Commitment Increase Letter Agreement between Nelnet Education Loan Funding, Inc. and Societe Generale (February 20, 2004)

Summary

Nelnet Education Loan Funding, Inc. and Societe Generale have agreed to increase Societe Generale's lending commitment under their existing Warehouse Note Purchase and Security Agreement from $350 million to $600 million, effective March 1, 2004. In exchange, Nelnet will issue new replacement notes to Societe Generale reflecting the increased amounts. This agreement is formalized by both parties signing this letter, and it references the terms of the original agreement.

EX-10.58 7 p18329_ex10-58.txt LETTER AGREEMENT / SOCIETE GENERALE Exhibit 10.58 February 20, 2004 Societe Generale 181 West Madison Street Suite 3400 Chicago, IL 60602 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"), Wells Fargo Bank Minnesota, National Association, as trustee, Wells Fargo Bank Minnesota, National Association, as eligible lender trustee, YC SUSI 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, Barton 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/ Terry J. Heimes -------------------------------- Terry J. Heimes, President ACCEPTED AND AGREED TO: SOCIETE GENERALE, as Societe Generale Facility Agent By /s/ Paul Schmeider ------------------------------- Title: /s/ Director -------------------------- cc: Wells Fargo Bank Minnesota, National Association 6th and Marquette Avenue Minneapolis, Minnesota ###-###-#### Attn: Corporate Trust Department Societe Generale 1221 Avenue of the Americas New York, NY 10020 Attn: Paul Schmieder 2