Exhibit 99.3
ADMINISTRATION AGREEMENT
among
NELNET STUDENT LOAN TRUST 2002-1,
as Issuer
WILMINGTON TRUST COMPANY,
as Delaware Trustee,
ZIONS FIRST NATIONAL BANK,
as Indenture Trustee
and
NELNET, INC.,
as Administrator
Dated as of May 1, 2002
Table of Contents
Page
Section 1. Duties of the Administrator.....................................2
Section 2. Statements to Registered Owners.................................3
Section 3. Annual Statements as to Compliance; Notice of Default;
Financial Statements............................................4
Section 4. Representations of Administrator................................4
Section 5. Liability of Administrator; Indemnities.........................5
Section 6. Limitation on Liability of Administrator and Others.............7
Section 7. Administrator May Own Notes.....................................7
Section 8. Records.........................................................7
Section 9. Compensation....................................................7
Section 10. Additional Information to be Furnished..........................7
Section 11. Independence of the Administrator...............................7
Section 12. No Joint Venture................................................8
Section 13. Other Activities of the Administrator...........................8
Section 14. Term of Agreement; Resignation and Removal of Administrator.....8
Section 15. Action upon Termination, Resignation or Removal.................9
Section 16. Notices.........................................................9
Section 17. Amendments.....................................................10
Section 18. Successors and Assigns.........................................10
Section 19. Governing Law..................................................11
Section 20. Headings.......................................................11
Section 21. Counterparts...................................................11
Section 22. Severability...................................................11
Section 23. Limitation of Liability of Delaware Trustee and Indenture
Trustee........................................................11
Section 24. No Petition....................................................11
EXHIBIT A POWER OF ATTORNEY
EXHIBIT B ADMINISTRATOR INSTRUCTION CERTIFICATE
THIS ADMINISTRATION AGREEMENT dated as of May 1, 2002 (as amended from
time to time, this "Administration Agreement"), among NELNET STUDENT LOAN TRUST
2002-1, a Delaware business trust (the "Issuer"), WILMINGTON TRUST COMPANY, a
Delaware trust company, not in its individual capacity but solely as Delaware
Trustee (the "Delaware Trustee"), ZIONS FIRST NATIONAL BANK, a national banking
association, not in its individual capacity but solely as Indenture Trustee (in
such capacity, the "Indenture Trustee") and NELNET, INC., a Nevada corporation,
as Administrator (the "Administrator"),
W I T N E S S E T H :
WHEREAS, the Issuer will issue its (a) Student Loan Asset-Backed Notes
(the "Notes") pursuant to an Indenture of Trust, dated as of May 1, 2002,
between the Issuer and the Indenture Trustee (together with any Supplemental
Indentures and any amendments thereto made in accordance with their respective
terms, the "Indenture"); and (b) its Trust Certificates pursuant to an Amended
and Restated Trust Agreement, dated as of May 1, 2002 (the "Trust Agreement"),
between the Delaware Trustee and Nelnet Student Loan Funding, LLC, as sponsor
(together with its successors in interest, the "Sponsor"); and
WHEREAS, pursuant to an Eligible Lender Trust Agreement dated as of May
1, 2002 (the "Eligible Lender Agreement"), between the Issuer and Zions First
National Bank, as eligible lender trustee (the "Eligible Lender Trustee"), the
Eligible Lender Trustee shall hold legal title to the Financed Eligible Loans
acquired by the Issuer as beneficial owner; and
WHEREAS, pursuant to the Indenture, the Issuer is assigning its
interests in the Financed Eligible Loans and other collateral (the "Collateral")
to the Indenture Trustee; and
WHEREAS, the Issuer and the Delaware Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Delaware
Trustee referred to in the Indenture, the Trust Agreement, the Derivative
Products, the Servicing Agreement, the Student Loan Purchase Agreement, the
Custodian Agreements and the Eligible Lender Trust Agreement (each defined in
the Indenture) (collectively, the "Basic Documents") and any other documents
signed by the Delaware Trustee on behalf of the Issuer or required by the Higher
Education Act with respect to the Financed Eligible Loans (collectively with the
Basic Documents, the "Trust Related Agreements") and to provide such additional
services consistent with the terms of this Administration Agreement and the
Trust Related Agreements as the Issuer and the Delaware Trustee may from time to
time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Delaware Trustee on the terms set forth herein;
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:
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Basic Documents.
SECTION 1. DUTIES OF THE ADMINISTRATOR.
(a) DUTIES WITH RESPECT TO THE TRUST RELATED AGREEMENTS. The
Administrator is authorized and directed to execute and deliver on
behalf of the Trust the Basic Documents to which the Trust is a party
and each certificate or other document attached as an exhibit to or
contemplated by such Basic Documents, to the extent not otherwise
executed and delivered by the Trust. The Administrator agrees to perform
all its duties as Administrator, the duties of the Issuer under the
Trust Related Agreements and to act as Calculation Agent under the
Derivative Products. In addition, the Administrator shall consult with
the Delaware Trustee regarding the duties of the Issuer and the Delaware
Trustee under the Trust Related Agreements. The Administrator shall
monitor the performance of the Issuer and shall advise the Indenture
Trustee and the Delaware Trustee when action is necessary to comply with
the Issuer's duties under the Trust Related Agreements. The
Administrator shall prepare for execution by the Issuer, or shall cause
the preparation by other appropriate persons or entities of, all such
documents, reports, filings, instruments, certificates and opinions that
it shall be the duty of the Issuer to prepare, file or deliver pursuant
to the Trust Related Agreements. In furtherance of the foregoing, the
Administrator shall take all appropriate action that is the duty of the
Issuer to take pursuant to the Trust Related Agreements or under the
Higher Education Act.
(b) ADDITIONAL DUTIES.
(i) In addition to the duties of the Administrator set
forth above, the Administrator shall perform, or cause to be
performed, its duties and obligations and the duties and
obligations of the Delaware Trustee on behalf of the Issuer
under the Trust Agreement.
(ii) In furtherance of the foregoing, the Issuer shall
execute and deliver to the Administrator 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 the Administrator the attorney-in-fact of the
Issuer for the purpose of executing on behalf of each of the
Issuer all such documents, reports, filings, instruments,
certificates and opinions.
(iii) In carrying out the foregoing duties or any of its
other obligations under this Administration Agreement, the
Administrator may enter into transactions 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 the Issuer or the Delaware Trustee and
shall be, in the Administrator's opinion, no less favorable to
the Issuer than would be available from unaffiliated parties.
(iv) In carrying out any of its obligations under this
Administration Agreement, the Administrator may act either
directly or through agents, attorneys, accountants, independent
contractors or auditors and enter into agreements with any of
them.
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(c) NON-MINISTERIAL MATTERS.
(i) With respect to matters that in the reasonable
judgment of the Administrator are non-ministerial, the
Administrator shall not be under any obligation to take any
action, and in any event shall not take any action, unless the
Administrator shall have received instructions from the Delaware
Trustee or the Sponsor. For the purpose of the preceding
sentence, "non-ministerial matters" shall mean.
(A) the amendment of or any supplement to the
Trust Related Agreements;
(B) the initiation of any action, claim or
lawsuit by the Issuer and the compromise of any action,
claim or lawsuit brought by or against the Issuer,
except for actions, claims or lawsuits initiated in the
ordinary course of business by the Issuer or its agents
or nominees for the collection of amounts owed in
respect of Financed Eligible Loans;
(C) the appointment of successor Administrators,
Delaware Trustee and successor Indenture Trustees
pursuant to the Indenture, or the consent to the
assignment by the Administrator or Indenture Trustee of
its obligations under the Indenture;
(D) the removal of the Indenture Trustee or the
Delaware Trustee; and
(E) the amendment, change or modification of
this Administration Agreement or any Trust Related
Agreement, except for amendments, changes or
modifications that do not either (1) reduce in any
manner the amount of, or delay the timing of, or
collections of payments with respect to the Financed
Eligible Loans or (2) materially reduce the underwriting
standards with respect to the Financed Eligible Loans.
(ii) Notwithstanding anything to the contrary in this
Administration Agreement, the Administrator shall not be
obligated to, and shall not (A) make any payments to the
Registered Owners under the Trust Related Agreements, (B) sell
the Trust Estate pursuant to the Indenture or (C) take any action
that the Issuer directs the Administrator not to take on its
behalf.
SECTION 2. STATEMENTS TO REGISTERED OWNERS. Two days preceding a
Distribution Date, the Administrator shall provide to the Indenture Trustee
(with a copy to the Rating Agencies) solely for the purpose of having the
Indenture Trustee forward on such succeeding Distribution Date to each
Registered Owner of record, a statement setting forth at least the information
set forth in Exhibit B hereto to the extent applicable:
The Indenture Trustee may conclusively rely on this Instruction with no
further duty to examine or determine the information herein.
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SECTION 3. ANNUAL STATEMENTS AS TO COMPLIANCE; NOTICE OF DEFAULT;
FINANCIAL STATEMENTS.
(a) The Administrator shall deliver to the Indenture Trustee and
to the Rating Agencies on or before 120 days after the end of the fiscal
year of the Administrator, an Officer's Certificate of the Administrator
dated as of December 31 of the preceding year, stating that (i) a review
of the activities of the Administrator during the preceding 12-month
period (or, in the case of the first such certificate, during the period
from the Closing Date to December 31, 2002) and of its performance under
this Agreement has been made under such Officer's supervision and (ii)
to the best of such officer's knowledge, based on such review, the
Administrator has fulfilled its obligations in all material respects
under this Agreement or, if there has been a material default in the
fulfillment of any such obligation, specifying each such material
default known to such Officer and the nature and status thereof. A copy
of each such Officer's Certificate and each report referred to in the
preceding Section 2 may be obtained by any Registered Owner by a request
in writing to the Indenture Trustee addressed to its Corporate Trust
Office, together with evidence satisfactory to the Indenture Trustee
that such Person is one of the foregoing parties.
(b) The Administrator shall deliver to the Indenture Trustee and
the Rating Agencies, promptly after having obtained knowledge thereof,
but in no event earlier than (15) Business Days prior to such default,
written notice in an Officer's Certificate of the Administrator of any
event which with the giving of notice or lapse of time, or both, would
become a default of the Administrator hereunder.
SECTION 4. REPRESENTATIONS OF ADMINISTRATOR. The Administrator makes the
following representations. The representations speak as of the execution and
delivery of this Agreement and as of the Closing Date and shall survive the sale
of the Financed Eligible Loans to the Issuer and the pledge thereof to the
Indenture Trustee pursuant to the Indenture.
(a) ORGANIZATION AND GOOD STANDING. The Administrator is duly
organized and validly existing under the laws of the State of Nevada,
with the power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is
presently conducted.
(b) POWER AND AUTHORITY. The Administrator has the corporate
power and authority to execute and deliver this Agreement and to carry
out its terms, and the execution, delivery and performance of this
Agreement have been duly authorized by the Administrator by all
necessary corporate action.
(c) BINDING OBLIGATION. This Agreement constitutes a legal,
valid and binding obligation of the Administrator enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization and similar laws relating to creditors' rights generally
and subject to general principles of equity.
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(d) NO VIOLATION. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof
or thereof do not conflict with, result in any breach of any of the
terms and provisions of, nor constitute (with or without notice or lapse
of time or both) a default under, the charter or bylaws of the
Administrator, or any indenture, agreement or other instrument to which
the Administrator is a party or by which it shall be bound; nor result
in the creation or imposition of any lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other
instrument (other than pursuant to the Trust Related Agreements); nor
violation any law or, to the knowledge of the Administrator, any order,
rule or regulation applicable to the Administrator of any court or of
any Federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Administrator
or its properties.
(e) NO PROCEEDINGS. There are no proceedings or investigations
pending against the Administrator or threatened against the
Administrator, before any court, regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the
Administrator or its properties: (i) asserting the invalidity of this
Agreement or any of the other Trust Related Agreements or (ii) seeking
to prevent the issuance of the Notes or the consummation of any of the
transactions contemplated by this Agreement or any of the other Trust
Related Agreements, (iii) seeking any determination or ruling that could
reasonably be expected to have a material and adverse effect on the
performance by the Administrator of its obligations under, or the
validity or enforceability of, this Agreement, any of the other Trust
Related Agreements or the Notes or (iv) seeking to affect adversely the
Federal or state income tax attributes of the Issuer or the Notes.
(f) ALL CONSENTS. All authorizations, consents, orders or
approvals of or registrations or declarations with any court, regulatory
body, administrative agency or other government instrumentality required
to be obtained, effected or given by the Administrator in connection
with the execution and delivery by the Administrator of this Agreement
and the performance by the Administrator of the transactions
contemplated by this Agreement have been duly obtained, effected or
given and are in full force and effect.
SECTION 5. LIABILITY OF ADMINISTRATOR; INDEMNITIES.
(a) The Administrator shall be liable in accordance herewith
only to the extent of the obligations specifically undertaken by the
Administrator under this Agreement.
(b) The Administrator shall indemnify, defend and hold harmless
the Issuer and the Registered Owners and any of the officers, directors,
employees and agents of the Issuer from and against any and all costs,
expenses, losses, claims, damages and liabilities to the extent that
such cost, expense, loss, claim, damage or liability arose out of, or
was imposed upon any such Person through, the negligence, misconduct or
bad faith of the Administrator in the performance of its duties under
this Agreement or by reason of reckless disregard of its obligations and
duties hereunder or thereunder.
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(c) The Administrator shall indemnify, defend and hold harmless
the Indenture Trustee and the Delaware Trustee in their individual
capacities and any of their respective officers, directors, employees
and agents against any and all loss, liability or expense (including
attorneys' fees) incurred by it in connection with the performance of
its duties under the Indenture and the other Trust Related Agreements.
The Indenture Trustee or the Delaware Trustee shall notify the Issuer
and the Administrator promptly of any claim for which it may seek
indemnity. Failure by the Indenture Trustee or the Delaware Trustee to
so notify the Issuer and the Administrator shall not relieve the Issuer
or the Administrator of its obligations hereunder and under the other
Trust Related Agreements. The Administrator shall defend the claim and
the Administrator shall not be liable for the legal fees and expenses of
the Indenture Trustee or the Delaware Trustee after it has assumed such
defense; provided, however, that, in the event that there may be a
conflict between the positions of the Indenture Trustee or the Delaware
Trustee, as applicable, and the Administrator in conducting the defense
of such claim, the Indenture Trustee or the Delaware Trustee, as
applicable, shall be entitled to separate counsel the fees and expenses
of which shall be paid the Administrator on behalf of the Issuer.
Neither the Issuer nor the Administrator need reimburse any expense or
indemnify against any loss, liability or expense incurred by the
Indenture Trustee or the Delaware Trustee through the Indenture
Trustee's or Delaware Trustee's, as applicable, own willful misconduct,
negligence or bad faith.
(d) Without limiting the generality of the foregoing, the
Administrator shall indemnify, defend and hold harmless the Indenture
Trustee in its individual capacity and any of its officers, directors,
employees and against any and all liability relating to or resulting
from any of the following:
(i) Any claim that the Financed Eligible Loans (or any
guarantee with respect thereto) are delinquent, uncollectible,
uninsured, illegal, invalid or unenforceable;
(ii) Any claim that the Financed Eligible Loans have not
been made, administered, serviced or collected in accordance
with applicable federal and state laws or the requirements of
any Guarantor; or
(iii) Any claim that any original note or other document
evidencing or relating to the Financed Eligible Loans has been
lost, misplaced or destroyed.
(e) For purposes of this Section, in the event of the
termination of the rights and obligations of the Administrator (or any
successor thereto) as Administrator pursuant to the terms hereof or a
resignation by such Administrator pursuant to this Agreement, such
Administrator shall be deemed to be the Administrator pending
appointment of a successor Administrator pursuant to Section 14.
Indemnification under this Section shall survive the resignation or
removal of the Indenture Trustee or the termination of this Agreement
and shall include reasonable fees and expenses of counsel and expenses
of litigation. If the Administrator shall have made any indemnity
payments pursuant to this Section and the Person to or on behalf of whom
such payments are made thereafter collects any of such amounts form
others, such Person shall promptly repay such amounts to the
Administrator, without interest.
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SECTION 6. LIMITATION ON LIABILITY OF ADMINISTRATOR AND OTHERS.
(a) Neither the Administrator nor any of its directors,
officers, employees or agents shall be under any liability to the
Issuer, the Delaware Trustee, the Registered Owners or to the Indenture
Trustee except as provided under this Agreement for any action taken or
for refraining from the taking of any action pursuant to this Agreement
or for errors in judgment; provided, however, that these provisions
shall not protect the Administrator or any such person against any
liability that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations and duties under this
Agreement. The Administrator and any of its directors, officers,
employees or agents may rely in good faith on the advice of counsel or
on any document of any kind, prima facie properly executed and submitted
by any Person respecting any matters arising hereunder.
(b) Except as provided in this Agreement, the Administrator
shall not be under any obligation to appear in, prosecute or defend any
legal action that shall not be incidental to its duties to administer
the Financed Eligible Loans and the Trust in accordance with this
Agreement and that in its opinion may involve it in any expense or
liability; provided, however, that the Administrator may undertake any
reasonable action that it may deem necessary or desirable in respect of
this Agreement and the other Trust Related Agreements and the rights and
duties of the parties to this Agreement and the other Trust Related
Agreements and the interests of the Registered Owners under the
Indenture and this Agreement.
SECTION 7. ADMINISTRATOR MAY OWN NOTES. The Administrator and any
Affiliate thereof may in its individual or any other capacity become the owner
or pledgee of Notes with the same rights as it would have if it were not the
Administrator or an Affiliate thereof, except as expressly provided herein or in
any other Trust Related Agreements.
SECTION 8. RECORDS. The 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 the Issuer, the
Indenture Trustee, the Registered Owners, the Delaware Trustee and the Sponsor
at any time during normal business hours.
SECTION 9. COMPENSATION. As compensation for the performance of the
Administrator's obligations under this Administration Agreement and as
reimbursement for its expenses related thereto, the Administrator shall be
entitled to the Administration Fee payable as set forth in the Indenture. The
payment of the foregoing fee shall be solely an obligation of the Issuer,
payable out of the Trust Estate.
SECTION 10. ADDITIONAL INFORMATION TO BE FURNISHED. The Administrator
shall furnish to the Issuer and the Indenture Trustee from time to time such
additional information regarding the Trust Estate as the Issuer or the Indenture
Trustee shall reasonably request.
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SECTION 11. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this
Administration Agreement, the Administrator shall be an independent contractor
and, notwithstanding its affiliation with the Issuer, shall not be subject to
the supervision of the Issuer, the Indenture Trustee or the Delaware Trustee
with respect to the manner in which it accomplishes the performance of its
obligations hereunder.
SECTION 12. NO JOINT VENTURE. Nothing contained in this Administration
Agreement (a) shall constitute the Administrator and any of the Issuer, the
Indenture Trustee, the Delaware Trustee or the Sponsor as members of any
partnership, joint venture, association, syndicate, unincorporated business or
other separate entity; (b) shall be construed to impose any liability as such on
any of them; or (c) shall 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 13. OTHER ACTIVITIES OF THE ADMINISTRATOR. Nothing herein shall
prevent the Administrator or its affiliates from engaging in other businesses
or, in its or their 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 the Issuer, the Delaware
Trustee or the Indenture Trustee.
SECTION 14. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(a) This Administration Agreement shall continue in force until
the dissolution of the Issuer or replacement of the Administrator, upon
which event this Administration Agreement shall automatically terminate.
(b) Subject to Section 14(e) and (f) hereof, the Administrator
may resign its duties hereunder by providing the Issuer, the Delaware
Trustee, the Sponsor and the Indenture Trustee with at least 60 days'
prior written notice.
(c) Subject to Section 14(e) and (f) hereof, the Issuer may
remove the Administrator without cause by providing the Administrator
with at least 60 days' prior written notice.
(d) Subject to Section 14(e) and (f) hereof, at the sole option
of the Issuer, the Administrator may be removed immediately upon written
notice of termination from the Issuer to the Administrator if any of the
following events shall occur:
(i) the Administrator shall default in the performance
of any of its duties under this Administration Agreement and,
after notice of such default, shall not cure such default within
five days (or, if such default cannot be cured in such time,
shall not give within ten days such assurance of cure as shall
be reasonably satisfactory to the 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 the
Administrator in any involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in
effect or appoint a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for the Administrator
or any substantial part of its property or order the winding-up
or liquidation of its affairs; or
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(iii) the 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 the 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 or shall fail generally
to pay its debts as they become due.
The Administrator agrees that if any of the events specified in clause
(ii) or (iii) of this Section shall occur, it shall give written notice thereof
to the Delaware Trustee, the Registered Owners, the Indenture Trustee and the
Rating Agencies within five Business Days after the happening of such event. The
Administrator agrees that it will not commence or consent to the events
specified in clause (iii) without the prior written consent of the Issuer, the
Indenture Trustee and the Delaware Trustee for so long as any Note is
outstanding.
(e) No resignation or removal of the Administrator pursuant to
this Section 14 shall be effective until (i) a successor Administrator
shall have been appointed by the Issuer (with the consent of the
Delaware Trustee and the Indenture Trustee) and (ii) shall have agreed
in writing to be bound by the terms of this Administration Agreement in
the same manner and to the same extent as the Administrator is bound
hereunder.
(f) The appointment of any successor Administrator shall be
effective only if each Rating Agency shall have been given 10 days'
prior notice of such proposed appointment, and a Rating Confirmation
shall have been obtained with respect to such appointment.
SECTION 15. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly
upon the effective date of termination of this Administration Agreement pursuant
to Section 14(a) hereof or the resignation or removal of the Administrator
pursuant to Section 14(b) or (c) hereof, respectively, the Administrator shall
be entitled to be paid all fees and reimbursable expenses accruing to it to the
date of such termination, resignation or removal. The Administrator shall
forthwith upon such termination pursuant to Section 14(a) hereof deliver to the
Issuer all property and documents of or relating to the Trust Estate then in the
custody of the Administrator. In the event of the resignation or removal of the
Administrator pursuant to Section 14(b) or (c) hereof, respectively, the
Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties of
the Administrator.
SECTION 16. NOTICES. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:
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If to the Issuer, to: Nelnet Student Loan Trust 2002-1
c/o Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration
If to the
Administrator, to: NELnet, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
If to the Indenture
Trustee, to: Zions First National Bank
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department
If to the Delaware
Trustee, to: Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration
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 certified mail, postage prepaid, or hand delivered
to the address of such party as provided above.
SECTION 17. AMENDMENTS. This Administration Agreement may be amended
from time to time by the parties hereto so long as a Rating Confirmation has
been obtained with respect to such amendment.
SECTION 18. SUCCESSORS AND ASSIGNS. This Administration Agreement may
not be assigned by the Administrator unless such assignment is previously
consented to in writing by the Issuer, the Delaware Trustee and the Indenture
Trustee, and unless a Rating Confirmation has been obtained with respect to,
such assignment. An assignment with such consent and satisfaction, if accepted
by the assignee, shall bind the assignee hereunder in the same manner and to the
same extent as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Administration Agreement may be assigned by the Administrator
without the consent of the Issuer, the Indenture Trustee or the Delaware Trustee
to a corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator; provided that such
successor organization executes and delivers to the Issuer, the Delaware Trustee
and the Indenture Trustee an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of the assignment in the
same manner and to the same extent as the Administrator is bound hereunder, and
a Rating Confirmation shall have been obtained with respect to, such assignment.
Subject to the foregoing, this Administration Agreement shall bind any such
permitted successors or assigns of the parties hereto.
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SECTION 19. GOVERNING LAW. THIS ADMINISTRATION AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE
OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) APPLICABLE TO
CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.
SECTION 20. 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 Administration Agreement.
SECTION 21. COUNTERPARTS. This Administration Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
SECTION 22. SEVERABILITY. Any provision of this Administration 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.
SECTION 23. LIMITATION OF LIABILITY OF DELAWARE TRUSTEE AND INDENTURE
TRUSTEE. Notwithstanding anything contained herein to the contrary, this
instrument has been executed by each of Wilmington Trust Company and Zions First
National Bank, not in their individual capacity but solely in its capacity as
Delaware Trustee or Indenture Trustee, respectively, and in no event shall
Wilmington Trust Company or Zions First National Bank in their individual
capacity or any beneficial owner of the Issuer have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder, as to all of which recourse shall be had solely to the assets
of the Issuer.
SECTION 24. NO PETITION. The parties hereto will not at any time
institute against the Issuer any bankruptcy proceeding under any United States
federal or State bankruptcy or similar law in connection with any obligations of
the Issuer under any Basic Document.
11
IN WITNESS WHEREOF, the parties have caused this Administration
Agreement to be duly executed and delivered as of the day and year first above
written.
NELNET STUDENT LOAN TRUST 2002-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as
Delaware Trustee
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------
Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------------
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Delaware
Trustee
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------
Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title Vice President
-------------------------------------
ZIONS FIRST NATIONAL BANK, not in its
individual capacity but solely as Indenture
Trustee
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, Vice President
NELnet, INC., as Administrator
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Senior Vice President
EXHIBIT A
POWER OF ATTORNEY
STATE OF DELAWARE )
)
COUNTY OF NEW CASTLE )
KNOW ALL MEN BY THESE PRESENTS, that Nelnet Student Loan Trust 2002-1
(the "Issuer"), does hereby make, constitute and appoint NELnet, Inc., as
Administrator under the Administration Agreement, dated as of May 1, 2002 (the
"Administration Agreement"), among the Issuer, Wilmington Trust Company, as
Delaware Trustee, Zions First National Bank, as Indenture Trustee and NELnet,
Inc., as Administrator, as the same may be amended from time to time, and its
agents and attorneys, as Attorney-in-Fact to execute on behalf of the Issuer all
such documents, reports, filings, instruments, certificates and opinions as it
shall be the duty of the Issuer to prepare, file or deliver pursuant to the
Trust Related Agreements, including, without limitation, to appear for and
represent the Issuer in connection with the preparation, filing and audit of
federal, state and local tax returns pertaining to the Issuer, and with full
power to perform any and all acts associated with such returns and audits that
the Issuer could perform, including without limitation, 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 restrictions
on assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements.
All powers of attorney for this purpose heretofore filed or executed by
the Issuer are hereby revoked.
Capitalized terms that are used and not otherwise defined herein shall
have the meanings ascribed thereto in the Administration Agreement.
EXECUTED as of this ____ day of May, 2002.
NELNET STUDENT LOAN TRUST 2002-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as
Delaware Trustee
By
----------------------------------------
Name
--------------------------------------
Title
-------------------------------------
EXHIBIT B
ADMINISTRATOR INSTRUCTION CERTIFICATE
This Administrator Instruction Certificate (the "Instruction") is being
provided by NELnet, Inc., as Administrator (the "Administrator") to Nelnet
Student Loan Trust 2002-1 (the "Issuer") pursuant to Section 2 of the
Administration Agreement dated as of May 1, 2002 (the "Administration
Agreement"), among the Issuer, Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as Delaware Trustee (the
"Delaware Trustee"), Zions First National Bank, a national banking association,
not in its individual capacity but solely as Indenture Trustee (in such
capacity, the "Indenture Trustee") and the Administrator. All capitalized terms
used in this Instruction and not otherwise defined shall have the same meanings
as assigned to such terms in the Indenture.
Pursuant to Section 2 of the Administration Agreement, on each
Determination Date preceding a Distribution Date, the Administrator shall
provide to the Indenture Trustee (with a copy to the Rating Agencies) for the
Indenture Trustee to forward on such succeeding Distribution Date to each
Registered Owner of record, the following statement setting forth the ensuing
information as to the Notes to the extent applicable. This Instruction is being
provided for the ______, ______ Distribution Date ("this Distribution Date").
(a) the amount of such distribution allocable to principal of each class
of the Notes equals $__________ for Class A-1, $__________ for Class A-2 and
$__________ for Class B;
(b) the amount of such distribution allocable to interest of each class
of the Notes equals $__________ for Class A-1, $__________ for Class A-2 and
$__________ for Class B;
(c) the Pool Balance as of the close of business on the last day of the
preceding Collection Period was $__________;
(d) (i) the aggregate outstanding principal balance of the Notes for
each class, as of this Distribution Date, after giving effect to payments
allocated to principal reported under clause (a) above equals $__________ for
Class A-1, $__________ for Class A-2 and $__________ for Class B, and
(ii) the Note Pool Factor for each class, as of this Distribution
Date, after giving effect to payments allocated to principal reported
under clause (a) above equals $__________ for Class A-1, $__________ for
Class A-2 and $__________ for Class B;
(e) the Note Rate for the next Accrual Period for each class of Notes is
__________ for Class A-1, __________ for Class A-2 and __________ for Class B;
(f) (i) the amount of the Servicing Fee ($__________) and any Carryover
Servicing Fee ($__________) paid to the Servicer on such Distribution Date
equals a total of $__________,
(ii) the amount of the Servicing Fee ($__________) and any
Carryover Servicing Fee ($__________) paid to the Servicer on the two
preceding Monthly Servicing Payment Dates equals a total of $__________,
and
(iii) the amount, if any, of the Carryover Servicing Fee
remaining unpaid after giving effect to any such payments equals
$__________;
(g) the amount of the Administration Fee paid to the Administrator on
such Distribution Date equals $__________;
(h) the amount of the Trustee Fee paid on such Distribution Date equals
$__________ and the amount of the Delaware Trustee Fee paid on such Distribution
Date equals
$----------;
(i) the aggregate principal amount of Eligible Loans purchased with
moneys in the Acquisition Fund during the Pre-Funding Period, if any, within the
preceding Collection Period equals $__________;
(j) the amount of the aggregate Realized Losses, if any, for the related
Collection Period equals $__________;
(k) the amount of the aggregate losses from Financed Eligible Loans for
which a guarantee payment has been received equaling $__________;
(l) the balance of Financed Eligible Loans that are delinquent in each
delinquency period as of the end of such Collection Period equals $__________;
(m) (i) the amount of any Class A Note Interest Shortfall equals
$__________, which represents a $__________ change in such amount from the
preceding Instruction,
(ii) the Class B Note Interest Shortfall equals $__________,
which represents a $__________ change in such amount from the preceding
Instruction,
(iii) the Class A Note Principal Shortfall equals $__________,
which represents a $__________ change in such amount from the preceding
Instruction, and
(iv) the Class B Note Principal Shortfall equals $__________,
which represents a $__________ change in such amount from the preceding
Instruction;
(n) the aggregate Purchase Amounts for Financed Eligible Loans, if any,
that were repurchased by the Seller or purchased by the Servicer from the Issuer
in such Collection Period equals $__________;
(o) the Derivative Product Fees ($__________) and Derivative Product
Payments ($__________) made, if any, on such Distribution Date equals a total of
$__________ ;
(p) the Counterparty Payments, if any, received in such Collection
Period equals $__________; and
(q) the balance of the Reserve Account on such Distribution Date, after
giving effect to changes therein on such Distribution Date equals $__________.
B-2
The Administrator is hereby directed to provide a copy of this
Instruction to each Registered Owner on the next succeeding Distribution Date.
The Administrator hereby certifies that the information herein is true
and accurate in all material respects and that the Indenture Trustee may
conclusively rely on this Instruction with no further duty to examine or
determine the information contained herein.
IN WITNESS WHEREOF, the Administrator has caused this Administrator
Instruction Certificate to be duly executed and delivered as of the date written
below.
NELnet, Inc., as Administrator
By_________________________________
Authorized Signatory
[DATE]
cc:
Fitch, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
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Standard & Poor's Rating Services
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
B-3
EXHIBIT B
ADMINISTRATOR INSTRUCTION CERTIFICATE
This Administrator Instruction Certificate (the "Instruction") is being
provided by NELnet, Inc., as Administrator (the "Administrator") to Nelnet
Student Loan Trust 2002-1 (the "Issuer") pursuant to Section 2 of the
Administration Agreement dated as of May 1, 2002 (the "Administration
Agreement"), among the Issuer, Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as Delaware Trustee (the
"Delaware Trustee"), Zions First National Bank, a national banking association,
not in its individual capacity but solely as Indenture Trustee (in such
capacity, the "Indenture Trustee") and the Administrator. All capitalized terms
used in this Instruction and not otherwise defined shall have the same meanings
as assigned to such terms in the Indenture.
Pursuant to Section 2 of the Administration Agreement, on each
Determination Date preceding a Distribution Date, the Administrator shall
provide to the Indenture Trustee (with a copy to the Rating Agencies) for the
Indenture Trustee to forward on such succeeding Distribution Date to each
Registered Owner of record, the following statement setting forth the ensuing
information as to the Notes to the extent applicable. This Instruction is being
provided for the ______, ______ Distribution Date ("this Distribution Date").
Distribution Date: October 29, 2001
(a) Amount of principal being paid or distributed:
(i) Class A-1 $0.00 $0.00 per $1,000 original
principal amount of
notes
(ii) Class A-2 $0.00 $0.00 per $1,000 original
principal amount of
Notes
(iii) Class B $0.00 $0.00 per $1,000 original
principal amount of
Note
(b) Amount of interest being paid or distributed:
(i) Class A-1 $______ $_______ per $1,000 original
principal amount of
Note
(ii) Class A-1 $______ $_______ per $1,000 original
principal amount of
Note
(iii) Class B $_______ $_______ per $1,000 original
principal amount of
Note
(c) Pool Balance as of the close of business on the last $_____________
day of the related Collection Period:
B-1
(d) After giving effect to distribution on this $_____________
Distribution Date
(i) (1) outstanding principal amount of Class A-1 Notes $_____________
(2) Class A-1 Note Pool Factor: $_____________
(ii) (1) outstanding principal amount of Class A-2 Notes $_____________
(2) Class A-2 Note Pool Factor: $_____________
(iii) (1) outstanding principal amount of Class B Notes: $_____________
(2) Class B Note Pool Factor: $_____________
(e) Note Rate: 3.70500%
--------
In general
(1) Three-Month LIBOR for the Accrual Period since ____________%
the previous Distribution Date was
Class A-1 Rate 3.78500%
--------
Class A-2 Rate 3.90500%
--------
Class B Rate: 4.40500%
--------
(f) The Amount of Servicing Fee and Carryover Servicing Fee
paid to Servicer:
(i) Servicing Fee paid on Distribution Date $_____________
Carryover fee paid on Distribution Date $_____________
Total Servicing Fee paid on Distribution Date $_____________
(ii) Servicing Fee paid on two preceding Monthly Servicing Payment Dates $_____________
Carryover fee paid on two preceding Monthly Servicing Payment Dates $_____________
Total Servicing Fee paid on two preceding Monthly Servicing Payment Dates $_____________
(iii) Carryover Servicing Fee, if any, remaining $_____________
unpaid after giving effect to any such payments equals
(g) Amount of Administration fee for related Collection $0.1190 per $1,000 $142,853.31
------- -----------
Period: original principal
amount of Notes
(h) the amount of the Trustee Fee paid on such Distribution $_____________
Date equals $_________ and the amount of the Delaware
Trustee Fee paid on such Distribution Date:
(i) the aggregate principal mount of Eligible Loans $_____________
purchased with moneys in the Acquisition Fund during the
Pre-Funding Period, if any, within the preceding Collection
Period:
(j) Aggregate amount of Realized Losses (if any) for the $_____________
related Collection Period:
(k) Aggregate amount of loses from Financed Eligible Loans $_____________
for which a guarantee payment has been received (if any)
for the related Collection Period:
(l) Finance Eligible Loans delinquent at end of related
Collection period
(i) number of delinquent loans _________
(ii) aggregate unpaid principal balance of $___________
delinquent loans
B-2
(m) (i) Amount of Class A Note Interest Shortfall being paid or distributed (if
any) and amount remaining (if any):
(1) Distributed: $0.00 $0.00 per $1,000
----- original principal
amount of Notes
(2) Balance: $0.00 $0.00 per $1,000
----- original principal
amount of Notes
(ii) Amount of Class B Note Interest Shortfall being paid or distributed
(if any) and amount remaining (if any):
(1) Distributed: $0.00 $0.00 per $1,000
----- original principal
amount of Notes
(2) Balance: $0.00 $0.00 per $1,000
----- original principal
amount of Notes
(iii) Amount of Class A Note Principal Shortfall being paid or
distributed (if any) and amount remaining (if any):
(1) Distributed: $0.00 $0.00 per $1,000
----- original principal
amount of Notes
(2) Balance: $0.00 $0.00 per $1,000
----- original principal
amount of Notes
(iv) Amount of Class B Note Principal Shortfall being paid or
distributed (if any) and amount remaining (if any):
(1) Distributed: $0.00 $0.00 per $1,000
----- original principal
amount of Notes
(2) Balance: $0.00 $0.00 per $1,000
----- original principal
amount of Notes
(n) Aggregate Purchase Amounts for Financed Eligible Loans, $_____________
if any, that were repurchased by the Seller or purchased by
the Servicer from the Issuer in such Collection Period:
(o) Derivative Product Fees ($__________) and Derivative $_____________
Product Payments ($__________) made, if any, on such
Distribution Date equals:
(xiii) Withdrawal from Reserve Account on related $0.00
-----
Quarterly Payment Date (other than Reserve Account Excess)
and on any Monthly Payment Date since the preceding
Quarterly Payment Date (list each withdrawal separately):
(1) Reserve Account Excess on related Distribution $2,090,175.78
-------------
Date
(2) Principal balance of Notes to be paid to reach $50,928,274.12
--------------
Parity Date
(xix) Deposits to Collateral Reinvestment Account $0.00
-----
during related Collection Period:
(1) Amount to be deposited on related Distribution $35,454,665.49
--------------
Date:
(2) Withdrawal from Collateral Reinvestment Account $0.00
-----
during related Collection Period:
(p) Counterparty Payments, if any, received in such $_____________
Collection Period:
B-3
(q) Balance in the Reserve Account (after giving effect to $3,000,000.00
-------------
(xiii)):
(r) Add-on Consolidation Loans:
0 loans with aggregate principal balance of
-
$0.00 were added to the principal balance of a
-----
consolidation loan
$0.00 withdrawal from Collection Account to fund
-----
the addition of the principal balances of add-on
consolidation loans during the related Collection Period
(s) New Loans: 0.00 loans
----
$0.00 aggregate principal balance
-----
$0.00 (portion represented by Purchase
-----
Premium Amounts) were purchased during the related
Collection Period)
(t) Withdrawal from the Prefunding Account during the $0.00
-----
related Collection Period:
(u) Amount in the Prefunding Account (after giving effect $0.00
-----
to (xv)):
(v) Financed Student Loans in the following categories as
of the end of the related Collection Period:
LOAN TYPE WAC # LOANS $ AMOUNT %
--- ------- -------- -
▇▇▇▇▇▇▇▇ - Subsidized
▇▇▇▇▇▇▇▇ - Unsubsidized
PLUS
SLS
Consolidated
Total
SCHOOL TYPE WAC # LOANS $ AMOUNT %
--- ------- -------- -
Four Year Institution
Consolidation (uncoded)
Community/2-Year
Vocational/Trade
Unknown
Total
B-4
The Administrator is hereby directed to provide a copy of this
Instruction to each Registered Owner on the next succeeding Distribution Date.
The Administrator hereby certifies that the information herein is true
and accurate in all material respects and that the Indenture Trustee may
conclusively rely on this Instruction with no further duty to examine or
determine the information contained herein.
IN WITNESS WHEREOF, the Administrator has caused this Administrator
Instruction Certificate to be duly executed and delivered as of the date written
below.
NELnet, Inc., as Administrator
By_________________________________
Authorized Signatory
[DATE]
cc:
Fitch, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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XXX
B-5
