Exhibit 10.56
February 20, 0000
Xxxxxxxx Xxxx XX, Xxx Xxxx Branch
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Pursuant to Section 2.03 of the Warehouse Note Purchase and Security
Agreement, dated as of May 1, 2003 (as amended, the "Warehouse Note Purchase and
Security Agreement"), among Nelnet Education Loan Funding, Inc. (the
"Borrower"), Xxxxx Fargo Bank Minnesota, National Association, as trustee, Xxxxx
Fargo Bank Minnesota, National Association, as 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., as a conduit lender, 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 Bank of America, N.A., as administrative agent, the
Borrower hereby request that the Deutsche Bank Facility Group increase its
Commitment under the Warehouse Note Purchase and Security Agreement from
$350,000,000 to $600,000,000 effective on March 1, 2004. Please acknowledge your
acceptance, as the Deutsche Bank Facility Agent on behalf of the Deutsche Bank
Facility Group, of this increase in the Commitment of Deutsche Bank AG, New York
Branch, as Alternate Lender, for the Deutsche Bank Facility Group by executing
and returning this letter to us. Your execution of this letter shall constitute
the written evidence that the Deutsche Bank Facility Group has agreed to
increase its Commitment pursuant to Section 2.03 of the Warehouse Note Purchase
and Security Agreement.
On the effective date of such increase, being March 1, 2004, the
Borrower will provide Deutsche Bank AG, New York Branch, as the Deutsche Bank
Facility Agent, with a replacement Senior Note in the maximum principal amount
of $570,000,000 and a replacement Subordinate Note in the maximum principal
amount of $30,000,000 in exchange for the existing Senior Note and Subordinate
Note issued to the Deutsche Bank Facility Group.
Capitalized terms used in this letter and not defined herein shall have
the meanings assigned to such terms in the Warehouse Note Purchase and Security
Agreement.
Very truly yours,
NELNET EDUCATION LOAN FUNDING, INC.
By /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
ACCEPTED AND AGREED TO:
DEUTSCHE BANK AG, NEW YORK BRANCH,
as Deutsche Bank Facility Agent
By /s/ Xxxxx XxXxxxxx
--------------------------------
Title: /s/ Managing Director
--------------------------
By /s/ Xxxxxxx Xxxx
-------------------------------
Title: /s/ Vice President
--------------------------
cc: Xxxxx Fargo Bank Minnesota, National Association
0xx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Corporate Trust Department
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