Exhibit 10.58
February 20, 2004
Societe Generale
000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Securitization
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 Societe Generale 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 Societe Generale Facility Agent on behalf of the Societe
Generale Facility Group, of this increase in the Commitment of Societe Generale,
as Alternate Lender, for the Societe Generale Facility Group by executing and
returning this letter to us. Your execution of this letter shall constitute the
written evidence that the Societe Generale 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 Societe Generale, as the Societe Generale 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 Societe Generale 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
--------------------------------
Xxxxx X. Xxxxxx, President
ACCEPTED AND AGREED TO:
SOCIETE GENERALE,
as Societe Generale Facility Agent
By /s/ Xxxx Xxxxxxxxx
-------------------------------
Title: /s/ Director
--------------------------
cc: Xxxxx Fargo Bank Minnesota, National Association
0xx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Corporate Trust Department
Societe Generale
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxxxxx
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