicer pursuant to the First
Amended and Restated Transfer and Servicing Agreement, dated as of December 20, 2012 (the “Transfer and Servicing Agreement”), among First National Funding LLC, as Transferor, First National Bank of Omaha, as Servicer and First
National Master Note Trust, as Issuer, does hereby certify as follows: 
 1. Capitalized terms used in this Certificate have their
respective meanings set forth in the Transfer and Servicing Agreement or the First Amended and Restated Master Indenture dated as of December 20, 2012 (the “Master Indenture”), between Issuer and U.S. Bank National Association, as
successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“Indenture Trustee”) as supplemented by the Series 2013-2 Indenture Supplement, dated as of October 24,
2013, between Issuer and Indenture Trustee (as amended and supplemented, the “Indenture Supplement”) and together with the Master Indenture, the “Indenture”), as applicable. 

2. FNBO is, as of the date hereof, Servicer under the Transfer and Servicing Agreement. 

3. The undersigned is an Authorized Officer of Servicer. 

4. This Certificate relates to the Distribution Date occurring
on                     , 20    . 

5. As of the date hereof, to the best knowledge of the undersigned, Servicer has performed in all material respects all of its obligations
under the Transfer and Servicing Agreement and the Indenture through the Monthly Period preceding such Distribution Date [or, if there has been a default in the performance of any such obligation, set forth in detail the (i) nature of such
default, (ii) the action taken by Servicer, if any, to remedy such default and (iii) the current status of each such default]; if applicable, insert “None”. 

6. As of the date hereof, to the best knowledge of the undersigned, no Pay Out Event occurred on or prior to such Distribution Date. 







 IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this
    day of                     , 20    . 

 

			
	FIRST NATIONAL BANK OF OMAHA, as Servicer
		
	By	 	 
	Name	 	 
	Title	 	 



  
 D-2 








 EXHIBIT E 

FORM OF INVESTOR CERTIFICATION 

[DATE] 
 U.S. Bank National Association, 

    as Indenture Trustee 
 60 Livingston
Avenue 
 EP-MN-WS3D 
 St. Paul, MN 55107 

Re: First National Master Note Trust, Series 2013-2 

Ladies and Gentlemen: 
 In connection with the
issuance of the First National Master Note Trust, Class [            ] Note, Series 2013-2 (the “Notes”), we confirm that: 

1. We agree to be bound by the restrictions and conditions set forth in the First Amended and Restated Master Indenture, dated as of
December 20, 2012, as supplemented by the Series 2013-2 Indenture Supplement thereto, dated as of October 24, 2013 (collectively, the “Indenture”), each by and between First National Master Note Trust, as Issuer, and U.S. Bank
National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), and agree to be bound thereby, and not reoffer, resell, pledge or otherwise transfer (any such act, a
“Transfer”) the Notes except in compliance with such restrictions and conditions. 
 2. We understand that the Notes have not been
and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law. We further agree and understand that the Notes may be reoffered, resold, pledged or otherwise transferred only in
compliance with the Securities Act and other applicable laws and (i) when pursuant to a transaction complying with the requirements of Rule 144A under the Securities Act only to a person that we reasonably believe is a qualified
institutional buyer within the meaning of Rule 144A (a “QIB”) purchasing for its own account or a QIB purchasing for the account of a QIB, whom we have informed, in each case, that the reoffer, resale, pledge or other transfer is
being made in reliance on Rule 144A or (ii) to an “accredited investor”, as defined in Rule 501 promulgated under the Securities Act, purchasing for its own account or to an “accredited investor” purchasing for a single
account (which is an institutional “accredited investor”) as to which the purchaser exercises sole investment discretion. 
 3. We
are [a QIB purchasing for our own account] [a QIB purchasing for the account of a QIB] [an “accredited investor” acquiring the Notes for our own account or for a single account which is an institutional “accredited investor” as
to which we exercise sole investment discretion]. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any account for which we are
acting are each able to bear the economic risk of our or its investment. 







 4. We are acquiring the Notes purchased by us for investment purposes and not with a view to, or
for offer or sale in connection with, any distribution in violation of the Securities Act. 
 5. We hereby agree that we will not resell or
otherwise transfer the Notes or any interest therein unless the purchaser thereof provides or has provided to the addressee hereof a letter substantially in the form hereof. We further understand that, on any proposed resale, pledge or transfer of
any Notes, we will be required to furnish to the Trustee and the Registrar such certification and other information as the Trustee or the Registrar may reasonably require to confirm that the proposed sale complies with the foregoing restrictions and
with the restrictions and conditions of the Notes and the Indenture pursuant to which the Notes were issued. We further understand that Notes purchased by us will bear a legend to the foregoing effect. 

6. We are not (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”)) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, which is subject to Section 4975 of the Code, (iii) a governmental plan, non-U.S.
plan or church plan, subject to any federal, state or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (iv) an entity whose underlying assets include plan assets
by reason of an employee benefit plan’s or other plan’s investment in such entity, or (v) a person investing “plan assets” of any such plan (including, for purposes of clauses (iv) and (v), any insurance company general
account, but excluding any entity registered under the Investment Company Act of 1940, as amended). [For Class B Notes][For Class C Notes] [For Class D Notes]. 

7. The person signing this letter on behalf of the ultimate beneficial purchaser of the Notes has been duly authorized by such beneficial
purchaser of the Notes to do so, and this letter has been duly executed and delivered and constitutes the legal, valid and binding obligation of the purchaser, enforceable against the purchaser in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors’ rights generally and general principles of equity. 

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 
  

			
	Very truly yours,
	
	[Name of Purchaser]
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
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