FOURTH AMENDMENT OF AMENDED AND RESTATED PARTICIPATION AGREEMENT
Exhibit 10.1
FOURTH AMENDMENT OF
AMENDED AND RESTATED PARTICIPATION AGREEMENT
AMENDED AND RESTATED PARTICIPATION AGREEMENT
This Fourth Amendment of the Amended and Restated Participation Agreement (the “Amendment”) is
made and entered into as of this 1st day of August, 2005, by and between and Union Bank and Trust
Company, a Nebraska banking corporation and trust company, solely in its capacity as trustee of
various grantor trusts known as Short Term Federal Investment Trusts or other grantor trusts
(“Union Bank”) and National Education Loan Network, Inc., a Nevada corporation (“Nelnet”).
WHEREAS, the parties hereto entered into that certain Amended and Restated Participation
Agreement dated as of June 1, 2001, as amended (the “Agreement”), and the parties hereto wish to
amend the Agreement under the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein
contained, the parties hereto agree as follows:
1. Definitions. Unless otherwise expressly stated herein, capitalized terms in this
Amendment shall have the same meanings given to them in the Agreement.
2. Change in Definition of Nelnet’s Fee. For purposes of Section 1.03 of the
Agreement, Nelnet’s Fee shall be defined to equal the difference between (i) the total of interest
received with respect to such Eligible Loans contained in a participation certificate, and (ii) an
amount equal to 21 basis points (0.21%) above the average of the bond equivalent rates of the
quotes of 3-month commercial paper (financial) rates in effect for each of the days in such quarter
as reported by the Federal Reserve in Publication H-15 (or its successor) for the relevant 3-month
period, multiplied by the average aggregate principal balance of all Eligible Loans covered by said
participation certificate. Payments shall be distributed on a monthly basis, on the first business
day of each month.
3. Effect of Amendment. This Amendment shall be effective as of the date first set
forth above. Unless expressly modified or amended by this Amendment, all terms and provision
contained in the Agreement shall remain in full force and effect without modification.
Union Bank and Trust Company | National Education Loan Network, Inc. | |||||
By:
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/s/ Xxx Xxxxxxxxxx | By: | /s/ Xxxxx Xxxxxx | |||
Title:
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Senior Vice President | Title: | Chief Financial Officer | |||