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DocuSign Envelope ID: 47D18492-A602-4729-AB95-93322C6405AC                                AIRCRAFT MANAGEMENT AGREEMENT                     THIS  AIRCRAFT  MANAGEMENT  AGREEMENT           (the  “Agreement”)  is              made and entered into as of the 1st day of January 2019, (the “Effective Date”) by and              among Duncan Aviation, Inc. (“Duncan”) and National Education Loan Network, Inc.              (“Nelnet”) and MSD711, LLC (“MSD”) as joint owners and Michael S. Dunlap as lessee              of MSD711 and an operator of the Aircraft (“Dunlap”) (Nelnet and MSD being sometimes              referred to herein individually as a “Joint Owner” and collectively as the “Joint Owners”)              and is made with reference to the following:                     A.    This Agreement supersedes and replaces that certain Aircraft Management              Agreement dated June 25, 2013 among Duncan, Nelnet and Union Financial Services, Inc.                     B.    The Joint Owners are parties to an Aircraft Joint Ownership Agreement (the              “Ownership Agreement”) of even date herewith;                     C.    The Joint Owners are the registered owners, as tenants in common in the              proportions provided for in the Ownership Agreement of the following described aircraft:              Manufacturer/Model: Cessna  560XL; Serial  No. 560-5597; Registration  No.  N711LV              (herein the “Aircraft”) and Dunlap is lessee of MSD and an operator of the Aircraft;                     D.    MSD has leased its Ownership Percentage of the Aircraft to Dunlap, who              will be the operator of the Aircraft with respect to such Ownership Percentage;                     E.    The Joint Owners and  Dunlap have agreed, pursuant to the terms of the              Ownership Agreement to engage the services of Duncan to manage the Aircraft; and                     F.    Duncan is desirous of managing the use, maintenance and all other matters              pertaining to the Aircraft on the terms and conditions set forth herein.                     NOW,  THEREFORE,    in  consideration  of  the  premises  and  of  the  mutual              agreements contained herein, and intending to be legally bound hereby, the parties agree              as follows:                     1.    The following terms as used in this Agreement (including the preamble of              this  Agreement)  shall  have  the  following  meaning  unless  the  context  clearly  indicates              otherwise:                          (a)   “Ownership  Percentages” means  the  undivided  interest  in  the              Aircraft.                          (b)   “Use  Amount”  means  the  uses  of  the  Aircraft  in  an  amount              consistent  with  the  Joint  Owners’  Ownership  Percentages  in  each  twelve  (12)  month              period, unless otherwise agreed.                          (c)   “Actual Use Percentage” means the actual use of the Aircraft during              the twelve (12) month period ending on December 31 of such year.                                                   1 





 






DocuSign Envelope ID: 47D18492-A602-4729-AB95-93322C6405AC                      2.    The Joint Owners and Dunlap hereby engage Duncan, and Duncan hereby              agrees, to manage the Aircraft for the benefit of the Joint Owners and Dunlap.  Duncan              hereby  accepts  possession  of  the  Aircraft  from  the  Joint  Owners and  Dunlap for  the              purposes set forth herein.                     3.    Duncan hereby agrees to manage, maintain and operate the Aircraft for the              benefit of the Joint Owners and Dunlap with all due reasonable care and in accordance with              applicable insurance coverage and within the standards and guidelines established by the              Federal Aviation Administration (the “FAA”) and to comply with all laws, ordinances or              regulations relating to the use, operation and maintenance of the Aircraft.  Duncan will              permit the Aircraft to be used only as contemplated by the manufacturer thereof as specified              in the owner’s manual and other technical materials regarding the Aircraft provided by the              manufacturer.                     4.    Throughout the term of  this Agreement, Duncan will, as directed by the              Joint  Owners and  Dunlap, (a)  inspect,  maintain,  service,  repair,  overhaul  and  test  the              Aircraft by duly competent personnel, in accordance with FAA approved maintenance and              preventive repair programs therefore, as required to keep the Aircraft airworthy and in good              operating condition; (b) maintain all records, logs and other materials required by the FAA              to  be  maintained  in  respect  of  the  Aircraft  and  make  the  same  available  for the Joint              Owners’ inspection; and (c) comply with all laws of every jurisdiction in which the Aircraft              may be operated and with all rules of the FAA and any other governmental body exercising              jurisdiction  over  the  Aircraft,  and  shall  maintain  the  Aircraft  in  proper  condition  for              operation  under  such  laws  and  rules  including,  without  limitation,  all  manufacturer’s              recommended maintenance.                     5.    (a)   Nelnet  and  Dunlap  each agree  to  operate  the  Aircraft  with              professionally qualified pilots who are familiar with and licensed to operate the Aircraft              and  who  shall  meet  and  maintain  the  insurance  requirements  of  any insurance  policy              covering the Aircraft. Nelnet and Dunlap will furnish to Duncan, the names of such pilots              it intends to utilize in connection with the operation of the Aircraft. The names of the              currently available qualified pilots which Nelnet and Dunlap intend to use shall be attached              hereto from time to time as Exhibit A. Notwithstanding the employment of any pilot by              Duncan,  and  subject  to the  provisions  of Section 14 of  this  Agreement pertaining  to              operational control, each member of the flight crew utilized for flights by Nelnet or Dunlap              shall be subject to the direction of Nelnet or Dunlap.                           (b)   Nelnet  and  Dunlap hereby  direct  Duncan,  and  Duncan  hereby              agrees, to make all necessary take-off, flight and landing arrangements for flights operated              by Nelnet or Dunlap.  Duncan will pay for and bill the party on whose behalf the flight is              conducted, and such party shall be liable for and agrees to pay for, all flight operating              expenses  relating  to  such  flight, including  but  not  limited  to  fuel,  travel and  lodging              expenses for the flight crew, hangar and tie-down costs, landing fees, in-flight food and              beverages.  Fuel purchased at a Duncan facility shall be charged at 80% of Duncan’s then              current standard fuel rate. The Joint Owners and Dunlap shall, at reasonable times, have                                                   2 





 






DocuSign Envelope ID: 47D18492-A602-4729-AB95-93322C6405AC                the  right  to  inspect  Duncan’s  records  with  respect  to  the  Aircraft  (including,  without              limitation, all maintenance records).                           (c) The parties acknowledge that MSD shall not under any circumstances              provide  flight  crew  for  the  Aircraft,  and  Dunlap  shall  be  responsible  for  supplying,              contracting for and paying for all flight crew for any operation of the Aircraft by Dunlap.                     6.    At  the  direction  of  the  Joint  Owners and  Dunlap, Duncan  shall  provide              suitable hangar facilities for the Aircraft at the Lincoln, Nebraska Municipal Airport.                     7.    (a)   The Joint  Owners and  Dunlap hereby  direct, and  Duncan  hereby              agrees  to  arrange  for,  obtain  and  keep  in  force  during  the  term  of  this  Agreement,  the              following insurance coverages with insurers of recognized reputation, responsibility and              having at least an A.M. Best rating of “A-” or better:                                 (1)   aircraft physical damage insurance with no deductible with              respect to the Aircraft, against loss, theft or damage, extended coverage with respect to any              engines or parts while removed from the Aircraft, for not less than the current fair market              value of the Aircraft naming the Joint Owners and Dunlap as named insureds and as loss              payees with losses payable as their respective interests may appear in the event of an actual              or constructive total loss.                                 (2)   passenger and third- party liability insurance for the Aircraft              in  an  amount  not  less  than  One  Hundred  Million  Dollars  ($100,000,000.00)  combined              single limit liability coverage and shall cause each Joint Owner and Dunlap to be named              insureds thereunder.                           (b)   Copies  of  such  policies  and  certificates  of insurance  shall  be              furnished to the Joint Owners and Dunlap upon execution of this Agreement, and upon              request thereafter.  Such insurance shall be maintained by Duncan in full force and effect              throughout the term hereof and the insurer shall provide each Joint Owner and Dunlap with              thirty (30) days advance written notice of cancellation or material alteration.                     8.    At  the  direction  of  the  Joint  Owners or  Dunlap, Duncan  will  provide              assistance to and consult with them in all matters regarding the Aircraft including, but not              limited to:                           FAA and manufacturer’s correspondence and directives;                           Enforcement of warranty claims;                           Enforcement, litigation and settlement of insurance matters; and                           Parts replacement, services and maintenance arrangements.                                                   3 





 






DocuSign Envelope ID: 47D18492-A602-4729-AB95-93322C6405AC                      9.    As  compensation  for  the  services  to  be  provided  by  Duncan  hereunder,              Nelnet and Dunlap hereby each jointly and severally agree to pay a monthly management              fee to Duncan in the amount of $33,017.00 per month commencing on January 1, 2019              (herein  the  “Monthly  Management  Fee”). The  Monthly  Management  Fee  shall  be              Duncan’s full compensation for the salaries, benefits and payroll taxes of the pilots of the              Aircraft, the cost of providing hull and liability insurance on the Aircraft, navigation and              weather  services,  hangar  rent  and  for  providing  management  and  scheduling  services              hereunder. Nelnet’s and Dunlap’s pro-rata portion of the Monthly Management Fee shall              be due and payable to Duncan in advance not later than the 10th day of each month during              the term of this Agreement.  The Monthly Management Fee is subject to adjustment by              mutual agreement of the parties hereto to reflect the then current cost of providing the              services covered thereby.                     10.   If Duncan is either unable or unwilling to provide required maintenance              Joint Owners and Dunlap shall have the right to direct such required maintenance to such              duly licensed and qualified maintenance facilities as they deem appropriate. When Duncan              provides maintenance with respect to the Aircraft, each of Nelnet and Dunlap jointly and              severally hereby  agrees  to  pay  Duncan  such party’s pro-rata  portion  of  the  cost  of              maintaining and repairing the Aircraft and its components. It is agreed and understood that              the proportion of the total monthly fixed costs initially paid by each party is based on the              Joint Owner’s respective Ownership Percentages, provided, Dunlap shall pay an amount              proportionate to MSD’s Ownership Percentage.  If any party uses the Aircraft in excess of              its  annual  Use  Amount,  as  soon  as  practical  after  each year during  the  term  hereof,              commencing January 1, 2020, the Joint Owners will determine the percentage of each Joint              Owner’s  actual  use  of  the  Aircraft  during  the  twelve  (12)  month  period  ending  on              December 31  of the  prior year (the  ”Actual  Use  Percentage”).  If  the  Actual  Use              Percentages are different than the Ownership Percentages, the amount of the total fixed              cost payments made during such twelve (12) month period will be adjusted among the              parties on the basis of Actual Use Percentages.                     11.   At  the  direction  of  the  Joint Owners, Duncan will  schedule  use  of  the              Aircraft in accordance with the following criteria:                           (a)   Use will be scheduled on a “first-come, first served” basis, subject,              however, to the provisions of subsection (d) of this Section 11.                           (b)   Nelnet  and  Dunlap will  be  entitled  to  use  the  Aircraft  for  the              following number of flight hours (the “Allocated Flight Hours”) during each twelve-month              period commencing with the date of this Agreement:                           Nelnet - 330 hours                          Dunlap – 70 hours                           (c)   Allocated Flight Hours not utilized during any twelve-month period              may not be carried over to subsequent periods.                                                   4 





 






DocuSign Envelope ID: 47D18492-A602-4729-AB95-93322C6405AC                            (d)   A party’s use of the Aircraft will be deemed to commence at the              time the Aircraft takes off and will terminate when the Aircraft lands at the destination              Airport unless the party requires the Aircraft to lay-over, in which case use of the Aircraft              will terminate when the party releases the Aircraft.  In addition, one-tenth (1/10) of an hour              shall be added to each take-off and landing to account for taxi time.  Each such hour of use              of the Aircraft (including such one-tenth (1/10) hour for each take-off and landing) and              rounded to the nearest one-tenth (1/10) of an hour is referred to herein as a “Flight Hour”.              Flight Hours for one-way trips shall include, as applicable, the time required to position              the  Aircraft  from  Lincoln,  Nebraska  to  the  point  of  origin  or  to  return  the  Aircraft  to              Lincoln, Nebraska from the point of destination.  Notwithstanding the foregoing, each party              agrees that each day it uses the Aircraft (including lay-over days) shall be deemed to be a              minimum of one and one-half (1.5) Flight Hours.                           (e)   Subject to the Aircraft’s availability for use by another party for such              party’s Allocated Flight Hours, a party may make reasonable use of the Aircraft for more              than the party’s annual Allocated Flight Hours.  For purposes of calculating the party’s              proportion of the Aircraft’s airframe and maintenance  expenses in accordance with the              terms  of  this  Agreement, each  Flight  Hour,  or  portion  thereof,  in  excess  of  the party’s              Allocated Flight Hours during any year shall be allocated to such party.                     12.   This  Agreement  is  effective  as  of  the  date  first  written  above  and  will              continue in effect until cancelled by Duncan or by the Joint Owners holding a majority of              the Ownership Percentages upon not less than thirty (30) days prior written notice.                     13.   The Joint Owners and Dunlap acknowledge and agree that Duncan shall              have no liability for delay or failure pursuant to this Agreement when such failure is caused              by  government regulation or  authority, war, civil commotion, strikes or labor disputes,              weather condition, Acts of God or as the result of maintenance or repair activities.                     14.   The Joint Owners, Dunlap and Duncan further agree that when, in the sole              discretion of Nelnet, Dunlap, Duncan  or  the  pilots  of  the  Aircraft,  safety  may  be              compromised, each of them shall have the right to terminate a flight, refuse to commence              a flight, and take other action necessitated by such safety considerations without liability              for loss, injury, damage or delay.                     15.   The  Joint  Owners and  Dunlap acknowledge  and  agree  that  it  is  their              responsibility to ensure that operations of the Aircraft conducted on behalf of the Joint              Owners and Dunlap are not subject to the provisions of Part 135 of the Federal Aviation              Regulations.   Each  Joint  Owner and  Dunlap jointly  and severally agrees  that  it  will              indemnify, defend and hold Duncan harmless from any liability, cost or expense, including              cost of defense, arising out of fines, penalties or other administrative sanctions imposed on              or threatened or assessed against Duncan as a result of the failure of such Joint Owner or              Dunlap to comply with this obligation.                     16.   The initial term of this Agreement (the “Initial Term”) shall be for a period              of  two  (2)  calendar  years  commencing  the  Effective  Date.   The  Initial  Term  may  be                                                   5 





 






DocuSign Envelope ID: 47D18492-A602-4729-AB95-93322C6405AC                changed or extended by the written mutual agreement of the parties.  Notwithstanding the              foregoing, Duncan and either of the Joint Owners or Dunlap may terminate this Agreement              at any time, for any or no reason, by providing no less than sixty (60) days’ written notice              to the other parties.                     17.   LIMITATION OF LIABLITY:    IN NO EVENT SHALL ANY     PARTY              BE  LIABLE  FOR  OR  HAVE  ANY  DUTY  FOR  INDEMNIFICATION  OR              CONTRIBUTION  TO  ANY  OTHER  PARTY  FOR  ANY  INDIRECT,  SPECIAL,              INCIDENTAL,  CONSEQUENTIAL,  OR  PUNITIVE  DAMAGES,  OR  FOR  ANY              DAMAGES CONSISTING OF DAMAGES FOR LOSS OF USE, REVENUE, PROFIT,              BUSINESS OPPORTUNITIES AND THE LIKE, OR DEPRECIATION, DECLINE OR              LOSS  OF  VALUE  OF  THE  AIRCRAFT  OR  ANY  OTHER  PROPERTY,  OR              INSURANCE  DEDUCTIBLE,  EVEN  IF  THE  PARTY  HAD  BEEN  ADVISED,  OR              KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.              In the event of damage to the Aircraft or other property by Duncan, any other party’s              sole and exclusive remedy, and Duncan’s sole and exclusive liability, is limited to the              repair or replacement (at Duncan’s option) of the damaged portion of the Aircraft or              other property.                     18.   LIMITED  WARRANTY:    Duncan  warrants  that  the  services  provided              hereunder will comply with applicable FAA and other applicable governmental authority              regulations in effect as of the date the service is performed (as interpreted by (a) the FAA              office  having  jurisdiction  over  the  facility   where  the  service  is  performed;  (b)  the              designated  FAA  authority  at  the  facility  where  the  service  is  performed;  or  (c)  other              applicable  governmental  authority)  and  will  be  performed  in  a  good  and  workmanlike              manner  free  from  defects  in  workmanship  and  material,  including  new  components              manufactured by Duncan, under normal use for one (1) year and for ninety (90) days on              used components refurbished by Duncan from date of installation. The warranty on  all              other new and used components shall be limited to the warranty provided by the supplying              manufacturer or vendor, if any. This warranty does not apply to (i) normal wear and tear,              (ii)  the  consequences  of  accident,  negligence,  abuse  or  misuse,  or  of  repair,  removal,              reinstallation or alteration other than by Duncan and (iii) to work which, at the direction,              of  any  of  the  other  parties was  not  performed  in  accordance  with  Duncan’s  standard              operating procedures. The sole and exclusive remedy of the other parties, and Duncan’s              sole  and exclusive  liability,  with  respect  to  this  warranty  is  limited  to  repair  or              replacement  (at  Duncan’s  option)  of  the  nonconforming  or  defective  services  or              component. THE FOREGOING WARRANTY IS IN LIEU OF, AND THE OWNER              HEREBY  WAIVES,  ALL  OTHER  WARRANTIES,  EXPRESS  OR  IMPLIED,              INCLUDING,  WITHOUT  LIMITATION,  IMPLIED  WARRANTIES  OF              MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.                                                   6 





 






DocuSign Envelope ID: 47D18492-A602-4729-AB95-93322C6405AC                      19.   MISCELLANEOUS.                     19.1  Any notice to a party required or given hereunder shall be deemed given              when placed in first class mail with the proper postage and addressed to the party at the              address first appearing above, or to such other address as the party shall have previously              designated in writing.                     19.2  The  parties  agree  that  no  representation,  statement,  amendment  or              agreement other that as set forth herein shall be binding upon either of the parties unless in              writing, signed by each party and expressly modifying this Agreement.                     19.3  If  any  provision  of  this  Agreement  is  held  to  be  invalid,  the  remaining              portions hereof shall, insofar as possible, remain in full force and effect.                     19.4  This Agreement shall be binding on and shall inure to the benefit of the              parties hereto and their successors in interest.                     19.5  This Agreement constitutes the complete understanding and agreement of              the  parties  with  respect  to  the  matters  covered  herein  and  supersedes  any  and  all  prior              understandings and agreements.                     19.6  This  Agreement  may  be  executed  in  any  number  of  counterparts,  all  of              which shall be construed together and shall constitute one agreement.                     19.7  The Joint Owners and Dunlap will be responsible for, and each jointly and              severally agrees to indemnify and hold Duncan harmless from liability for, any and all              excise, sales, and other taxes (except taxes based on Duncan’s income), license fees and              any other fees or assessments arising from their ownership or use of the Aircraft (including              interest and penalties).                                                   7 





 






DocuSign Envelope ID: 1F6DFE32-CC17-4D15-AB49-43340C5484BD47D18492-A602-4729-AB95-93322C6405AC                                     IN WITNESS WHEREOF, the parties have executed this Agreement as of the               date first set forth above.                               Duncan Aviation, Inc.               National Education Loan Network, Inc.                (“Duncan”)                          (“Joint Owner”)                              By:____________________________     By: __________________________                              Title: __________________________Vice President & General Counsel Title: Secretary                                                   121 S. 13th Street, Suite 100                       3701 Aviation Road              Address:  _____________________     Lincoln, NE 68508                Lincoln, NE  68524              _____________________________                                                                                                                            ________________________________                                                   Michael S. Dunlap, Operator                                                   121 S. 13th Street, Suite 100                                                   Lincoln, NE 68508                                                                                 MSD711, LLC                                                   (“Joint Owner”)                                                                   By:  __________________________                                                         Michael S. Dunlap, Member                                                         121 S. 13th Street, Suite 100                                                         Lincoln, NE 68508                                                                                                                                                                                                                   7  





 






DocuSign Envelope ID: 47D18492-A602-4729-AB95-93322C6405AC                                              EXHIBIT A                                    QUALIFED PILOT SCHEDULE                                           January 1, 2019               Duncan Aviation Flight Department Pilot Staff Qualified to act as PIC and or SIC in the              Citation 560XL (XLS) N711LV               Larry Bartlett              Lou Gray              Paul Higgins              Ben Hilton              Jon Kroesche              Craig Rathjen              Mark Schindler              Marc Shoemaker              Lyle Stohlmann              Paul Wiles                                                   9