EX-4.6



 EXECUTION COPY 
 EXHIBIT 4.6 
  

 
  

FIRST AMENDED AND RESTATED 
 ADMINISTRATION AGREEMENT 
 Dated as of December 20, 2012 

 
  

FIRST NATIONAL MASTER NOTE TRUST, 
 as Issuer, 
 and 

FIRST NATIONAL BANK OF OMAHA, 
 as Administrator 
 FIRST NATIONAL MASTER NOTE TRUST 

 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
			
	 Section 1.
	 	Duties of Administrator	  	 	2	  
			
	 Section 2.
	 	Records	  	 	7	  
			
	 Section 3.
	 	Compensation	  	 	7	  
			
	 Section 4.
	 	Additional Information To Be Furnished to Issuer	  	 	7	  
			
	 Section 5.
	 	Independence of Administrator	  	 	7	  
			
	 Section 6.
	 	No Joint Venture	  	 	7	  
			
	 Section 7.
	 	Other Activities of Administrator	  	 	7	  
			
	 Section 8.
	 	Term of Agreement; Resignation and Removal of Administrator	  	 	7	  
			
	 Section 9.
	 	Action Upon Termination, Resignation or Removal	  	 	9	  
			
	 Section 10.
	 	Notices	  	 	9	  
			
	 Section 11.
	 	Amendments	  	 	9	  
			
	 Section 12.
	 	Successors and Assigns	  	 	10	  
			
	 Section 13.
	 	Governing Law	  	 	10	  
			
	 Section 14.
	 	Headings	  	 	10	  
			
	 Section 15.
	 	Counterparts	  	 	10	  
			
	 Section 16.
	 	Severability	  	 	10	  
			
	 Section 17.
	 	Not Applicable to FNBO in Other Capacities	  	 	11	  
			
	 Section 18.
	 	Limitation of Liability of Owner Trustee	  	 	11	  
			
	 Section 19.
	 	Third-party Beneficiary	  	 	11	  
			
	 Section 20.
	 	Nonpetition Covenants	  	 	11	  
			
	 Section 21.
	 	Successor Administrator	  	 	11	  
			
	 EXHIBIT A
	 	FORM OF POWER OF ATTORNEY	  			








 FIRST AMENDED AND RESTATED 

ADMINISTRATION AGREEMENT 
 THIS FIRST AMENDED AND RESTATED ADMINISTRATION AGREEMENT, dated as of December 20, 2012 (this “Agreement”), between FIRST NATIONAL MASTER NOTE TRUST, a statutory trust
organized and existing under the laws of the State of Delaware (“Issuer”), and FIRST NATIONAL BANK OF OMAHA, a national banking association, as administrator (“Administrator”) amends and restates the Administration
Agreement, dated as of October 24, 2002, as amended by First Amendment to Administration Agreement, dated as of May 18, 2009 (the “Existing Agreement”).  

W I T N E S S E T H : 
 WHEREAS, Issuer has entered into a First Amended and Restated Master Indenture, dated as of December 20, 2012 between Issuer and The Bank of New York Mellon Trust Company, N.A., as indenture trustee
(“Indenture Trustee”) (the “Indenture”), which amends and restates, in its entirety, the Master Indenture, dated as of October 24, 2002, as amended by First Amendment to Master Indenture, dated as of November 17, 2003
(the “Prior Indenture”), to provide for the issuance of its asset backed notes (the “Notes”) from time to time pursuant to one or more indenture supplements. Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in Annex A to the Indenture; and 
 WHEREAS, Issuer has entered into certain agreements in
connection with the issuance of the Notes, the issuance of the Transferor Interest and transactions related thereto, including (i) the Transfer and Servicing Agreement, (ii) the Trust Agreement and (iii) the Indenture (the Transfer
and Servicing Agreement, the Trust Agreement and the Indenture, and all Indenture Supplements being hereinafter referred to collectively as the “Related Agreements”); and 

WHEREAS, pursuant to the Related Agreements, Issuer and Owner Trustee are required to perform certain duties in connection with
(a) the Notes and the Collateral and (b) the Transferor Interest; and 
 WHEREAS, Issuer and Owner Trustee desire to
have Administrator perform certain of the duties of Issuer and Owner Trustee referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as Issuer and Owner
Trustee may from time to time request; and 
 WHEREAS, Administrator has the capacity to provide the services required hereby
and is willing to perform such services for Issuer and Owner Trustee on the terms set forth herein; and 
 WHEREAS, the parties
wish to amend and restate the Existing Agreement in its entirety; 
 NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 







 Section 1. Duties of Administrator. 

(a) Duties With Respect to the Related Agreements. Administrator shall consult
with Owner Trustee regarding the duties of Issuer and Owner Trustee under the Related Agreements. Administrator shall monitor the performance of Issuer and shall advise Owner Trustee when action is necessary to comply with Issuer’s or Owner
Trustee’s duties under the Related Agreements. Administrator shall prepare for execution by Issuer or Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, orders,
certificates and opinions as it shall be the duty of Issuer or Owner Trustee to prepare, file or deliver pursuant to any Related Agreement. In furtherance of the foregoing, Administrator shall take all appropriate action that it is the duty of
Issuer or Owner Trustee to take pursuant to the Related Agreements (other than the duties of the Owner Trustee pursuant to the Trust Agreement), including such of the foregoing as are required with respect to the following matters under the
Indenture (references are to sections of the Indenture): 
 (i) the preparation of or obtaining of
the documents and instruments required for cancellation or execution, authentication and delivery of the Notes (whether upon initial issuance, transfer or exchange, or otherwise), if any, and delivery of the same to Indenture Trustee (if applicable)
(Section 2.03, 2.05, 2.06, 2.11(c) or 2.14); 
 (ii) the duty to cause the Note Register to be kept, to
appoint a successor Transfer Agent and Registrar, if necessary, and to give Indenture Trustee prompt notice of any appointment of a new Transfer Agent and Registrar and the location, or change in location, of the Note Register (Section 2.05);

 (iii) the furnishing of Indenture Trustee, Servicer, any Noteholder or the Paying Agent with the names and
addresses of Noteholders after receipt of a written request therefor from Indenture Trustee, Servicer, any Noteholder or the Paying Agent, respectively, or as otherwise specified in the Indenture (Sections 2.09(a) and 7.01); 

(iv) the giving of directions (including Issuer Orders) relating to the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents required for the release of collateral (Section 8.07); 
 (v) the duty to cause Issuer to maintain an office or agency within New York (and as otherwise set forth in an Indenture Supplement) and to give Indenture Trustee and the Noteholders notice of the
location, or change in location, of such office or agency (Section 3.02); 
 (vi) the duty to direct
Indenture Trustee to deposit with any Paying Agent the sums specified in the Indenture and the preparation of an Issuer Order directing the investment of such funds in Permitted Investments (Section 3.03); 

  
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 (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to
Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); 

(viii) the direction to Paying Agents to pay to Indenture Trustee all sums held in trust by such Paying Agents
(Section 3.03); 
 (ix) the duty to cause Issuer to keep in full force its existence, rights and franchises
as a Delaware statutory trust and the obtaining and preservation of Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the
Notes, the Collateral and each other related instrument and agreement (Section 3.04); 
 (x) the preparation
of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments necessary to protect, maintain and enforce the Collateral (Section 3.05); 

(xi) the obtaining of the Opinion of Counsel on each Closing Date and the annual delivery of an Opinion of Counsel as to
the Collateral (Section 3.06); 
 (xii) the identification to Indenture Trustee in an Officer’s
Certificate of any Person (other than Administrator) with whom Issuer has contracted to assist it in performing its duties under the Indenture (Section 3.07(b)); 

(xiii) the preparation of and causing the delivery of notice by Issuer to the Rating Agencies of the occurrence of any
Servicer Default of which Issuer has knowledge and the action, if any, being taken in connection with such default (Section 3.07(d)); 
 (xiv) the delivery to Indenture Trustee and the Rating Agencies, within 120 days after the end of each fiscal year of Issuer, of an Officer’s Certificate with respect to various matters relating
to compliance with the Indenture (Section 3.09); 
 (xv) the preparation and obtaining of documents,
certificates, opinions and instruments required in connection with the consolidation or merger by Issuer with or into any other Person or the sale of Issuer’s assets substantially as an entirety to any Person (Section 3.10); 

(xvi) the delivery of notice to Indenture Trustee and the Rating Agencies of (A) each Event of Default or Pay Out
Event, (B) each default by Servicer or Transferor under the Transfer and Servicing Agreement and (C) each default by the RPA Seller under the Receivables Purchase Agreement, together with any required status report and action plan
(Sections 3.17 and 5.02); 

  
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 (xvii) the monitoring of Issuer’s obligations as to the satisfaction
and discharge of the Indenture and the preparation and delivery of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); 

(xviii) causing the delivery to the Rating Agencies of a copy of a notice relating to the rescission and annulment of a
declaration of acceleration of a Series of Notes made by Holders of the Notes, which notice was provided by Holders of the Notes to Issuer (Section 5.03); 
 (xix) the compliance with any directive of Indenture Trustee with respect to the sale of the Collateral if an Event of Default shall have occurred and be continuing and the Notes have been accelerated
(Section 5.05); 
 (xx) the preparation and delivery of an Officer’s Certificate to be delivered to
Indenture Trustee and the delivery of such Officer’s Certificate to the Noteholders (Section 6.03(b)); 

(xxi) the removal of Indenture Trustee, if necessary and in compliance with the Indenture, and the appointment of a
successor, and notifying the Rating Agencies of same (Section 6.08); 
 (xxii) causing the delivery to the
Rating Agencies of a copy of a notice relating to a proposed merger by Indenture Trustee, which notice was provided by Indenture Trustee to Issuer (Section 6.09); 

(xxiii) the preparation and delivery of various reports to be filed with Indenture Trustee and the Commission, as
applicable (Section 7.03); 
 (xxiv) notifying Indenture Trustee if and when the Notes are listed (or
delisted) on any stock exchange (Section 7.04); 
 (xxv) the preparation and delivery of an Issuer Order and
Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Sections 8.07 and 8.08); 

(xxvi) the preparation and delivery of Issuer Orders, agreements, certificates, instruments, consents and other documents
and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 3.07(f), 10.01, 10.02 and 10.03); 
 (xxvii) the execution of new Notes conforming to any supplemental indenture (Section 10.06); 
 (xxviii) the preparation and delivery of all Officers’ Certificates, Opinions of Counsel and, if necessary, Independent Certificates with respect to any requests by Issuer to Indenture Trustee to
take any action under the Indenture (Section 12.01(a)); 

  
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 (xxix) the preparation and delivery of Officers’ Certificates and the
obtaining of Independent Certificates, if necessary, in connection with the deposit of any Collateral or other property or securities with Indenture Trustee that is to be made the basis for the release of property from the lien of the Indenture
(Section 12.01(b)); 
 (xxx) the preparation and delivery to Noteholders and Indenture Trustee of any
agreements with respect to alternate payment and notice provisions (Section 12.06); and 
 (xxxi) compliance
with the provisions of the Transfer and Servicing Agreement, each Indenture Supplement and the Trust Agreement applicable to Issuer. 
 (b) Additional Duties. 
 (i) In addition to the
duties of Administrator set forth above, but subject to Sections 1(c)(ii) and 5 of this Agreement, Administrator shall perform all duties and obligations of Issuer under the Related Agreements, and shall perform such calculations and shall
prepare, or shall cause the preparation by other appropriate persons, of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of Issuer or Owner Trustee to prepare, file or deliver pursuant to the
Related Agreements and shall administer the Trust in the interest of the Holders of the Transferor Interest, and at the request of Issuer shall take all appropriate action that it is the duty of Issuer or Owner Trustee to take pursuant to the
Related Agreements. Subject to Sections 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of Issuer, Administrator shall administer, perform or supervise the performance of such other activities in connection with the
Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by Owner Trustee and are reasonably within the capability of Administrator. 

(ii) Administrator shall perform any duties expressly required to be performed by Administrator under the Trust Agreement,
including the preparation of tax returns pursuant to Section 5.07 of the Trust Agreement. 
 (iii) In
carrying out the foregoing duties or any of its other obligations under this Agreement, Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or
dealings shall be in accordance with any directions received from Issuer and shall be, in Administrator’s opinion, no less favorable to Issuer than would be available from unaffiliated parties. 

  
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 (iv) It is the intention of the parties hereto that Administrator shall, and
Administrator hereby agrees to, (A) prepare, file and deliver on behalf of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of Issuer to prepare, file or deliver pursuant to the Related
Agreements, including any filings, reports, notices, applications and registrations with the Commission, and (B) seek any consents or authorizations from the Commission and any state authority on behalf of Issuer, in each case as may be
necessary or advisable to comply with any federal or state securities or reporting requirements laws and to the extent not provided by Servicer in accordance with Section 3.11 of the Transfer and Servicing Agreement. In furtherance thereof,
Owner Trustee shall, on behalf of Issuer, execute and deliver to Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto,
appointing Administrator the attorney-in-fact of Issuer for the purpose of executing on behalf of Issuer all such documents, reports, filings, instruments, certificates and opinions. 

(c) Nonministerial Matters. 

(i) With respect to matters that in the reasonable judgment of Administrator are nonministerial, Administrator shall not
take any action unless within a reasonable time before the taking of such action, Administrator shall have notified Issuer of the proposed action and Issuer shall not have withheld consent or provided an alternative direction. For the purpose of the
preceding sentence, “nonministerial matters” shall include: 
 (A) the amendment of or any supplement
to the Indenture; 
 (B) the initiation of any claim or lawsuit by Issuer and the compromise of any action,
claim or lawsuit brought by or against Issuer (other than in connection with the collection or enforcement of the Collateral); 
 (C) the amendment, change or modification of the Related Agreements; 
 (D) the appointment of successor Transfer Agent and Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators, or the
consent to the assignment by the Transfer Agent and Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and 
 (E) the removal of Indenture Trustee. 
 (ii) Notwithstanding
anything to the contrary in this Agreement, Administrator shall not be obligated to, and shall not, (A) make any payments from its own funds to the Noteholders, the Holders of the Transferor Interest or


  
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any other Person under the Related Agreements, (B) sell the Receivables (or interests therein) pursuant to Section 5.05 of the Indenture other than pursuant to a written directive of
Indenture Trustee or (C) take any other action that Issuer directs Administrator not to take on its behalf. 

Section 2. Records. Administrator shall maintain appropriate books of account and records relating to services performed
hereunder, which books of account and records shall be accessible for inspection by Issuer, Owner Trustee, Indenture Trustee, Servicer and Transferor at any time during normal business hours. 

Section 3. Compensation. As compensation for the performance of Administrator’s obligations under this Agreement,
Administrator shall be entitled to $100 per month which shall be payable in accordance with Section 3.02 of the Transfer and Servicing Agreement. Transferor shall be responsible for payment of Administrator’s fees (to the extent not paid
pursuant to Section 3.02 of the Transfer and Servicing Agreement). 
 Section 4. Additional Information To Be
Furnished to Issuer. Administrator shall furnish to Issuer from time to time such additional information regarding the Collateral as Issuer shall reasonably request. 
 Section 5. Independence of Administrator. For all purposes of this Agreement, Administrator shall be an independent contractor and shall not be subject to the supervision of Issuer or Owner
Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by Issuer, Administrator shall have no authority to act for or represent Issuer or Owner Trustee in any way
and shall not otherwise be deemed an agent of Issuer or Owner Trustee. 
 Section 6. No Joint Venture. Nothing
contained in this Agreement shall (i) constitute Administrator and either of Issuer or Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) be construed
to impose any liability as such on any of them or (iii) be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. 

Section 7. Other Activities of Administrator. Nothing herein shall prevent Administrator or its Affiliates from engaging in
other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of Issuer, Owner Trustee or
Indenture Trustee. 
 Section 8. Term of Agreement; Resignation and Removal of Administrator.

 (a) This Agreement shall continue in force until the termination of Issuer, upon which event this Agreement
shall automatically terminate. 
 (b) Subject to Section 8(e) below, Administrator may resign its duties
hereunder by providing Issuer with at least 60 days’ prior written notice. 

  
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 (c) Subject to Section 8(e) below, Issuer may remove Administrator
without cause by providing Administrator with at least 60 days’ prior written notice. 
 (d) Subject to
Section 8(e) below, at the sole option of Issuer, Administrator may be removed immediately upon written notice of termination from Issuer to Administrator if any of the following events shall occur: 

(i) Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such
default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within 30 days such assurance of cure as shall be reasonably satisfactory to Issuer); 

(ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall
not have been vacated within 60 days, in respect of Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, conservator, liquidator, assignee,
custodian, trustee, sequestrator or similar official for Administrator or any substantial part of its property or order the winding up or liquidation of its affairs; or 

(iii) Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for
Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors, shall admit in writing its
inability to pay its debts generally as they become due or shall fail generally to pay its debts as they become due. 
 Administrator agrees that if any event specified in clause (ii) or (iii) of this Section 8(d) shall occur, it shall give written notice thereof to Issuer and Indenture Trustee within
seven days after the happening of such event. After obtaining knowledge of any event specified in clause (i), (ii) or (iii) of this Section 8(d), Issuer shall give prompt written notice thereof to the Rating Agencies.

 (e) No resignation or removal of Administrator pursuant to this Section 8 shall be effective until
(i) a successor Administrator shall have been appointed by Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as Administrator is bound hereunder; and
(iii) the Rating Agency Condition shall have been satisfied with respect to the proposed appointment of the successor Administrator. 

  
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 Section 9. Action Upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or the resignation or removal of Administrator pursuant to Section 8(b), (c) or (d), respectively, Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination, resignation or removal. Administrator shall forthwith upon such termination pursuant to Section 8(a) deliver to Transferor all property and documents of or relating to the
Collateral then in the custody of Administrator. In the event of the resignation or removal of Administrator pursuant to Section 8(b), (c) or (d), respectively, Administrator shall cooperate with Issuer and take all reasonable steps
requested to assist Issuer in making an orderly transfer of the duties of Administrator. 
 Section 10. Notices. Any
notice, report or other communication given hereunder shall be in writing and addressed as follows: 
 (a)
if to Issuer or Owner Trustee, to the Corporate Trust Office of Owner Trustee, with a copy to Administrator; 

(b) if to Administrator, to First National Bank of Omaha, 1620 Dodge Street, Stop Code 3395, Omaha, Nebraska 68197-3395, Attention: Treasurer; 
 (c) if to Indenture Trustee, to The Bank
of New York Mellon Trust Company, N.A., Suite 1020, 2 North LaSalle Street, Chicago, Illinois 60602, Attention: Structured Finance Services; 
 (d) if to Transferor, to First National Funding LLC, 1620 Dodge Street, Stop Code 3395, Omaha, Nebraska 68197-3395, Attention: President. 

or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed
given if such notice is mailed by first class mail, postage prepaid, or hand delivered to the address of such party as provided above, except that notices to Indenture Trustee, Transferor, Administrator or Issuer are effective only upon receipt.

 Section 11. Amendments. This Agreement may be amended from time to time, by a written amendment duly executed and
delivered by Issuer and Administrator, with the written consent of Owner Trustee (as such and in its individual capacity), without the consent of any of the Noteholders, the Holders of the Transferor Interest or the Transferor to cure any ambiguity,
to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Noteholders or the
Holders of the Transferor Interest in a manner not inconsistent with the provisions of this Agreement and the other Transaction Documents; provided, however, that such amendment will not, as evidenced by an Officer’s Certificate of
Administrator addressed and delivered to Owner Trustee, materially and adversely affect the interests of any Noteholder or the Holders of the Transferor Interest. 

This Agreement may also be amended from time to time, by a written amendment duly executed and delivered by Issuer
and Administrator, with the written consent of Owner Trustee (as such and in its individual capacity), the Holders of Notes evidencing not less than 662/3% of the Outstanding Amount of the Notes and Transferor, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or modifying 

  
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in any manner the rights of Noteholders or the Holders of the Transferor Interest under this Agreement; provided, however, that, without the consent of the Holders of all of the Notes then
Outstanding, no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the
Noteholders or (b) reduce the aforesaid portion of the Outstanding Amount of the Notes, the Holders of which are required to consent to any such amendment. 
 Prior to the execution of any such amendment or consent, Administrator shall furnish written notification of the substance of such amendment or consent to each Rating Agency. Promptly after the execution
of any such amendment or consent, Administrator shall furnish written notification of the substance of such amendment or consent to Indenture Trustee. 
 It shall not be necessary for the consent of Noteholders pursuant to this Section 11 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof. 
 Section 12. Successors and Assigns. This Agreement may not be assigned by
Administrator unless such assignment is previously consented to in writing by Issuer, Transferor and Owner Trustee (as such and in its individual capacity) and subject to the satisfaction of the Rating Agency Condition in respect thereof. An
assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by Administrator
without the consent of Issuer, Transferor, Owner Trustee or the Rating Agencies to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to Administrator, provided that such successor organization
executes and delivers to Issuer, Transferor and Owner Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as Administrator is bound hereunder. Subject
to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto. 
 Section 13.
Governing Law. THIS AGREEMENT 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 14. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement. 

Section 15. Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall together
constitute but one and the same agreement. 
 Section 16. Severability. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

  
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 Section 17. Not Applicable to FNBO in Other Capacities. Nothing in this
Agreement shall affect any obligation FNBO may have in any other capacity, other than as Administrator. 

Section 18. Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this
instrument has been signed by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of Issuer and in no event shall Wilmington Trust Company in its individual capacity or any beneficial owner of Issuer
have any liability for the representations, warranties, covenants, agreements or other obligations of Issuer hereunder, as to all of which recourse shall be had solely to the assets of Issuer. For all purposes of this Agreement, in the performance
of any duties or obligations hereunder, 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 19. Third-party Beneficiary. Owner Trustee is a
third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. 

Section 20. Nonpetition Covenants. Notwithstanding any prior termination of this Agreement, neither Owner Trustee nor
Administrator shall at any time institute against Issuer, or Transferor, or solicit or join or cooperate with or encourage any institution against Issuer or Transferor of any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Administration Agreement or any of the other Transaction Documents; provided, however, that this
Section 20 shall not operate to preclude any remedy described in Article V of the Indenture. 

Section 21. Successor Administrator. In the event of a servicing transfer pursuant to Article VII of the Transfer and
Servicing Agreement, the successor servicer under the Transfer and Servicing Agreement shall, upon the date of such servicing transfer, become the successor Administrator hereunder. 

[Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the day and year first above written. 
  

			
	 FIRST NATIONAL MASTER NOTE TRUST
  

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
	
	FIRST NATIONAL BANK OF OMAHA, as Administrator
		
	By	 	/s/ Timothy D. Hart
	Name	 	Timothy D. Hart
	Title	 	Senior Vice President


  

			
	 Acknowledged and accepted:
  

FIRST NATIONAL FUNDING LLC, as Transferor
  

By First National Funding Corporation, its Managing Member

		
	By	 	/s/ Karlyn M. Knieriem
	Name	 	Karlyn M. Knieriem
	Title	 	Senior Vice President

 ADMINISTRATION AGREEMENT SIGNATURE PAGE 







 EXHIBIT A 
 FORM OF POWER OF ATTORNEY 
 STATE OF DELAWARE
          ) 

                         
                            ) 
 COUNTY OF NEWCASTLE     ) 
 KNOW ALL MEN BY THESE PRESENTS,
that First National Master Note Trust, a Delaware statutory trust (“Trust”), does hereby make, constitute and appoint First National Bank of Omaha, as Administrator under the Administration Agreement (as defined below), and its agents and
attorneys, as Attorneys-in-Fact to execute on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Related Agreements (as
defined in the Administration Agreement), including to appear for and represent the Trust in connection with the preparation, filing and audit of federal, state and local tax returns pertaining to the Trust, and with full power to perform any and
all acts associated with such returns and audits that the Trust could perform, including the right to distribute and receive confidential information, defend and assert positions in response to audits, initiate and defend litigation, and to execute
waivers of restriction on assessments of deficiencies, consents to the extension of any statutory or regulatory time limit, and settlements. For the purpose of this Power of Attorney, the term “Administration Agreement” means the First
Amended and Restated Administration Agreement, dated as of December 20, 2012, between the Trust and First National Bank of Omaha, as Administrator, and as such may be amended from time to time. 

This power of attorney is coupled with an interest and shall survive and not be affected by the subsequent bankruptcy or dissolution of
the Trust. 







 All powers of attorney for this purpose heretofore filed or executed by the Trust are hereby
revoked. 
 EXECUTED this             day of December, 2012.

  

			
	 FIRST NATIONAL MASTER NOTE TRUST
  

By WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee

		
	By	 	 
	Name	 	 
	Title