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$35	Preview Subscribers	2004	Warehouse Note Purchase and Security Agreement [Amended and Restated] [Amendment No. 1] Warehouse Note Purchase and Security Agreement [Amended and Restated] [Amendment No. 1] (12K) Doc #366644: Click preview link for longer preview. FIRST AMENDMENT TO AMENDED AND RESTATED WAREHOUSE NOTE PURCHASE AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED WAREHOUSE NOTE PURCHASE AND SECURITY AGREEMENT, dated as of June 29, 2004 (this "AMENDMENT") is by and among NHELP-III, Inc. as Issuer (the "ISSUER"); DELAWARE FUNDING COMPANY, LLC, successor to Delaware Funding Corporation, as Note Purchaser ("DFC"), PARK AVENUE RECEIVABLES COMPANY, LLC, successor to Park Avenue Receivables Corporation ("PARCO"), THREE RIVERS FUNDING CORPORATION, as Note Purchaser ("TRFC," and together with DFC and PARCO, the "NOTE PURCHASERS"); JPMORGAN CHASE BANK, as DFC Agent, PARCO Agent and Administrative Agent (in such capacities, the "DFC AGENT", "PARCO AGENT" and the "ADMINISTRATIVE AGENT", respectively); MELLON BANK, N.A. as TRFC Agent (the "TRFC AGENT") and amends and supplements the Amended and Restated Warehouse Note Purchase and Security Agreement, dated as of March 1, 2004 (as amended through the date hereof, the "AGREEMENT"), by and among the parties hereto and Wells Fargo Bank, National Association, as successor eligible lender and successor Trustee (the "TRUSTEE"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Agreement. RECITALS WHEREAS, the parties to the Agreement have agreed to amend and supplement certain provisions in the Agreement as set forth herein; and WHEREAS, pursuant to Section 10.01 of the Agreement, the parties to the Agreement are permitted to amend the Agreement in writing without the written agreement of the Trustee, if not affected thereby. NOW THEREFORE, in consideration of the premises and the agreements contained herein, the parties to this Amendment agree as follows: SECTION 1. AMENDMENTS. (a) Section 1.01 is hereby amended by inserting the following definition in the appropriate alphabetical order: "EXTRAORDINARY NOTE PURCHASES" means Note Purchases made on or before August 13, 2004 pursuant to Section 2.02(e) hereof in an amount identified by the Issuer by written notice delivered in accordance with, and in the form required by, Section 2.02 of this Agreement, which Note Purchases shall be, in the aggregate, a principal amount not to exceed $100,000,000. (b) The definition of "Facility Limit" in Section 1.01 is hereby amended by inserting the following before the period at the end thereof: {PAGE} ; PROVIDED, FURTHER, that commencing on June 29, 2004 and ending on the date when the Extraordinary Note Purchases (and any Rollover Note Purchase related thereto) are repaid in full, the Facility Limit shall be increased for all purposes hereunder by the amount of the then-outstanding amount of the Extraordinary Note Purchases (and any Rollover Note Purchase related thereto), as the same may decrease from time to time. (c) The last sentence of the definition of "PRO RATA SHARE" in Section 1.01 is hereby amended as follows: As of the date of this Agreement, the Pro Rata Share of the DFC Agent shall be a fraction (expressed as a percentage), the numerator of which is 125 and the denominator of which is 450, the Pro Rata Share of the PARCO Agent shall be a fraction (expressed as a percentage), the numerator of which is 125 and the denominator of which is 450, and the Pro Rata Share of TRFC shall be a fraction (expressed as a percentage), the numerator of which is 200 and the denominator of which is 450; PROVIDED, HOWEVER, that with respect to Extraordinary Note Purchases (and any Rollover Note Purchase related thereto), the pro rata share of the DFC Agent shall be 50.0%, the pro rata share of the PARCO Agent shall be 50.0% and the pro rata share of the TRFC Agent shall be 0.0%. (d) Article VII is hereby amended by inserting (i) the word "or" following the semicolon at the end of clause (p) thereof, and (ii) the following new clause following clause (q): (q) the Extraordinary Note Purchases are not repaid in full by the Issuer on or before the Settlement Date in September 2004; (e) Section 2.02 is hereby amended by inserting a new paragraphs (e) and (f) at the end of such section, which shall read as follows: (e) On the terms and conditions set forth herein, DFC and PARCO each agrees to make, and the DFC Agent and the PARCO Agent may each in its sole discretion make, the Extraordinary Note Purchases on or 366644	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Warehouse Note Purchase and Security Agreement [Amended and Restated] [Amendment No. 1]: JPMORGAN CHASE BANK, – DFC"), PARK AVENUE RECEIVABLES COMPANY, LLC, successor to Park Avenue Receivables Corporation ("PARCO"), THREE RIVERS FUNDING CORPORATION, as Note Purchaser ("TRFC," and together with DFC and PARCO, the "NOTE PURCHASERS"); JPMORGAN CHASE BANK, as DFC Agent, PARCO Agent and Administrative Agent (in such capacities, the "DFC AGENT", "PARCO AGENT" and the "ADMINISTRATIVE AGENT", respectively); MELLON BANK, N.A. as TRFC Agent (the " _____________ JPMorgan Chase Bank, – have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. DELAWARE FUNDING COMPANY, LLC, as Note Purchaser By JPMorgan Chase Bank, as attorney-in-fact for Delaware Funding Company, LLC By: /s/ Bradley S. Schwartz ------------------------------------------ Name: Title: PARK AVENUE RECEIVABLES COMPANY, LLC, as Note Purchaser By: /s/ Andrew L. Stidd ----------------------------------------- _____________ JPMORGAN CHASE BANK, – PARK AVENUE RECEIVABLES COMPANY, LLC, as Note Purchaser By: /s/ Andrew L. Stidd ----------------------------------------- Name: Title: THREE RIVERS FUNDING CORPORATION, as Note Purchaser By: /s/ Bernard J. Angelo ----------------------------------------- Name: Title: {PAGE} JPMORGAN CHASE BANK, as DFC Agent and PARCO Agent By: /s/ Sara Graff ----------------------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent By: /s/ Sara Graff ----------------------------------------- Name: Title: MELLON BANK, N.A., as _____________ JPMORGAN CHASE BANK, – THREE RIVERS FUNDING CORPORATION, as Note Purchaser By: /s/ Bernard J. Angelo ----------------------------------------- Name: Title: {PAGE} JPMORGAN CHASE BANK, as DFC Agent and PARCO Agent By: /s/ Sara Graff ----------------------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent By: /s/ Sara Graff ----------------------------------------- Name: Title: MELLON BANK, N.A., as TRFC Agent By: /s/ Stephen Cobain ----------------------------------------- Name: Title: NHELP-III, as Issuer By /s/ Terry _____________ dt 1017557 ;	Nelnet Nelnet, Inc. ( Consumer Financial Services )
$41	Preview Subscribers	2003	Warehouse Note Purchase and Security Agreement [Amendment No. 1] Warehouse Note Purchase and Security Agreement [Amendment No. 1] (75K) Doc #366791: Click preview link for longer preview. FIRST AMENDMENT TO WAREHOUSE NOTE PURCHASE AND SECURITY AGREEMENT among NHELP-III, INC., as the Issuer and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as the successor Trustee and DELAWARE FUNDING CORPORATION, as a Note Purchaser and THREE RIVERS FUNDING CORPORATION, as a Note Purchaser and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as DFC Agent and Administrative Agent and MELLON BANK, N.A., as TRFC Agent Dated as of September 1, 2000 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE {S} {C} ARTICLE I AMENDMENTS TO ORIGINAL AGREEMENT Section 1.01. Definitions................................................... 1 Section 1.02. Additional Amendments......................................... 3 Section 1.03. Amendment to Original Agreement............................... 4 ARTICLE II GENERAL PROVISIONS Section 2.01. Date of Execution............................................. 4 Section 2.02. Laws Governing................................................ 4 Section 2.03. Severability.................................................. 4 Section 2.04. Exhibits...................................................... 5 Section 2.05. Conditions Precedent to Amendment............................. 5 ARTICLE III APPLICABILITY OF ORIGINAL AGREEMENT............................................. 5 {/TABLE} {PAGE} THIS FIRST AMENDMENT TO WAREHOUSE NOTE PURCHASE AND SECURITY AGREEMENT (the "Amendment") is made as of September 1, 2000, among: NHELP-III, INC., a corporation duly organized under the laws of the state of Nevada (the "Issuer"); DELAWARE FUNDING CORPORATION, a Delaware corporation ("DFC"); THREE RIVERS FUNDING CORPORATION, a Delaware corporation ("TRFC"); MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York banking corporation, as DFC Agent (in such capacity, the "DFC Agent") and Administrative Agent (in such capacity, the "Administrative Agent"); MELLON BANK, N.A., a national banking association, as TRFC Agent (the "TRFC Agent") and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as eligible lender and successor trustee (the "Trustee"). PRELIMINARY STATEMENTS 1. The Issuer, DFC, TRFC, the DFC Agent, the TRFC Agent, and the Trustee have previously entered into that certain Warehouse Note Purchase and Security Agreement dated as of September 1, 1999, (the "Original Agreement"). 2. Pursuant to Section 10.01 of the Original Agreement, the Issuer, DFC, TRFC, the DFC Agent, the TRFC Agent and the Trustee may amend the Original Agreement with the prior written consent of the Issuer, the Required Note Purchasers, the Trustee and the Agents. As of this date, TRFC and DFC are the Required Note Purchasers and the Agents have given their written consent to the execution of this Amendment. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE I AMENDMENTS TO ORIGINAL AGREEMENT ADDITIONS ARE INDICATED BY UNDERLINING AND DELETIONS ARE INDICATED BY BRACKETS THROUGHOUT THIS AMENDMENT. All words and phrases defined in Article I of the Original Agreement shall have the same meaning in this Amendment, except as otherwise appears in this Article. SECTION 1.01. DEFINITIONS. The definitions set forth below are amended to provide as follows: "Eligible Loan" means a Student Loan: (a) which was originated or acquired by the Issuer (either directly or through a Participation Agreement in the form attached hereto as Exhibit L) in the ordinary course of its business and was originated in the United States, its territories or possessions; (b) the payments under which constitute an account or general intangible as defined in the UCC as in effect in the jurisdiction that governs the perfection of the 1 {PAGE} interests of the Issuer therein and the perfection of the Trustee's interest therein under this Agreement and which has only one set of original documentation; (c) of which the borrower is an Eligible Borrower attending an Eligible Institution; (d) if such Student Loan is a subsidized Stafford Loan, of which such Student Loan qualifies the holder thereof to receive Interest Subsidy Payments and Special Allowance Payments from the Department; if such Student Loan is a Consolidation Loan, of which such Student Loan qualifies the holder thereof to receive Interest Subsidy Payments and Special Allowance Payments from the Department to the extent applicable; and if such Student Loan is a PLUS/SLS or an unsubsidized Stafford Loan, of which such Student Loan qualifies the holder thereof to receive Special Allowance Payments from the Department to the extent applicable; (e) at the time of purchase with proceeds from a Note Purchase, which is not a Defaulted Student Loan and has not been tendered at any time to any Guarantor for payment; (f) that provides or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that will fully amortize the Principal Balance thereof by its maturity, as such maturity may be modified in accordance with applicable deferral and forbearance periods granted in accordance with applicable laws, including the Higher Education Act and any Guarantee Agreements, as applicable; (g) that is denominated and payable only in Dollars; (h) that together with the related Student Loan Note therefor represents the genuine, legal, valid and binding payment obligation of the related borrower, enforceable by or on behalf of the holder thereof against such borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and similar laws relating to creditors' rights generally and subject to general principles of equity; and that has not been satisfied, subordinated or rescinded and no right of rescission, setoff, counterclaim or defense has been asserted or, to the knowledge of the Issuer, overtly threatened in writing with respect to such Student Loan; (i) that (i) is the subject of a valid Guarantee Agreement with an eligible Guarantor, (ii) with respect to which the Issuer is not in default in any material respect in the performance of any covenants and agreements made in the applicable Guarantee Agreement, and (iii) with respect to which all amounts due and payable to the Department or a Guarantor, as the case may be, have been paid in full; (j) that (i) is the subject of a valid Servicing Agreement with an eligible Servicer, with respect to which the Issuer has executed and delivered a Custodian Agreement, (ii) with respect to which the Issuer is not in default in any material respect in the 366791	Nelnet Nelnet, Inc. ( Consumer Financial Services ) ;	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Warehouse Note Purchase and Security Agreement [Amendment No. 1]: WELLS FARGO BANK MINNESOTA, NA – DESCRIPTION}FIRST AMENDMENT TO WAREHOUSE NOTE PURCHASE AGRMT {TEXT} {PAGE} Exhibit 10.11 ================================================================================ FIRST AMENDMENT TO WAREHOUSE NOTE PURCHASE AND SECURITY AGREEMENT among NHELP-III, INC., as the Issuer and WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, as the successor Trustee and DELAWARE FUNDING CORPORATION, as a Note Purchaser and THREE RIVERS FUNDING CORPORATION, as a Note Purchaser and MORGAN GUARANTY TRUST COMPANY OF NEW _____________ WELLS FARGO BANK MINNESOTA, NA – in such capacity, the "DFC Agent") and Administrative Agent (in such capacity, the "Administrative Agent"); MELLON BANK, N.A., a national banking association, as TRFC Agent (the "TRFC Agent") and WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, a national banking association, as eligible lender and successor trustee (the "Trustee"). PRELIMINARY STATEMENTS 1. The Issuer, DFC, TRFC, the DFC Agent, the TRFC Agent, and the Trustee _____________ WELLS FARGO BANK MINNESOTA, NA – Cobain ------------------------------------- Name Stephen Cobain Title First Vice President One Mellon Bank Center Room 0410 Pittsburgh, PA 15258-0001 Attn: Ms. Jacquelyn Lobl Fax: (412) 234-5434 7 {PAGE} THE TRUSTEE: WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION By /s/ Susan E. Jacobsen ------------------------------------------- Susan E. Jacobsen, Corporate Trust Officer Wells Fargo Bank Minnesota, National Association 6th & Marquette Avenue Minneapolis, MN 55479-0069 Attn: Corporate Trust Services ( _____________ Wells Fargo Bank Minnesota, Na – 0001 Attn: Ms. Jacquelyn Lobl Fax: (412) 234-5434 7 {PAGE} THE TRUSTEE: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By /s/ Susan E. Jacobsen ------------------------------------------- Susan E. Jacobsen, Corporate Trust Officer Wells Fargo Bank Minnesota, Na tional Association 6th & Marquette Avenue Minneapolis, MN 55479-0069 Attn: Corporate Trust Services (612) 667-5745 Fax: (612) 667-2149 8 {PAGE} EXHIBIT A {PAGE} EXHIBIT L PARTICIPATION AGREEMENT This _____________ dt 1010987
$36	Preview Subscribers	2003	Warehouse Note Purchase and Security Agreement [Amendment No. 2] Warehouse Note Purchase and Security Agreement [Amendment No. 2] (16K) Doc #366792: Click preview link for longer preview. SECOND AMENDMENT TO WAREHOUSE NOTE PURCHASE AND SECURITY AGREEMENT among NHELP-III, INC., as the Issuer and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as the successor Trustee and DELAWARE FUNDING CORPORATION, as a Note Purchaser . . . 366792	J.P. Morgan J.P. Morgan Chase & Co. ( Money Center Banks ) As referenced in this Warehouse Note Purchase and Security Agreement [Amendment No. 2]: J.P. Morgan Chase & Co. – and void and such Liquidity Agreement is not replaced or (d) 60 days after written notice has been received by the Issuer stating that a consolidation of (i) DFC and J.P. Morgan Chase & Co. Incorporated or (ii) TRFC and Mellon Bank N.A., has occurred, "Pro Rata Share" means with respect to any Note Purchaser at any time, a fraction (expressed as a _____________ dt 1298062 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Warehouse Note Purchase and Security Agreement [Amendment No. 2]: JPMORGAN CHASE BANK, – Issuer and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as the successor Trustee and DELAWARE FUNDING CORPORATION, as a Note Purchaser and THREE RIVERS FUNDING CORPORATION, as a Note Purchaser and JPMORGAN CHASE BANK, as DFC Agent and Administrative Agent and MELLON BANK, N.A., as TRFC Agent Dated as of September 12, 2002 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE ---- {S} {C} _____________ JPMORGAN CHASE BANK, – INC., a corporation duly organized under the laws of the state of Nevada (the "Issuer"); DELAWARE FUNDING CORPORATION, a Delaware corporation ("DFC"); THREE RIVERS FUNDING CORPORATION, a Delaware corporation ("TRFC"); JPMORGAN CHASE BANK, a New York banking corporation and successor to Morgan Guaranty Trust Company of New York, as DFC Agent (in such capacity, the "DFC Agent") and Administrative Agent (in such _____________ JPMorgan Chase Bank, – of the date first above written. THE ISSUER: NHELP-III, INC. By /s/ Terry J. Heimes ------------------------------------------ Name: Terry J. Heimes Title: Vice President THE NOTE PURCHASERS: DELAWARE FUNDING CORPORATION By: JPMorgan Chase Bank, as attorney-in-fact for Delaware Funding Corporation By /s/ Bradley S. Schwartz ----------------------------------------- Name: Bradley S. Schwartz Title: Managing Director THREE RIVERS FUNDING CORPORATION By /s/ Bernard J. Angelo ------------------------------------------ _____________ JPMORGAN CHASE BANK, – RIVERS FUNDING CORPORATION By /s/ Bernard J. Angelo ------------------------------------------ Name: Bernard J. Angelo Title: Vice President [Signature Page to Second Amendment to Warehouse Note Purchase and Security Agreement] {PAGE} THE AGENTS: JPMORGAN CHASE BANK, as DFC Agent and Administrative Agent By /s/ Bradley S. Schwartz ---------------------------------------- Name: Bradley S. Schwartz Title: Managing Director MELLON BANK, N.A., as TRFC Agent By /s/ Mark Mershon ----------------------------------------- _____________ dt 1017561 ;	Nelnet Nelnet, Inc. ( Consumer Financial Services ) ; Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Warehouse Note Purchase and Security Agreement [Amendment No. 2]: WELLS FARGO BANK MINNESOTA, NA – AMENDMENT TO WAREHOUSE NOTE PURCHASE AGRMT {TEXT} {PAGE} Exhibit 10.12 EXECUTION COPY ================================================================================ SECOND AMENDMENT TO WAREHOUSE NOTE PURCHASE AND SECURITY AGREEMENT among NHELP-III, INC., as the Issuer and WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, as the successor Trustee and DELAWARE FUNDING CORPORATION, as a Note Purchaser and THREE RIVERS FUNDING CORPORATION, as a Note Purchaser and JPMORGAN CHASE BANK, as DFC Agent _____________ WELLS FARGO BANK MINNESOTA, NA – in such capacity, the "DFC Agent") and Administrative Agent (in such capacity, the "Administrative Agent"); MELLON BANK, N.A., a national banking association, as TRFC Agent (the "TRFC Agent") and WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, a national banking association and successor to Norwest Bank Minnesota, National Association, as eligible lender and successor trustee (the "Trustee"). PRELIMINARY STATEMENTS 1. The Issuer, DFC, TRFC, the _____________ WELLS FARGO BANK MINNESOTA, NA – s/ Bradley S. Schwartz ---------------------------------------- Name: Bradley S. Schwartz Title: Managing Director MELLON BANK, N.A., as TRFC Agent By /s/ Mark Mershon ----------------------------------------- Name: Mark Mershon Title: Vice President THE TRUSTEE: WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, as Trustee By /s/ Scott Ulven ----------------------------------------- Name: Scott Ulven Title: Corporate Trust Officer [Signature Page to Second Amendment to Warehouse Note Purchase and Security Agreement] {/TEXT} {/DOCUMENT} _____________ dt 1010988