Exhibit 10.77
JPMorgan Chase Bank
Global Derivative Operations
0 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
INTEREST RATE SWAP CONFIRMATION
AMENDED AND RESTATED
To : NELNET INC.
Attn : Xxxxx Xxxxx/Xxxxx Xxxxx
Fax : 0-000-000-0000
Date : 28 August 2003
Re : Transaction Reference No. OIS1744494 / 660115170
The purpose of this letter agreement is to confirm tie 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
Master Agreement dated as of 20 May 2002, as amended and supplemented
from time to time (the "Agreement"), between JPMorgan Chase Bank
("JPMorgan") and Nelnet Inc. ("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 500,000,000.00
TRADE DATE: 6 August 2003
EFFECTIVE DATE: 25 August 2003
TERMINATION DATE: 25 August 2006, subject to adjustment in
accordance with the Following Business Day
Convention.
FLOATING AMOUNTS (1):
FLOATING RATE PAYER: COUNTERPARTY
FLOATING RATE PAYER
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Confirmation - Swap Transaction JPMorgan Ref: OIS1744494/66115170
PAYMENT DATES: 25 November, 25 February, 25 May, 25 August of
each year commencing with 25 November 2003 and
ending with, and including, the Termination
Date, subject to adjustment in accordance with
the Following Business Day Convention.
FLOATING RATE FOR INITIAL
CALCULATION PERIOD: TO BE DETERMINED
FLOATING RATE OPTION: USD - TBILL - H.15
SPREAD: Plus 0.3500000 percent
METHOD OF AVERAGING: Unweighted Average Race
RESET DATES: Weekly
COMPOUNDING: Not Applicable
FLOATING RATE
DAY COUNT FRACTION: Actual/Actual
BUSINESS DAYS: New York
FLOATING AMOUNTS (2):
FLOATING RATE PAYER: JPMorgan
FLOATING RATE PAYER
PAYMENT DATES: 25 November, 25 February, 25 May, 25 August of
each year commencing with 25 November 2003 and
ending with, and including, the Termination
Date, subject to adjustment in accordance with
the Following Business Day Convention.
FLOATING RATE FOR INITIAL
CALCULATION PERIOD: TO BE DETERMINED
FLOATING RATE OPTION: USD - LIBOR - BBA
SPREAD: None
DESIGNATED MATURITY: 3 Months
RESET DATES: The first day of each Calculation Period.
COMPOUNDING: NotApplicable
FLOATING RATE
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Confirmation - Swap Transaction JPMorgan Ref: OIS1744494/66115170
DAY COUNT FRACTION: Actual/360
BUSINESS DAYS: New York
CALCULATION AGENT: JPMorgan, unless otherwise specified in the
Agreement.
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
To be advised
(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 the 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
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Confirmation - Swap Transaction JPMorgan Ref: OIS1744494/66115170
expected results of that Transaction.
(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 chat 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 INC.
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
-------------------------
Title: CFO
------------------------
apl/(a)kw/(a)apl
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Confirmation - Swap Transaction JPMorgan Ref: OIS1744494/66115170
Global Derivative Operations Contact List
CONFIRMATIONS
Telephone Facsimile
--------- ---------
Single and Cross Currency Swaps, FRA's and Interest Rate Options
Return executed confirmations / Send your confirmations to: (000) 000-0000 / 9262 / 9263
Discrepancies with Confirm: (000) 000-0000 / 7296 / 0000 (000) 000-0000 / 9262/9263
If you did not receive our Confirmation: (000) 000-0000 / 3089 / 0000 (000) 000-0000 / 9262 / 9263
RATE RESET ADVICES
(Single and Cross Currency Swaps, FRA'S and Interest Rate Options)
JPMorgan Chase Bank, London Branch.
If you did not receive a Rare Reset Advice: 00(0) 0000 000000 00(0) 1202 343440
Email: xxxxxxxxxxx_xxxxx@xxxxxxxx.xxx
JPMorgan Chase Bank, New York Branch
If you did not receive a Rate Reset Advice: (000) 000-0000 / 7359 (718) 242-4206
PAYMENTS
(Single and Cross Currency Swaps, FRA's and Interest Rate Options)
JPMorgan Chase Bank, London Branch
Pre-Settlement: 00(0) 0000-000000 00(0)0000 000000
Post-Settlement: 00(0) 0000-000000 00(0)0000-000000
Email: xxxxxxxxxxx_xxxxx@xxxxxxxx.xxx
Asia Specific:
Xxxxx Xxxxxxxxx: 00(0) 0000 00 0000
Xxxxxxx Xxxxxxxxxxx: 00(0) 0000 00 0000
Xxxxxxxxxx Xxxxxx: 00(0) 0000 00 0000
Xxxxxx Xxxxxx: 00(0) 0000 00 0000
Facsimile: 00(0) 0000 00 0000
Email: xxxxx-xxxxx-xxxxxxx@xxxxxxxx.xxx
JPMorgan Chase Bank, New York Branch
Pre-Settlement: (000) 000-0000 / 2827 / 0000(000) 000-0000
Customer Service: (000) 000-0000 / 0000(000) 000-0000
Email: xx.xxx.xxxxxxxx.xxxxxxx@xxxxxxxx.xxx
Email: xx.xxxx.xxxxxxxx.xxxxxxx@xxxxxxxx.xxx
JPMorgan Chase Bank, London S.W.I.F.T BIC (XXXXXX0X) Telex 94060015
JPMorgan Chase Bank, New York S.W.I.F.T BIC (XXXXXX00) Telex 420120 CMB UW
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