EXHIBIT 10.69
[NELN letterhead]
April 19, 2004
Xxx Xxxxxxxxxx
Union Bank and Trust Company
0000 Xxxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Xxxxx X. Xxxxxx
Student Loan Acquisition Authority of Arizona, LLC
000 Xxxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Re: UNION BANK STUDENT LOAN SALE AGREEMENTS
Dear Xxx and Xxx:
This letter will confirm the termination, effective as of April 19, 2004, of the
First Amendment of Loan Sale and Commitment Agreement dated as of December 13,
2002 (the "Amendment") between Student Loan Acquisition Authority of Arizona,
LLC, as successor in interest to Student Loan Acquisition Authority of Arizona
("SLAAA") and Union Bank and Trust Company, in its own right and in its capacity
as trustee ("Union Bank"). SLAAA was willing to enter into the Amendment due to
the willingness of Nelnet, Inc. to reduce its servicing fees on SLAAA's student
loans. SLAAA and Union Bank acknowledge that the Amendment no longer serves any
purpose since National Education Loan Network, Inc. ("NELN") acquired SLAAA and
is entitled to purchase any such loans at a 1.5% premium pursuant to the
Guaranteed Purchase Agreement dated March 19, 2001, as amended (the "Guaranteed
Purchase Agreement"), between NELN and Union Bank; thus NELN is entitled to any
premium in excess of the 1.5% premium to which Union Bank is entitled under the
Guaranteed Purchase Agreement. The Loan Sale and Commitment Agreement dated as
of April 1, 2002 (the "SLAAA Commitment"), between SLAAA and Union Bank will
otherwise continue in full force and effect, subject to the Guaranteed Purchase
Agreement.
This letter will also confirm that the purchase price, with respect to any
student loan made and guaranteed pursuant to the Higher Education Act of 1965,
as amended, which is disbursed on or after July 1, 2003, and sold by Union Bank
to SLAAA or to NELN thereafter, shall increase by an amount equal to 1.0% of the
outstanding principal balance of any such Student Loan as of the date of
purchase by SLAAA or NELN from Union Bank, and which is purchased pursuant to
any of the following: (i) the SLAAA Commitment; (ii) the required sales
aggregating $37.5 million of student loans per term as set forth in Section 3 of
the Guaranteed Purchase Agreement, but excluding any other sales of student
loans pursuant thereto; and (iii) the required sales pursuant to the Amended and
Restated Agreement dated as of January 1, 1999 (the "Origination Rights
Agreement"), between Union Bank and NELN, but excluding any optional sales of
student loans provided for therein or any sales of student loans acquired by
Union Bank from educational institutions.
Finally, this letter will confirm the agreement of Union Bank to sell all
Eligible Loans, as defined in the Origination Rights Agreement, to NELN or its
designee, which are acquired by Union Bank from any educational institution or
eligible lender trustee on behalf thereof during the term of the Origination
Rights Agreement. The purchase price paid by NELN or its designee for such
Eligible Loans that Union Bank acquires from educational institutions shall be
equal to the purchase price paid by Union Bank to the applicable educational
institution for such Eligible Loans, and such Eligible Loans shall be sold by
Union Bank to NELN within thirty (30) days of the date on which Union Bank
acquires such Eligible Loans, unless the parties mutually agree otherwise. NELN
shall be required to purchase such Eligible Loans from Union Bank that were
acquired from educational institutions upon NELN's prior consent, and shall not
be required to purchase any such Eligible Loans acquired from educational
institutions from which NELN does not give such consent or approval. NELN
acknowledges that it has given approval to Eligible Loans to be acquired from
Nova Southeastern University, University of Central Florida, Xxxxxx College of
Chiropractic-West and Xxxxx State University. Union Bank shall not amend or
terminate any agreement with an educational institution to purchase Eligible
Loans without the prior consent of NELN. Such Eligible Loans acquired by Union
Bank from educational institutions shall not be taken into account to satisfy or
count toward satisfaction of Union Bank's commitment to sell Eligible Loans to
NELN pursuant to the Origination Rights Agreement during the term or any renewal
thereof which may be terminated or not be renewed only upon mutual agreement of
the parties thereto. The form of Loan Sale Agreement (as defined in the
Origination Rights Agreement) may be substituted by NELN at any time by any
standard loan purchase agreement that NELN or any of its affiliates utilize to
purchase student loans on a regular basis with other sellers.
Please indicate your agreement with the terms of this letter by signing in the
space provided below.
Sincerely,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, CFO
National Education Loan Network, Inc.
Accepted and Agreed to as of April 19, 2004:
Union Bank and Trust Company, individually and as trustee
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx, Senior Vice President
Student Loan Acquisition Authority of Arizona, LLC
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Vice President
