a1034amendmentno4executi







Execution Copy   AMENDMENT NO. 4   TO   CREDIT AGREEMENT   This AMENDMENT NO.4 (this "Amendment") is entered into as of February 13,2015,   by and among NELNET, INC. (the "Borrower"), the Lenders (as defined in the Credit   Agreement defined below) signatory hereto and U.S. BANK NATIONAL ASSOCIATION, as   Agent for the Lenders (in such capacity, the "Agent"). Capitalized terms used herein but not   now defined herein shall have the meaning given such terms in the Credit Agreement (as defined   below).   WHEREAS, the Borrower, the Lenders and the Agent are party to that certain   Credit Agreement, dated as of February 17, 2012, as amended by Amendment No.1 to Credit   Agreement, dated as of March 16, 2012, Amendment No.2 to Credit Agreement, dated as of   March 28, 2013 and Amendment No. 3 to Credit Agreement, dated as of June 30, 2014   (collectively, the "Credit Agreement");   WHEREAS, the Borrower has requested that certain clarifications be made to the   Credit Agreement; and   WHEREAS, the Lenders have agreed to amend the Credit Agreement on the   terms and conditions set forth herein.   NOW, THEREFORE, for good and valuable consideration, the receipt and   sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Credit   Agreement as follows:   SECTION 1. Amendments to Credit Agreement.   The Credit Agreement is hereby amended in the following respects:   (a) Section 6.01 of the Credit Agreement is hereby amended by deleting the "and"   following clause (b), replacing the period at the end of clause (c) with a semi-colon, replacing the   period at the end of clause (d) with "and" and adding new clause (e) at the end thereof as   follows:   (e) other Recourse Indebtedness in connection with sales of   private student loans previously treated as asset sales with   respect to which the Borrower or any of its Subsidiaries has   an obligation to purchase any such private student loans   that become delinquent, provided the aggregate outstanding   balance of such private student loans sold pursuant to such   ACTIVE 205346431 Y.7    





 







terms does not exceed $155,300,000 as of December 31,   2014 with such maximum amount reducing automatically   when and as such private student loans are repaid or   repurchased by the Borrower or one of its Subsidiaries by   an amount equal to the amount of such repayment or   purchase.   (b) Section 6.02 of the Credit Agreement is hereby amended by   redesignating the clause currently identified as (e) as new clause (f) and adding a   new clause (e) immediately prior thereto reading as follows:   (e) Liens granted by the Borrower or one or more of its Subsidiaries to   secure the Indebtedness described in Section 6.01(e); and   SECTION 2. Conditions of Effectiveness. This Amendment will become effective   retroactively as of December 31, 2014 (the "Effective Date") when, and only when, the Agent   has received counterparts of this Amendment executed by the Borrower and the Required   Lenders.   SECTION 3. Representations and Warranties. The Borrower hereby represents and   warrants as follows:   (a) This Amendment and the Credit Agreement, as amended by this Amendment,   constitute legal, valid and binding obligations of such party enforceable against such party in   accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency   or similar laws affecting the enforcement of creditors' rights generally and general equitable   principles; and   (b) As of the date hereof, and giving effect to the terms of this Amendment, there   exists no Default or Event of Default and the representations and warranties contained in Article   III of the Credit Agreement, as amended hereby, are true and correct in all material respects.   SECTION 4. Reference to and the Effect on the Agreement.   (a) On and after the Effective Date of this Amendment, and for any relevant prior   dates, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof',   "herein" or words of like import referring to the Credit Agreement and each reference to the   Credit Agreement in any certificate delivered in connection therewith, shall mean and be a   reference to the Credit Agreement as amended hereby.   (b) Each of the parties hereto hereby agrees that, except as specifically amended   above, the Credit Agreement is hereby ratified and confirmed and shall continue to be in full   force and effect and enforceable, except as such enforcement may be limited by applicable   bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors'   rights generally and general equitable principles.   ACTIVE 205346431 v. 7    





 







SECTION 5. H~adings. Section headings in this Amendment are included herein for   convenience only and do not constitute a part of this Amendment for any other purpose.   SECTION 6. Execution in Counterparts. This Amendment may be executed in any   number of counterparts and by different parties hereto in separate counterparts, each of which   when so executed and delivered shall be deemed to be an original and all of which taken together   shall constitute but one and the same agreement. Delivery of an executed counterpart of this   Amendment by facsimile, electronic mail, portable document format (PDF) or similar means   shall be effective as delivery of an original executed counterpart of this Amendment.   SECTION 7. Governing Law. The validity, construction and enforceability of this   Amendment shall be governed by the internal law of the State of New York.   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]   SIGNATURE PAGES FOLLOW   ACT1VE 205346431 v.7    





 







IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly   executed by their respective authorized signatories as of the date and year first above written.   NELNET, INC.,   Signature Page to Amendment No.4   to Credit Agreement   ACTIVE 205346431 v.6    





 







ACTIVE 205346431 v.5   U.S. BANK NATIONAL ASSOCIATION,   as Administrative Agent and a Lender   Name: Danie   Title: Relationship Manager   Signature Page to Amendment No.4   to Credit Agreement    





 







ACTIVE 205346431 v.7   WELLS FARGO BANK, NATIONAL   ASSOCIATION, as a Lender   Signature Page to Amendment No.4   to Credit Agreement    





 







cmaoec, N.A.,   as a Lender   Signature Page toAmendmenl No.4   to Credit Agreemenl   ACfIVE 205346431 v.5    





 







ACTIVE 205346431 v.7   ROYAL BANK OF CANADA,   as a Lender   Title: Authorized Signatory    





 







ACTIVE 205346431 v.7   FIRST NATIONAL BANK OF OMAHA,   as a Lender   Signature Page to Amendment No.4   to Credit Agreement    





 







ACTIVE 205346431 v.7   BANK OF MONTREAL, CHICAGO   BRANCH,   as a Lender   By: ~ ___   Name: Karen Louie   Title: Director   Signature Page to Amendment No.4   to Credit Agreement    





 







CONSENT AND REAFFIRMA nON   Each of the undersigned hereby acknowledges receipt of a copy of the foregoing   Amendment No.4 entered into as of February __ ,2015, to the Credit Agreement dated as of   February 17,2012, as amended by that certain Amendment No.1 to Credit Agreement dated as   of March 16,2012 and that certain Amendment No.2 to Credit Agreement dated as of March 28,   2013 and that certain Amendment No.3 to Credit Agreement dated as of June 30, 2014   (collectively the "Credit Agreement") among Nelnet, Inc. (the "Borrower"), the financial   institutions from time to time party thereto as lenders (the "Lenders") and U.S. Bank National   Association, in its individual capacity as a Lender and in its capacity as the Administrative Agent   (the "Ag~nt"), which Amendment No.4 is dated as of June 30, 2014 (the "Amendment").   Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the   meanings given to them in the Credit Agreement. Without in any way establishing a course of   dealing by the Agent or any Lender, each of the undersigned consents to the Amendment and   reaffirms the terms and conditions of the Guaranty executed by it and acknowledges and agrees   that such Guaranty remains in full force and effect and is hereby reaffirmed, ratified and   confirmed.   All references to the Credit Agreement contained in the above-referenced documents   shall be references to the Credit Agreement as so modified by the Amendment and as the same   Credit Agreement may from time to time hereafter be amended, modified or restated.   Dated: February _,2015   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]   SIGNA TURE PAGE FOLLOWS   ACTIVE 20534643 J v.7    





 







IN WITNESS WHEREOF, each Initial Guarantor has caused this Consent and   Reaffirmation to be duly executed by it authorized officer as of the day and year first above   written.   NATIONAL EDUCATION LOAN   NETWORK, INC.~   ~By:   Name: Mike Dunlap   Title: President   NELNET BUSINESS SOLUTIONS,   INC.   BY:~&   Name: Mike Dunlap   Title: Assistant Vice President   NELNET DNERSIFIED   SOLUTIONS, LLC.   BY:~ b   Name: Mike Dunlap   Title: Vice President and Manager   NELNET ENROLLMENT   SOLUTIONS, LLC   BY:~~   Name: Mike Dunlap   Title: Manager   ACTNE 205346431v.7