EXHIBIT 10.140
[JPMorgan LOGO]
JPMORGAN CHASE BANK
Global Derivative Operations
0 Xxxxxxxxx XXXXXX, 00xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
INTEREST RATE SWAP CONFIRMATION
AMENDED AND RESTATED
TO : NELNET INCORPORATED
LINCOLN NE
USA
ATTN: Xxxxxx Xxxxxxxxxxx
ATTN : Swap Operations
FAX : 0000-000-0000
DATE : 24 October 2003
RE : Transaction Reference No. 0002320282 / 66675214/66675215
The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between us on the Trade Date below.
It constitutes a "Confirmation" as referred to in the ISDA Master Agreement
described below.
The definitions and provisions contained in the 2000 ISDA Definitions
as published by the International Swaps and Derivatives Association, Inc.
("ISDA") are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject to, the
Derivatives Trading Arrangement dated as of 20 May 2002, as amended
and supplemented from time to time (the "Agreement"), between JPMorgan
Chase Bank ("JPMorgan") and Nelnet Incorporated ("Counterparty"). All
provisions contained in the Agreement govern this Confirmation except
as expressly modified below.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
NOTIONAL AMOUNT: USD 150,000,000.00
TRADE DATE: 1 October 2003
EFFECTIVE DATE: 2 October 2003
TERMINATION DATE: 6 September 2005, subject to adjustment in
accordance with the Following Business Day
Convention.
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Confirmation - Swap Transaction JPMorgan Ref: 0002320282/66675214
FIXED AMOUNTS:
FIXED RATE PAYER: COUNTERPARTY
FIXED RATE PAYER
PAYMENT DATES: 28 Calendar days following the Effective Date
commencing on 2 OCTOBER 2003, and on each day
thereafter that is 28 Calendar days following the
previous Period End Date subject to adjustment in
accordance with the Following Business Day
Convention.
FIXED RATE: 1.683750 percent
FIXED RATE
DAY COUNT FRACTION: Actual/360
BUSINESS DAYS: New York
FLOATING AMOUNTS:
FLOATING RATE PAYER: JPMORGAN
FLOATING RATE PAYER
PAYMENT DATES: On each Fixed Rate Payer Payment Date.
FLOATING RATE FOR INITIAL
CALCULATION PERIOD: 1.120000 Percent
FLOATING RATE OPTION: USD - LIBOR - BBA
SPREAD: None
DESIGNATED MATURITY: 1 Month
RESET DATES: The first day of each Calculation Period.
COMPOUNDING: Not Applicable
FLOATING RATE
DAY COUNT FRACTION: Actual/360
BUSINESS DAYS: New York
CALCULATION AGENT: JPMorgan, unless otherwise specified in the
Agreement
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Confirmation - Swap Transaction JPMorgan Ref: 0002320282/00000000
3. ACCOUNT DETAILS
PAYMENTS TO JPMORGAN:
JPMORGAN CHASE BANK, NEW YORK,
JPMORGAN, NY ABA# 000000000, A/C# 000-000-0000
PAYMENTS TO COUNTERPARTY:
To be Advised
4. OFFICE, ADDRESS AND TELEPHONE NUMBER FOR NOTICES IN CONNECTION WITH
THIS TRANSACTION
(a) COUNTERPARTY: its Office in
LINCOLN NE
USA
ATTN: XXXXX XXXXX/XXXXX XXXXX
FAX: 000-000-0000
(b) JPMORGAN: its head Office in
New York c/o Global Derivative Operations
0 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
5. DOCUMENTS TO BE DELIVERED
Each party shall deliver to die other, at the time of its execution of
this Confirmation, evidence of the incumbency and specimen signature of
the person(s) executing this Confirmation, unless such evidence has been
previously supplied and remains true and in effect.
6. RELATIONSHIP BETWEEN PARTIES
Each party will be deemed to represent to the other party on the date on
which it enters into a Transaction that (absent a written agreement
between the parties that expressly imposes affirmative obligations to
the contrary for that Transaction): -
(a) Non-Reliance. It is acting for its own account, and it has made its
own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon its
own judgement and upon advice from such advisers as it has deemed
necessary. It is not relying on any communication (written or oral) of
the other party as investment advice or as a recommendation to enter
into that Transaction; it being understood that information and
explanations related to the terms and conditions of a Transaction shall
not be considered investment advice or a recommendation to enter into
that Transaction. No communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to the
expected results of that Transaction.
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Confirmation - Swap Transaction JPMorgan Ref: 0002320282/66675214
(b) Assessment and Understanding. It is capable of assessing the merits
of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms, conditions
and risks of that Transaction. It is capable of assuming, and assumes
the risks of that Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary for
or an adviser to it in respect of that Transaction.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to
us.
Yours sincerely,
JPMORGAN CHASE BANK
By: /s/ XXXXXXX XXXXXX
-----------------------
Name: XXXXXXX XXXXXX
Title: VICE PRESIDENT
Confirmed as of the date first
above written:
NELNET INCORPORATED
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Name: Xxxxx X. Xxxxxx
_______________________
Title: CFO
______________________
mng/(a)kw
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Confirmation - Swap Transaction JPMorgan Ref: 0002320282/66675214
JPMORGAN CHASE BANK, NEW YORK
C/O 0 XXXXXXXXX XXXXXX, 00XX XXXXX, XXXXXXXX, XXX XXXX 00000
GLOBAL DERIVATIVE OPERATIONS CONTACT LIST
CONFIRMATIONS
SINGLE AND CROSS CURRENCY SWAPS, FRA'S AND INTEREST RATE OPTIONS
TELEPHONE FACSIMILE
Return executed confirmations / Send your confirmations to:
(000) 000 0000 / 9262 / 9263
Discrepancies with Confirm: (000) 000 0000 / 7296 / 3100
(000) 000 0000 / 9262 / 9263
If you did not receive our Confirmation: (000) 000 0000 / 3089 / 3323
(000) 000 0000 / 9262 / 9263
RATE RESET ADVICES
(SINGLE AND CROSS CURRENCY SWAPS, FRA'S AND INTEREST RATE OPTIONS)
JPMORGAN CHASE BANK, NEW YORK BRANCH
If you did not receive a
Rate Reset Advice: (000)000 0000 / 0000 (000) 000 0000
PAYMENTS
(SINGLE AND CROSS CURRENCY SWAPS, FRA'S AND INTEREST RATE OPTIONS)
JPMORGAN CHASE BANK, NEW YORK BRANCH
Pre-Settlement: (000) 000 0000 / 2827 / 0000 (000) 000 0000
Customer Service: (000) 000 0000 / 7296 (718) 242 4216
Email: xx.xxx.xxxxxxxx.xxxxxxx@xxxxxxxx.xxx
Email: xx.xxxx.xxxxxxxx.xxxxxxx@xxxxxxxx.xxx
MARK-TO-MARKET (VALUATIONS)
Xxxxx Xxxxxx (000) 000 0000
Xxxxxxx Xxxxxxxx (000) 000 0000
JPMorgan Chase Bank, New York S.W.I.F.T BIC (XXXXXX00) Telex 420120 CMB UW
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