EX-10.140 49 y88696a4exv10w140.txt TERMINATION OF CAP TRANSACTION EXHIBIT 10.140 [JPMorgan LOGO] JPMORGAN CHASE BANK Global Derivative Operations 4 Metrotech CENTER, 17th Floor Brooklyn, New York 11245 INTEREST RATE SWAP CONFIRMATION AMENDED AND RESTATED TO : NELNET INCORPORATED LINCOLN NE USA ATTN: Hannah Smitterberg ATTN : Swap Operations FAX : 1480-947-5452 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. Page 1 of 5 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 Page 2 of 5 Confirmation - Swap Transaction JPMorgan Ref: 0002320282/66675214 3. ACCOUNT DETAILS PAYMENTS TO JPMORGAN: JPMORGAN CHASE BANK, NEW YORK, JPMORGAN, NY ABA# 021000021, A/C# 900-900-1364 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: JULIE HEYEN/NANCY HARMS FAX: 402-458-2399 (b) JPMORGAN: its head Office in New York c/o Global Derivative Operations 4 Metrotech Center, 17th Floor Brooklyn, New York 11245 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. Page 3 of 5 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/ DEBORAH HOOPER ----------------------- Name: DEBORAH HOOPER Title: VICE PRESIDENT Confirmed as of the date first above written: NELNET INCORPORATED By: /s/ Terry J. Heimes -------------------------- Name: Terry J. Heimes _______________________ Title: CFO ______________________ mng/(a)kw Page 4 of 5 Confirmation - Swap Transaction JPMorgan Ref: 0002320282/66675214 JPMORGAN CHASE BANK, NEW YORK C/O 4 METROTECH CENTER, 17TH FLOOR, BROOKLYN, NEW YORK 11245 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: (718) 242 9260 / 9262 / 9263 Discrepancies with Confirm: (718) 242 7294 / 7296 / 3100 (718) 242 9260 / 9262 / 9263 If you did not receive our Confirmation: (718) 242 3313 / 3089 / 3323 (718) 242 9260 / 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: (718)242 3121 / 7359 (718) 242 4206 PAYMENTS (SINGLE AND CROSS CURRENCY SWAPS, FRA'S AND INTEREST RATE OPTIONS) JPMORGAN CHASE BANK, NEW YORK BRANCH Pre-Settlement: (718) 242 3187 / 2827 / 3098 (718) 242 5826 Customer Service: (718) 242 7294 / 7296 (718) 242 4216 Email: ny.pre.customer.service@jpmorgan.com Email: ny.post.customer.service@jpmorgan.com MARK-TO-MARKET (VALUATIONS) Kerri Kowing (212) 834 7302 Anthony Mikulski (212) 834 7024 JPMorgan Chase Bank, New York S.W.I.F.T BIC (CHASUS33) Telex 420120 CMB UW Page 5 of 5