ARTICLES OF INCORPORATION
OF
NELNET STUDENT LOAN CORPORATION-2
The undersigned, acting as incorporator of NELNET Student Loan
Corporation-2, under Title 7, Chapter 78 of the Nevada Revised Statutes, adopts
the following Articles of Incorporation.
ARTICLE I
NAME
The name of the corporation is:
NELNET Student Loan Corporation-2
ARTICLE II
ADDRESS
The mailing address of the corporation is:
1801 California Street, Suite 3920
Denver, Colorado 80202
ARTICLE III
COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence on the date of filing of
these Articles of Incorporation, and the corporation shall have perpetual
existence.
ARTICLE IV
PURPOSE
The nature of the business or purposes to be conducted or promoted are:
1. To execute and deliver one or more student loan purchase agreements
(each, a Purchase Agreement") by and between the corporation, as purchaser, and
various sellers of student loans selected by the corporation (each, a "Seller"
and, collectively, the "Sellers"); one or more servicing or subservicing
agreements (each, a "Servicing Agreement"), by and between the corporation and
various servicers of student loans selected by the corporation (each, a
"Servicer" and, collectively, the "Servicers"); and the Indenture of Trust (the
"Indenture"), between the corporation and Zions First National Bank, as trustee,
and to undertake all rights, duties and obligations contained in said
Agreements, including, but not limited to, the purchase of the student loans (as
defined in the Purchase Agreement) from a Seller and the pledge and assignment
of said student loans, rights, duties and obligations to the trustee pursuant to
the Indenture.
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2. To enter into documents on substantially similar terms as the
Agreements referred to above as may be contemplated by the Indenture.
3. To enter into and to perform obligations pursuant to agreements
necessary or desirable to effectuate the foregoing, including the Notes (as
defined in the Indenture) (such agreement and the agreements referred to in
paragraphs 1 and 2 shall be collectively referred to herein as the
"Agreements").
4. To engage in any other lawful act or activity for which private
corporations may be organized under the Nevada Revised Statutes which are
incidental to the foregoing or necessary and appropriate to the foregoing.
ARTICLE V
AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to have
outstanding at any time is 1,000 shares of common stock, each share having no
par value.
ARTICLE VI
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is The Corporation Trust Company of Nevada, 1 East First Street, Reno, Nevada
89501, and the name of the corporation's initial registered agent at that
address is The Corporation Trust Company of Nevada.
ARTICLE VII
INITIAL BOARD OF DIRECTORS
The corporation shall have five directors initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The names and street addresses
of the initial directors are:
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NAME ADDRESS
Michael S. Dunlap 6801 S. 27th Street
Lincoln, Nebraska 68512
Stephen F. Butterfield 6991 East Camelback Road, Suite B290
Scottsdale, Arizona 85251
Ross Wilcox 4732 Calvert Street
Lincoln, Nebraska 68506
Ronald W. Page 1801 California St., Suite 3920
Denver, Colorado 80202
Dr. Paul Hoff Hernia Hill, Rural Route 1
Seward, Nebraska 68434
ARTICLE VIII
INCORPORATOR
The name and street address of the incorporator is:
Name Address
Robert J. Ahrenholz 717 17th Street, Suite 2900
Denver, Colorado 80202
ARTICLE IX
BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in
the board of directors and the shareholders, except as limited by Article X
hereof and that the board of directors may not amend or repeal any bylaw adopted
by the shareholders if the shareholders specifically provide that the bylaw is
not subject to amendment or repeal by the directors.
ARTICLE X
RESTRICTIONS
So long as the Indenture is in effect:
1. The corporation shall not engage in any business or activity other
than in connection with or relating to the Agreements and as otherwise permitted
herein.
2. The corporation shall not consolidate or merge with or into any other
entity or convey or transfer its properties and assets substantially as an
entirety to any entity unless (a) the entity (if other than the corporation)
formed or surviving such consolidation or merger, or that acquires by conveyance
or transfer the properties and assets of the corporation substantially as an
entirety, shall be organized and existing under the laws of the United States of
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America or any State thereof or the District of Columbia, and shall expressly
assume, the due and punctual payment of the Notes then outstanding and the
performance of every covenant on the part of the corporation to be performed or
observed pursuant to the Indenture, and (b) immediately after giving effect to
such transaction, no Event of Default under the Indenture shall have occurred
and be continuing.
3. The corporation shall not dissolve or liquidate, in whole or in part,
except (a) to the extent a merger or consolidation as described in Section 2 of
this Article X may be deemed a dissolution or liquidation or (b) with the prior
written consent of the rating agency or agencies rating any of the Notes issued
under the Indenture (collectively, the "Rating Agency").
4. The funds and other assets of the corporation shall not be commingled
with those of any other individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust, unincorporated organization,
or government or any agency or political subdivision thereof.
5. The corporation shall not hold itself out as being liable for the
debts of any other party.
6. The corporation shall not form, or cause to be formed, any
subsidiaries.
7. The corporation shall act solely in its corporate name and through
its duly authorized officers or agents in the conduct of its business, and shall
conduct its business so as not to mislead others as to the identity of the
entity with which they are concerned.
8. The corporation shall maintain corporate records and books of account
and shall not commingle its corporate records and books of account with the
corporate records and books of account of any other corporation. The books of
the corporation may be kept (subject to any provision contained in the
applicable statutes) inside or outside the State of Nevada such place or places
as may be designated from time to time by the Board of Directors or in the
Bylaws of the corporation.
9. The Board of Directors of the corporation shall hold appropriate
meetings to authorize all of its corporate actions. Regular meetings of the
Board of Directors shall be held not less frequently than three times per annum.
10. Meetings of the shareholders of the corporation shall be held not
less frequently than one time per annum.
11. The corporation shall not amend, alter, change or repeal any
provision contained in this Article X without (a) the affirmative vote in favor
thereof of the holders of the outstanding stock of the corporation entitled to
vote thereon; and (b) the prior written consent of the Rating Agency.
12. The corporation shall not amend its articles of incorporation or
bylaws without the prior written consent of the Rating Agency.
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13. The corporation shall not permit nor register the transfer of any of
its capital stock.
14. The corporation shall not incur, assume or guarantee any
indebtedness of any person, except for such indebtedness (a) as may be incurred
by the corporation in connection with the issuance of the notes under the
Indenture (the "Notes"), (b) as is non-recourse to the corporation and
subordinate to payments on the Notes, (c) as is rated no less than the rating
assigned by the Rating Agency with respect to the Notes, or (d) as may otherwise
be issued with the written confirmation of the Rating Agency that any rating
with respect to the existing Notes will not be withdrawn or downgraded as a
result of such issuance.
ARTICLE XI
SPECIAL DIRECTOR PROVISIONS
So long as the Indenture is in effect, at all times, except in the case
of a temporary vacancy, which shall promptly be filled, at least one director of
the corporation shall be a person who does not own beneficially, directly or
indirectly, more than 5% of the outstanding Common Stock and who is not a
director, officer or employee of any person, firm, corporation or other entity
owning beneficially, directly or indirectly, more than 5% of the outstanding
Common Stock of the corporation (the "Special Director"); provided, that such
Special Director may serve in similar capacities for other "special purpose
entities" formed by NELNET Student Loan Corporation-2 or affiliates thereof. In
the event of the resignation of the Special Director of the corporation whose
service satisfies the foregoing qualification requirement, the shareholders or
the Board of Directors of the corporation, as the case may be, shall elect or
appoint a person to such vacancy who meets the criteria set out in the foregoing
sentence. The member of the initial Board of Directors who fulfills the
foregoing requirements is Dr. Paul Hoff, whose address is Hernia Hill, Rural
Route 1, Seward, Nebraska 68434.
ARTICLE XII
BANKRUPTCY RESTRICTIONS
The corporation shall not, without the unanimous affirmative vote of the
whole Board of Directors (which shall include the Special Director) of the
corporation, institute any proceedings to adjudicate the corporation a bankrupt
or insolvent, consent to the institution of bankruptcy or insolvency proceedings
against the corporation, file a petition seeking or consenting to reorganization
or relief under any applicable federal or state law relating to bankruptcy,
consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the corporation or a substantial
part of its property or admit its inability to pay its debts generally as they
become due or authorize any of the foregoing to be done or taken on behalf of
the corporation. With respect to a vote for the filing of a bankruptcy petition
or other such action as described above, the Special Director shall owe his
fiduciary duty to the corporation itself, including the corporation's creditors.
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ARTICLE XIII
AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal
any provision in these Articles of Incorporation in the manner prescribed by
law, and all rights conferred on shareholders are subject to this reservation,
provided that any such amendment, alteration or repeal shall comply with the
provisions of Article X hereof.
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The undersigned incorporator, for the purpose of forming a corporation
under the laws of the State of Nevada, has executed these Articles of
Incorporation this 8th day of October, 1999.
/s/ Robert J. Ahrenholz
--------------------------------
Robert J. Ahrenholz, Incorporator
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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
Pursuant to Title 7, Chapter 28 of the Nevada Revised Statutes, the
following is submitted:
That NELNET Student Loan Corporation-2 desiring to organize under the
laws of the State of Nevada with its initial registered office, as indicated in
its Articles of Incorporation, at c/o The Corporation Trust Company of Nevada, 1
East First Street, Reno, Nevada 89501, has named The Corporation Trust Company
of Nevada as its agent to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the corporation named
above, at the place designated in this certificate, I agree to act in that
capacity, to comply with the provisions of Title 7, Chapter 28 of the Nevada
Revised Statutes, and am familiar with, and accept, the obligations of that
position.
THE CORPORATION TRUST COMPANY OF NEVADA
By /s/ Marcia J. Sunahara
-----------------------------
Name Marcia J. Sunahara
Title Asst. V.P.
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