EXHIBIT 10.71
AGREEMENT TO EXTEND THE TERMINATION DATE FOR THE
WAREHOUSE NOTE PURCHASE AND SECURITY AGREEMENT
THIS AGREEMENT TO EXTEND THE TERMINATION DATE FOR THE WAREHOUSE NOTE
PURCHASE AND SECURITY AGREEMENT, dated as of May 1, 2004 (this "Extension
Agreement"), among Nelnet Education Loan Funding, Inc. (the "Borrower"), Bank of
America, N.A., as a facility agent, Deutsche Bank AG, New York Branch, as a
facility agent, Societe Generale, as a facility agent, and Bank of America,
N.A., as administrative agent (the "Administrative Agent"), extends the
Termination Date (as described herein) for the Warehouse Note Purchase and
Security Agreement, dated as of May 1, 2003 (as amended and supplemented, the
"Warehouse Agreement"), among the Borrower, Xxxxx Fargo Bank Minnesota, National
Association, as trustee (the "Trustee"), Xxxxx Fargo Bank Minnesota, National
Association, as eligible lender trustee (the "Eligible Lender Trustee"), XX XXXX
Trust, as a conduit lender, Bank of America, N.A., as a facility agent and an
alternate lender, Gemini Securitization Corp. and Sedona Capital Funding Corp.,
as conduit lenders, Deutsche Bank AG, New York Branch, as a facility agent and
an alternate lender, Xxxxxx Capital Corporation, as a conduit lender, Societe
Generale, as a facility agent and an alternate lender, and the Administrative
Agent. Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Warehouse Agreement.
RECITALS
WHEREAS, the definition of Termination Date in Section 1.01 of the
Warehouse Agreement provides that the Warehouse Agreement will terminate on the
earliest to occur of (a) May 14, 2004 (unless such date is extended pursuant to
Section 2.16 of the Warehouse Agreement); (b) any date designated by the
Borrower as the date for terminating the entire Maximum Financing Amount
pursuant to Section 2.03 of the Warehouse Agreement; (c) the date of the
declaration or automatic occurrence of the Termination Date pursuant to Article
VII of the Warehouse Agreement; and (d) the occurrence of a Program Support
Termination Event; and
WHEREAS, Section 2.16 of the Warehouse Agreement provides that the
Termination Date with respect to each Facility Group may be extended beyond May
14, 2004 by a written agreement among the Borrower, such Facility Agent and the
Administrative Agent, with notice to the Trustee, the Eligible Lender Trustee,
Xxxxx'x and S&P; and
WHEREAS, Section 2.16 of the Warehouse further provides that no renewal
fee will be charged on each renewal prior to the third anniversary of the date
of the Warehouse Agreement; and
WHEREAS, the Borrower, Bank of America, N.A., as the Facility Agent for
the Bank of America Facility Group, Deutsche Bank AG, New York Branch, as the
Facility Agent for the Deutsche Bank Facility Group, Societe Generale, as the
Facility Agent for the Societe Generale Facility Group, and the Administrative
Agent have each agreed to extend the Termination Date to May 13, 2005, unless
the Warehouse Agreement is earlier terminated pursuant to paragraphs (b), (c) of
(d) of the definition of Termination Date.
NOW THEREFORE, in consideration of the premises and the agreements
contained in the Warehouse Agreement, the parties to this Extension Agreement
hereby agree to extend the date contained in paragraph (a) of the definition of
Termination Date from May 14, 2004 to May 13, 2005; and the Borrower shall cause
notice of such extension of the Termination Date to be given to the Trustee, the
Eligible Lender Trustee, Xxxxx'x and S&P pursuant to Section 2.16 of the
Warehouse Agreement.
IN WITNESS WHEREOF, the parties have caused this Extension Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
THE BORROWER:
NELNET EDUCATION LOAN FUNDING, INC.
By /S/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
THE BANK OF AMERICA FACILITY AGENT:
BANK OF AMERICA, N.A.
By /S/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Vice President
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THE DEUTSCHE BANK FACILITY AGENT:
DEUTSCHE BANK AG, NEW YORK BRANCH
By /S/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: Managing Director
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By /S/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: Vice President
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THE SOCIETE GENERALE FACILITY AGENT:
SOCIETE GENERALE
By /S/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: Director
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By /S/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: Director
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THE ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.
By /S/ Xxxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Vice President
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