Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
By and Between
NELNET STUDENT LOAN TRUST 2004-4
and
ZIONS FIRST NATIONAL BANK,
as Trustee
Relating To
Amendments to the Indenture of Trust
Dated as of July 1, 2007
ARTICLE I
SHORT TITLE, DEFINITIONS AND AUTHORITY
Section 1.01. Short Title.................................................2
Section 1.02. Definitions.................................................2
Section 1.03. Authority...................................................2
ARTICLE II
AMENDMENTS TO THE ORIGINAL INDENTURE
Section 2.01. Amendment to the Definition of "Principal Distribution
Amount" in the Original Indenture...........................2
Section 2.02. Amendment to Section 5.03 of the Original Indenture.........2
Section 2.03. Effect of this First Supplemental Indenture.................2
ARTICLE III
MISCELLANEOUS
Section 3.01. First Supplemental Indenture Construed with
Original Indenture........................................3
Section 3.02. Original Indenture as Supplemented to Remain in Effect......3
Section 3.03. Severability................................................3
Section 3.04. Confirmation of Actions.....................................3
Section 3.05. Governing Law...............................................3
Section 3.06. Execution in Counterparts...................................3
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of July 1, 2007 (this "First
Supplemental Indenture"), is entered into by and between NELNET STUDENT LOAN
TRUST 2004-4 (the "Issuer"), a statutory trust duly organized and existing under
the laws of the State of Delaware, and ZIONS FIRST NATIONAL BANK, a national
banking association (the "Trustee"), and amends and supplements the Indenture of
Trust, dated as of September 1, 2004 (the "Original Indenture"), among the
Issuer, the Trustee and Zions First National Bank, as eligible lender trustee.
Capitalized terms used, but not defined, herein shall have the meanings ascribed
to such terms in the Original Indenture.
WHEREAS, the Issuer has issued Notes pursuant to the terms and
provisions of the Original Indenture and used the proceeds therefrom to, among
other uses, purchase Eligible Loans; and
WHEREAS, pursuant to the terms of the Original Indenture, the Issuer is
required to reduce the Outstanding Amount of the Notes by the Principal
Distribution Amount on each Quarterly Distribution Date; and
WHEREAS, the Principal Distribution Amount is defined in the Original
Indenture to be (a) with respect to the initial Quarterly Distribution Date, the
amount by which the sum of the Outstanding Amount of the Notes exceeds the
Adjusted Pool Balance as of the last day of the initial Collection Period and
(b) with respect to each subsequent Quarterly Distribution Date, the excess of
(i) the Adjusted Pool Balance as of the last day of the Collection Period
preceding the related Collection Period, less (ii) the Adjusted Pool Balance as
of the last day of the related Collection Period, plus the amount, if any, of
the Principal Distribution Amount due on the prior Quarterly Distribution Date
that was not paid and, on the October 25, 2005 Quarterly Distribution Date, any
amount transferred to the Collection Fund from the Capitalized Interest Fund on
that Quarterly Distribution Date; and
WHEREAS, in connection with the issuance of the Notes, the Issuer
deposited $16,508,085 to the Capitalized Interest Fund; and
WHEREAS, on the October 25, 2005 Quarterly Distribution Date, the Issuer
transferred the $16,508,085 on deposit in the Capitalized Interest Fund to the
Collection Fund and, pursuant to the definition of "Principal Distribution
Amount" and Section 5.03 of the Original Indenture, added the $16,508,085
transferred from the Capitalized Interest Fund to the Collection Fund to the
Principal Distribution Amount for such Quarterly Distribution Date; and
WHEREAS, neither the definition of "Pool Balance" nor the definition of
"Adjusted Pool Balance" under the Original Indenture included amounts on deposit
in the Capitalized Interest Fund (which exclusion, pursuant to clause (a) of the
definition of Principal Distribution Amount, already required the Issuer to
reduce the Outstanding Amount of the Notes by the amount originally deposited to
the Capitalized Interest Fund); and
WHEREAS, the duplicative provisions requiring the Issuer to reduce the
Outstanding Amount of the Notes by the amount transferred from the Capitalized
Interest Fund to the Collection Fund on the October 25, 2005 Quarterly
Distribution Date has caused the Adjusted Pool Balance to exceed the Outstanding
Amount of the Notes by the $16,508,085 originally deposited to the Capitalized
Interest Fund; and
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WHEREAS, the Issuer desires to amend the terms of the Original Indenture
to eliminate the double counting of the amount originally deposited to the
Capitalized Interest Fund in the Principal Distribution Amount; and
WHEREAS, Section 8.01(k) of the Original Indenture permits the Issuer
and the Trustee, without the consent of or notice to any of the Registered
Owners of any Obligations, to enter into any indenture or indentures
supplemental to the Original Indenture to make any change with a Rating
Confirmation; and
WHEREAS, the Trustee has received a Rating Confirmation with respect to
this First Supplemental Indenture.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
ARTICLE I
SHORT TITLE, DEFINITIONS AND AUTHORITY
SECTION 1.01. SHORT TITLE. This First Supplemental Indenture shall be
known as and may be designated by the short title "First Supplemental
Indenture".
SECTION 1.02. DEFINITIONS. All words and phrases defined in the Original
Indenture shall have the same meaning in this First Supplemental Indenture.
SECTION 1.03. AUTHORITY. This First Supplemental Indenture is executed
pursuant to the provisions of the Original Indenture.
ARTICLE II
AMENDMENTS TO THE ORIGINAL INDENTURE
SECTION 2.01. AMENDMENT TO THE DEFINITION OF "PRINCIPAL DISTRIBUTION
AMOUNT" IN THE ORIGINAL INDENTURE. The definition of "Principal Distribution
Amount" in the Original Indenture is hereby amended by deleting the clause "and
on the October 25, 2005 Quarterly Distribution Date, any amount transferred to
the Collection Fund from the Capitalized Interest Fund on that Quarterly
Distribution Date" at the end of the first sentence thereof.
SECTION 2.02. AMENDMENT TO SECTION 5.03 OF THE ORIGINAL INDENTURE.
Section 5.03 of the Original Indenture is hereby amended by deleting the clause
"and any such amount transferred shall be an addition to the Class A Principal
Distribution Amount for the October 2005 Quarterly Distribution Date" at the end
of such Section.
SECTION 2.03. EFFECT OF THIS FIRST SUPPLEMENTAL INDENTURE. The effect of
this First Supplemental Indenture will be to reduce the Principal Distribution
Amount on the July 25, 2007 Quarterly Distribution Date by $16,508,085 (and to
reduce the Principal Distribution Amount on any future Quarterly Distribution
Date until the $16,508,085 amount is eliminated).
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ARTICLE III
MISCELLANEOUS
SECTION 3.01. FIRST SUPPLEMENTAL INDENTURE CONSTRUED WITH ORIGINAL
INDENTURE. All of the provisions of this First Supplemental Indenture shall be
deemed to be and construed as part of the Original Indenture to the same extent
as if fully set forth therein.
SECTION 3.02. ORIGINAL INDENTURE AS SUPPLEMENTED TO REMAIN IN EFFECT.
Save and except as herein supplemented by this First Supplemental Indenture, the
Original Indenture shall remain in full force and effect.
SECTION 3.03. SEVERABILITY. In any section, paragraph, clause or
provision of this First Supplemental Indenture shall for any reason be held to
be invalid or unenforceable, the invalidity or unenforceability of such section,
paragraph, clause or provision shall not affect any of the remaining provisions
of this First Supplemental Indenture.
SECTION 3.04. CONFIRMATION OF ACTIONS. All action (not inconsistent with
the provisions of this First Supplemental Indenture) heretofore taken by the
Issuer, directed toward the transaction contemplated by this First Supplemental
Indenture is hereby ratified, approved and confirmed.
SECTION 3.05. GOVERNING LAW. This First Supplemental Indenture shall be
construed in accordance with the laws of the State of New York.
SECTION 3.06. EXECUTION IN COUNTERPARTS. This First Supplemental
Indenture may be executed in any number of counterparts, each of which, when so
executed and delivered, shall be an original; but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Issuer has caused this First Supplemental
Indenture to be executed in its organizational name and behalf by its Delaware
Trustee, and the Trustee, to evidence its acceptance of the trusts hereby
created, has caused this First Supplemental Indenture to be executed in its
organizational name and behalf, all in multiple counterparts, each of which
shall be deemed an original, and the Issuer and the Trustee have caused this
First Supplemental Indenture to be dated as of the date herein above first
shown.
NELNET STUDENT LOAN TRUST 2004-4,
a Delaware statutory trust
By: WILMINGTON TRUST COMPANY, not in its
individual capacity or personal
capacity but solely in its capacity
as Delaware Trustee
By /s/ XXXXX XXXXXXX
-------------------------------------
Name Xxxxx Xxxxxxx
-----------------------------------
Title
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ZIONS FIRST NATIONAL BANK, as Trustee
By /s/ XXXXX X. XXXX
-------------------------------------
Xxxxx X. Xxxx, Vice President
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