Thirteenth Amendment of Amended and Restated Participation Agreement (November 9th, 2010)

This Thirteenth Amendment of the Amended and Restated Participation Agreement (the "Amendment") is made and entered into as of this 1st day of September, 2010, by and between and Union Bank and Trust Company, a Nebraska banking corporation and trust company, solely in its capacity as trustee of various grantor trusts known as Short Term Federal Investment Trusts or other grantor trusts ("Union Bank") and National Education Loan Network, Inc., a Nevada corporation ("Nelnet").

ELIGIBLE LENDER TRUST AGREEMENT Between NELNET SUPERCONDUIT FUNDING, LLC, as the Funding Note Issuer and ZIONS FIRST NATIONAL BANK, Not in Its Individual Capacity but Solely as the Eligible Lender Trustee Dated as of May 13, 2009 (August 10th, 2009)

ELIGIBLE LENDER TRUST AGREEMENT (the Agreement), dated as of May 13, 2009 between NELNET SUPER CONDUIT FUNDING, LLC, a Delaware limited liability company (the Funding Note Issuer), and ZIONS FIRST NATIONAL BANK, a national banking association, not in its individual capacity but solely as eligible lender trustee on behalf and for the benefit of the Funding Note Issuer (the Eligible Lender Trustee).

FUNDING NOTE PURCHASE AGREEMENT by and Among STRAIGHT-A FUNDING, LLC, as Conduit Lender, NELNET SUPERCONDUIT FUNDING, LLC, as Funding Note Issuer, ZIONS FIRST NATIONAL BANK, as Eligible Lender Trustee, THE BANK OF NEW YORK MELLON, as Conduit Administrator, Securities Intermediary and Conduit Lender Eligible Lender Trustee, NATIONAL EDUCATION LOAN NETWORK, INC., as SPV Administrator, NELNET, INC., as Sponsor BMO CAPITAL MARKETS CORP., as Manager and NATIONAL EDUCATION LOAN NETWORK, INC., as Master Servicer May 13, 2009 (August 10th, 2009)

THIS FUNDING NOTE PURCHASE AGREEMENT is made as of May 13, 2009, among STRAIGHT-A FUNDING, LLC, a limited liability company organized under the laws of the State of Delaware, as Conduit Lender, NELNET SUPERCONDUIT FUNDING, LLC, a Delaware limited liability company, as Funding Note Issuer, ZIONS FIRST NATIONAL BANK, a national banking association, as the Eligible Lender Trustee hereunder, THE BANK OF NEW YORK MELLON, a New York banking corporation, as Conduit Administrator for the Conduit Lender, as Securities Intermediary and as Conduit Lender Eligible Lender Trustee, NATIONAL EDUCATION LOAN NETWORK, INC., a Nevada corporation, as the SPV Administrator for the Funding Note Issuer, NELNET, INC., a Nebraska corporation, as Sponsor, BMO CAPITAL MARKETS CORP., a company organized under the laws of the State of Delaware, as Manager for the Conduit Lender, and NATIONAL EDUCATION LOAN NETWORK, INC., a Nevada corporation, as Master Servicer. Certain capitalized terms used throughout this Agree

LOAN SERVICING AGREEMENT Between NELNET, INC. And UNION BANK AND TRUST COMPANY, Individually and as Trustee Date: November 25, 2008 (March 3rd, 2009)

THIS LOAN SERVICING AGREEMENT (this Agreement) is made as of the 25th day of November, 2008 (the Effective Date), by and between NELNET, INC., a Nebraska corporation (the Servicer), and Union Bank and Trust Company, individually and as trustee, a Nebraska state banking corporation and trust company (the Lender).

Assurance Commitment Agreement (March 3rd, 2009)

This Assurance Commitment Agreement (the Agreement) is made and entered into as of the 25th day of November, 2008, by and among Jay L. Dunlap, individually, Angie Muhleisen, individually and Michael S. Dunlap, individually (collectively, the Dunlap Family), Nelnet, Inc., a Nebraska corporation (Nelnet), Union Bank and Trust Company, a Nebraska state banking corporation (Union Bank) and Farmers & Merchants Investment Inc., a Nebraska corporation (the Holding Company).

Loan Purchase Agreement (March 3rd, 2009)

This Loan Purchase Agreement (the Loan Purchase Agreement) made and entered into as of this 25th day of November, 2008, by and between Nelnet Education Loan Funding, Inc., f/k/a NEBHELP, INC., a Nebraska corporation (the Seller), acting, where applicable, by and through Wells Fargo Bank, National Association, not individually but as Eligible Lender Trustee (the Trustee) for the Seller under the Warehouse Agreement or Eligible Lender Trust Agreement (as defined herein), and Union Bank and Trust Company, a Nebraska state bank and trust company, acting in its individual capacity and as trustee (the Purchaser).

Contract (June 6th, 2007)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of May 31, 2007 (the "Agreement), is by and among Nelnet, Inc., a Nebraska corporation ("Parent"), Nelnet Academic Services, LLC, a Nebraska limited liability company and a wholly-owned subsidiary of Parent ("Subsidiary") and Packers Service Group, Inc., a Nebraska corporation ("Company"). WHEREAS, the Boards of Directors of Parent, Subsidiary and Company have approved the merger of Company with and into Subsidiary pursuant to this Agreement (the "Merger") and the transactions contemplated hereby upon the terms and subject to the conditions set forth herein; WHEREAS, the parties wish to proceed with the Merger in the manner represented to the Internal Revenue Service and as contemplated in Private Letter Ruling 10615107 issued on April 18, 2007 (the "Private Letter Ruling"); and NOW, THEREFORE, in consideration of the premises and t

Contract (May 10th, 2007)

EXECUTION COPY ================================================================================ AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 8, 2007 among Nelnet, Inc. The Lenders Party Hereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Citibank, N.A., as Syndication Agent --------------------------- J.P. Morgan Securities Inc. Sole Lead Arranger and Bookrunner ================================================================================ ====================================

Contract (January 30th, 2007)

Exhibit 10.3 COMMERCIAL PAPER ISSUING AND PAYING AGENT AGREEMENT (BOOK-ENTRY AND OBLIGATIONS USING DTC FACILITIES AND PHYSICAL NOTES) THIS AGREEMENT ("Agreement") dated as of December 29, 2006 ("Effective Date") is entered into by and between Nelnet, Inc (the "Issuer") with offices at 121 South 13th Street, Suite 201 Lincoln, NE 68508 and Deutsche Bank Trust Company Americas (the "Bank") with offices at 60 Wall St, 27th Floor, New York, NY 10005. SECTION 1. APPOINTMENT The Issuer requests and authorizes the Bank to act as agent for the Issuer in connection with the issuance and payment of unsecured (a) book-entry obligations (each an "Obligation" and collectively the "Obligations") as evidenced by Master Note Certificate(s) (the "Note Certificate(s)") and (b) bearer short term promissory notes o

Contract (January 30th, 2007)

Exhibit 10.2 COMMERCIAL PAPER DEALER AGREEMENT 4 (2) PROGRAM - -------------------------------------------------------------------------------- Between: NELNET, INC., AS ISSUER and BANC OF AMERICA SECURITIES LLC, AS DEALER Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of December 29, 2006 between the Issuer and Deutsche Bank Trust Company Americas, as Issuing and Paying Agent Dated as of December 29, 2006 COMMERCIAL PAPER DEALER AGREEMENT 4(2) PROGRAM This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in co

Contract (January 30th, 2007)

Exhibit 10.1 COMMERCIAL PAPER DEALER AGREEMENT 4 (2) PROGRAM - -------------------------------------------------------------------------------- Between: NELNET, INC., AS ISSUER and SUNTRUST CAPITAL MARKETS, INC., AS DEALER Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of December 29, 2006 between the Issuer and Deutsche Bank Trust Company Americas, as Issuing and Paying Agent Dated as of December 29, 2006 COMMERCIAL PAPER DEALER AGREEMENT 4(2) PROGRAM This agreement (the "Agreement") sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, i

Contract (October 16th, 2006)

Exhibit 10.2 AMENDMENT TO AGREEMENT OF PURCHASE AND SALE THIS AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (the "Amendment") is made as of the 25th day of September, 2006, by and between MAD DOG GUEST RANCH, LLC, a Wyoming limited liability company ("Seller") and Nelnet, Inc., a Nebraska corporation ("Purchaser"). RECITALS WHEREAS, Seller and Purchaser are parties to an Agreement of Purchase and Sale dated May 16, 2006 (the "Agreement of Purchase and Sale"); WHEREAS, the Agreement of Purchase and Sale incorrectly identifies Seller as a Nebraska limited liability company; and WHEREAS, the parties hereto now desire to amend the Agreement of Purchase and Sale in the manner and to the extent hereinafter set forth. NOW, THEREFORE, in consideration of the undertakings and obligations of the parties as set forth herein, the receipt and sufficiency of which, if and when performed, are hereby a

Contract (October 16th, 2006)

Exhibit 10.8 OFFICE SUBLEASE This Office Sublease ("Sublease"), dated as of April 30, 2001, is between Union Bank and Trust Company, a Nebraska banking corporation ("Sublessor"), and NELnet, Inc., a Nevada corporation ("Sublessee"). RECITALS Sublessor, as tenant, and Miller & Paine, as landlord, executed an Office Building Lease dated June 21, 1996, as amended (the "Master Lease"). By the terms of the Master Lease, certain land in the City of Lincoln, State of Nebraska was leased to Sublessor for a term as set forth therein with a series of options to renew same. The Master Lease, by this reference, is hereby incorporated as though set forth in full herein. Sublessor desires to sublease to Sublessee a portion of the Building (as such term is defined in the Master Lease) and Sublessee desires to sublease those premises from Sublessor. NOW, THEREFORE, Sublessor and Sublessee agree

Contract (September 28th, 2006)

Replacement Capital Covenant, dated as of September 27, 2006 (this "Replacement Capital Covenant"), by Nelnet, Inc., a Delaware corporation (together with its successors and assigns, the "Corporation"), in favor of and for the benefit of each Covered Debtholder (as defined below).

Summary of Named Executive Officer Compensation for 2006 (March 13th, 2006)

The following sets forth a summary of the base salary and other compensation arrangements for 2006 for the Co-Chief Executive Officers (the "Co-CEOs") of Nelnet, Inc. (the "Company") and the four other highest compensated executive officers of the Company during 2005 by reference to total annual salary and bonus for 2005 (collectively, the "Named Executive Officers").

Contract (October 3rd, 2005)

Exhibit 2.1 STOCK AND ASSET PURCHASE AGREEMENT This Stock and Asset Purchase Agreement (this "Agreement") is entered into as of the 3rd day of October, 2005, by and among Nelnet, Inc., a Nebraska corporation (the "Parent"), NNI Acquisition Servicing Limited Partnership, a Nebraska limited partnership and indirect wholly owned subsidiary of the Parent (the "Buyer"), Greater Texas Foundation, a Texas non-profit corporation (the "Foundation"), and LoanSTAR Systems, Inc., a Texas non-profit corporation (the "Servicer"). RECITALS A. The Foundation is the record holder of 100,000 shares of senior stock, $0.01 par value per share (the "Stock"), of LoanSTAR Funding Group, Inc., a Texas corporation (the "Company"), representing all of the issued and outstanding capital stock of the Company. B. The parties desire that the Foundation sell to the Buyer and the Buyer purchase from the Foundation, upon the term

Contract (August 25th, 2005)

Exhibit 99.1 ================================================================================ CREDIT AGREEMENT dated as of August 19, 2005 among Nelnet, Inc. The Lenders Party Hereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Citibank, N.A., as Syndication Agent --------------------------- J.P. Morgan Securities Inc., and Citigroup Global Markets, Inc. Joint Lead Arrangers and Joint Bookrunners ========================================================================

Contract (March 16th, 2005)

EXHIBIT 10.66 AGREEMENT TO PURCHASE AND SELL PARTIAL INTEREST IN AIRCRAFT THIS AGREEMENT TO PURCHASE AND SELL PARTIAL INTEREST IN AIRCRAFT (the "AGREEMENT") is made and entered into as of this 27th day of September, 2004, by and between Nelnet Corporate Services, Inc., f/k/a Nelnet Corporation (herein referred to as "Seller"), and Crete Carrier Corporation ("Crete Carrier") and Nebco Intermodal, Inc. ("Nebco"), (Crete Carrier and Nebco being referred to herein individually as a "Purchaser" and collectively as the "Purchasers"), with respect to That certain Cessna Citation Excel model aircraft, Serial No. 560-5270, Reg No. N300DA (the "Aircraft") NOW, THEREFORE, in consideration of the mutual covenants hereafter contained, the parties hereto agree as follows: 1. Sale of Seller's Interest in Aircraft. Seller hereby agrees to sell, assign, transfer and deliver to Purchasers and Purchasers hereby severally agree to purchase from the Seller, under and pur

Contract (March 16th, 2005)

EXHIBIT 10.70 AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment"), entered into as of September 24, 2004, is by and among NELNET, INC. ("NELNET"), a corporation duly organized and validly existing under the laws of the State of Nebraska and formerly known as Nelnet Loan Services, Inc., NATIONAL EDUCATION LOAN NETWORK, INC. ("NETWORK"), a corporation duly organized and validly existing under the laws of the State of Nevada and formerly known as Nelnet, Inc. (NETWORK and NELNET, herein individually a "Borrower" and collectively "Borrowers"), and M&I MARSHALL & ILSLEY BANK ("M&I"), SUNTRUST BANK, FIRST NATIONAL BANK OF OMAHA and FIFTH THIRD BANK (individually "Bank" and collectively the "Banks") and M&I, in its capacity as agent for the Banks (the "Agent"). W I T N E S S E T H: WHEREAS, the Borrowers, the Agent and the Banks are parties to that certain Credit

Contract (March 16th, 2005)

EXHIBIT 10.67 AIRCRAFT MANAGEMENT AGREEMENT THIS AIRCRAFT MANAGEMENT AGREEMENT (the "Agreement") is made and entered into as of the 30th day of September, 2004, by and between DUNCAN AVIATION, INC. ("Duncan") and Nelnet Corporate Services, Inc. ("Nelnet") and Union Financial Services, Inc. ("UFS") (Nelnet and UFS 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. Joint Owners are the owners, as tenants in common, of that certain Cessna Citation VI aircraft, Serial No. 650-0232, Registration No. N711LV (the "Aircraft"). B. Joint Owners have agreed pursuant to the terms of an Aircraft Joint Ownership Agreement (the "Joint Ownership Agreement") of even date herewith executed amount them to engage the services of Duncan to manage the Aircraft. C. Duncan is desirous of managing the use, maintenance and all othe

Contract (March 16th, 2005)

EXHIBIT 10.69 AIRCRAFT SALES AGREEMENT THIS AIRCRAFT SALES AGREEMENT (the "AGREEMENT") is made and entered into as of this 1st day of October, 2004, by and between Nelnet Corporate Services, Inc., 121 South 13th Street, Suite 201, Lincoln, Nebraska 68508, and Union Financial Services, Inc. (herein collectively referred to as "Purchaser"), and Mobek Investments, LLC, 2501 Expedition Court, Sioux City, Iowa 51111, (herein referred to as "Seller"), with respect to the following Aircraft and Engines (collectively, the "Aircraft") as represented per Exhibit A. attached hereto. MANUFACTURER Cessna Aircraft Company MODEL Citation VI SERIAL NUMBER. 650-0232 REGISTRATION NUMBER N711LV ENGINES SERIAL NUMBERS P-108115 / P-108128 NOW, THEREFORE, in consideration of the mutual covenants herea

Contract (March 16th, 2005)

EXHIBIT 4.17 INDENTURE OF TRUST by and between NELNET STUDENT LOAN TRUST 2005-1 and ZIONS FIRST NATIONAL BANK, as Trustee and as Eligible Lender Trustee Dated as of February 1, 2005 NELNET STUDENT LOAN TRUST 2005-1 Reconciliation and tie between Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and Indenture of Trust, dated as of February 1, 2005. Trust Indenture Act Section Indenture Section Section 310(a)(1) 7.23 310(a)(2) 7.23 310(b) 7.23, 7.09 Section 311(a) 7.08 311(b)

Contract (March 16th, 2005)

EXHIBIT 10.68 AIRCRAFT JOINT OWNERSHIP AGREEMENT THIS AIRCRAFT JOINT OWNERSHIP AGREEMENT (the "Agreement") is made and entered into as of the 30th day of September, 2004, by and between Nelnet Corporate Services, Inc. ("Nelnet"), and Union Financial Services, Inc. ("UFS") (Nelnet and UFS being referred to herein individually as a "Joint Owner" and collectively as the "Joint Owners") and is made with reference to the following: A. Joint Owners are the registered joint owners, as tenants in common in the proportions provided for herein, of that certain Cessna Citation VI model aircraft, Serial No. 650-0232_, U.S. Registration No. N711LV (the "Aircraft"). B. Joint Owners wish to enter into an agreement pursuant to the provisions of Section 91.501 of the Federal Aviation Regulations for the use, operation and maintenance of the Aircraft and for the allocation of the costs associated therewith. NOW, THEREFORE, in consideration of t

Contract (February 10th, 2005)

Exhibit 10.1 AMENDMENT OF AGREEMENTS This Amendment of Agreements (the "Amendment") is made and entered into as of this 4th day of February, 2005, by and between Union Bank and Trust Company, a Nebraska bank and trust company, acting in its own right and in its capacity as trustee ("Union Bank") and National Education Loan Network, Inc., f/k/a Nelnet, Inc., a Nevada corporation ("Nelnet"). WHEREAS, Union Bank and Nelnet (or its subsidiaries or parent) have entered into a series of agreements with respect to marketing, origination and purchases of education loans made and guaranteed under the Higher Education Act of 1965, as amended ("Student Loans") and now wish to amend, modify, restate and/or terminate those agreements as further set forth herein, to be effective as of January 1, 2005 (the "Effective Date"); and, WHEREAS, in connection with such amendments, Union Bank will sell its outstanding portfolio of Student Loans to Nel

Contract (November 15th, 2004)

EXHIBIT 4.16 INDENTURE OF TRUST by and between NELNET STUDENT LOAN TRUST 2004-4 and ZIONS FIRST NATIONAL BANK, as Trustee and as Eligible Lender Trustee Dated as of September 1, 2004 NELNET STUDENT LOAN TRUST 2004-4 Reconciliation and tie between Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and Indenture of Trust, dated as of September 1, 2004. TRUST INDENTURE ACT SECTION INDENTURE SECTION Section 310(a)(1) 7.23 310(a)(2) 7.23 310(b) 7.23, 7.09 Section 311(a) 7.08 311(b)

Contract (August 16th, 2004)

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

Contract (August 16th, 2004)

SECURITY AGREEMENT This Security Agreement (the "Agreement") is entered into as of this 15th day of June, 2004, by and between Premiere Credit of North America, LLC, an Indiana limited liability company ("Debtor") and National Education Loan Network, Inc., a Nevada corporation ("Secured Party"). Debtor, for consideration, hereby assigns and pledges to Secured Party and grants to Secured Party a first security interest in all furniture and equipment of Debtor now owned or hereafter acquired, and all replacements, substitutions, accessions and proceeds thereof, including but not limited to the property described in Exhibit A, attached hereto. This Agreement is intended to secure payment of the indebtedness evidenced by that certain promissory note of eve date herewith, payable by Debtor to Secured Party (the "Note"). Debtor expressly warrants and covenants that, except for the security interest granted hereby, Debtor is the legal and beneficial owner of the Collateral free fr

Contract (August 16th, 2004)

LINE OF CREDIT AGREEMENT This Line of Credit Agreement (the "Agreement") is made and entered into by and between National Education Loan Network, Inc., a Nevada corporation ("Lender") and Premiere Credit of North America, LLC, an Indiana limited liability company ("Borrower") as of this 15th day of June, 2004. 1. PROMISE TO PAY. Borrower hereby promises to pay to Lender the total of all credit advances and interest thereon together with all costs and expenses for which Borrower is responsible under this Agreement. Borrower shall pay to Lender all accrued and unpaid interest on the first business day of each month during which any advances are outstanding. Payment of all balances outstanding under this credit line shall be made by the Borrower to the Lender upon termination of this Agreement. Borrower's promise to pay shall further be evidenced by a promissory note in the form of Exhibit A, attached hereto, which shall be executed and delivered by Borrower to Lender on the

Contract (August 16th, 2004)

Contract (May 17th, 2004)

EXHIBIT 10.72 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") is entered into as of the 5TH day of April, 2004, by and between National Education Loan Network, Inc., a Nevada corporation (the "Buyer") and INFINET Integrated Solutions, Inc., an Illinois corporation (the "Company"). RECITALS The parties desire that Company issues and sells to Buyer and Buyer purchases from Company upon the terms and conditions hereinafter set forth all of the capital stock representing a 50.0% equity interest in Company immediately after all transactions contemplated or referenced in this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and in consideration of and in reliance upon the representations, warranties and obligations in this Agreement, the parties agree as follows: ARTICLE I PURCHASE OF STOCK

Contract (May 17th, 2004)

EXHIBIT 4.14 - -------------------------------------------------------------------------------- INDENTURE OF TRUST by and among NELNET EDUCATION LOAN FUNDING, INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Indenture Trustee and WELLS FARGO BANK, NATIONAL ASSOCIATION as Eligible Lender Trustee Dated as of April 1, 2004 - -------------------------------------------------------------------------------- NELNET EDUCATION LOAN FUNDING, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture of Trust, dated as of April 1, 2004. TRUST INDENTURE ACT SECTION INDENTURE SECTION Section 310(

Contract (May 17th, 2004)

EXHIBIT 10.71 AGREEMENT TO EXTEND THE TERMINATION DATE FOR THE WAREHOUSE NOTE PURCHASE AND SECURITY AGREEMENT THIS AGREEMENT TO EXTEND THE TERMINATION DATE FOR THE WAREHOUSE NOTE PURCHASE AND SECURITY AGREEMENT, dated as of May 1, 2004 (this "Extension Agreement"), among Nelnet Education Loan Funding, Inc. (the "Borrower"), Bank of America, N.A., as a facility agent, Deutsche Bank AG, New York Branch, as a facility agent, Societe Generale, as a facility agent, and Bank of America, N.A., as administrative agent (the "Administrative Agent"), extends the Termination Date (as described herein) for the Warehouse Note Purchase and Security Agreement, dated as of May 1, 2003 (as amended and supplemented, the "Warehouse Agreement"), among the Borrower, Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee"), Wells Fargo Bank Minnesota, National Association, as eligible lender trustee (the "Eligible Lender Trustee"), YC SUSI Trust

Contract (May 17th, 2004)

EXHIBIT 10.66 - -------------------------------------------------------------------------------- AMENDED AND RESTATED WAREHOUSE NOTE PURCHASE AND SECURITY AGREEMENT among NHELP-III, INC., as the Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Trustee and DELAWARE FUNDING COMPANY LLC, as a Note Purchaser and PARK AVENUE RECEIVABLES COMPANY LLC, as a Note Purchaser and THREE RIVERS FUNDING CORPORATION, as a Note Purchaser

Contract (May 17th, 2004)

EXHIBIT 10.67 APRIL 2004 AMENDMENT TO APPLICATION AND AGREEMENT FOR STANDBY LETTER OF CREDIT, LOAN PURCHASE AGREEMENTS, AND STANDBY STUDENT LOAN PURCHASE AGREEMENTS THIS APRIL 2004 AMENDMENT TO APPLICATION AND AGREEMENT FOR STANDBY LETTER OF CREDIT, LOAN PURCHASE AGREEMENTS, AND STANDBY STUDENT LOAN PURCHASE AGREEMENT, dated effective as of April 15, 2004 (the "AMENDMENT") is among NATIONAL EDUCATION LOAN NETWORK, INC. (formerly known as Nelnet, Inc.), a corporation duly organized and validly existing under the laws of the State of Nevada ("NELN"), NELNET, INC. (formerly known as Nelnet Loan Services, Inc.), a corporation duly organized and validly existing under the laws of the State of Nebraska ("NELNET"), NELNET EDUCATION LOAN FUNDING, INC., a corporation organized and validly existing under the laws of the State of Nebraska ("NEBHELP"), UNION BANK AND TRUST COMPANY, a Nebraska state ba

Contract (May 17th, 2004)

EXHIBIT 10.69 [NELN letterhead] April 19, 2004 Ken Backemeyer Union Bank and Trust Company 6801 South 27th Street Lincoln, Nebraska 68512 James D. Kruger Student Loan Acquisition Authority of Arizona, LLC 121 South 13th Street, Suite 201 Lincoln, Nebraska 68508 Re: UNION BANK STUDENT LOAN SALE AGREEMENTS Dear Ken and Jim: This letter will confirm the termination, effective as of April 19, 2004, of the First Amendment of Loan Sale and Commitment Agreement dated as of December 13, 2002 (the "Amendment") between Student Loan Acquisition Authority of Arizona, LLC, as successor in interest to Student Loan Acquisition Authority of Arizona ("SLAAA") and Union Bank and Trust Company, in its own right and in its capacity as trustee ("Union Bank"). SLAAA was willing to enter into the Amendment due to the willingness of Nelnet, Inc. to reduce its servicing fees on SLAAA's student loans. SLAAA and Union Bank acknowledge that the Amendment no longe