First Amendment and Termination Agreement for Cap Transaction between JPMorgan Chase Bank and Nelnet Incorporated

Summary

This agreement confirms the complete termination of a cap transaction between JPMorgan Chase Bank and Nelnet Incorporated, originally entered into on July 30, 2003, with a notional amount of $500 million. Effective October 16, 2003, the transaction is terminated, and after a payment of $5,987,500 to Nelnet, neither party has any further obligations under the agreement. The document outlines payment details and requires confirmation from both parties to finalize the termination.

EX-10.139 48 y88696a4exv10w139.txt FIRST AMENDMENT TO BROKER-DEALER AGREEMENT EXHIBIT 10.139 [JPMorgan LOGO] TERMINATION OF A CAP TRANSACTION The purpose of this letter agreement is to confirm the total termination of the Cap Transaction entered into between: JPMORGAN CHASE BANK ('JPMorgan') and NELNET INCORPORATED (the 'Counterparty') The terms of the particular Cap Transaction to which this Confirmation relates are as follows: A. TRANSACTION DETAILS: JPMorgan Deal Number(s): 2000005032231 Notional Amount: USD 500,000,000.00 Trade Date: 30 July 2003 Effective Date: 01 August 2003 Termination Date: 01 August 2005 subject to adjustment in accordance with the Modified Following Business. Day Convention. FEE PAYABLE TO COUNTERPARTY: USD 5,987,500.00 PAYMENT DATE: 20 OCTOBER 2003 Effective as of 16 October 2003 the Cap Transaction(s) shall be terminated and after payment of the fee, neither party shall have any obligation to the other party thereunder. B. ACCOUNT DETAILS: Payments to Counterparty in USD: As per your standard settlement instructions. C. OFFICES JPMorgan: NEW YORK Counterparty: LINCOLN [JPMorgan LOGO] 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 or by sending to us a letter, telex or facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. When referring to this Confirmation, please indicate: JPMorgan Deal Number(s): 2000005032231 On Behalf of JP Morgan Securities Inc. As Agent for JPMorgan Chase Bank /s/ Deborah Hooper - ----------------------------------- Name: Deborah Hooper Title: Vice President Accepted and confirmed as of the date first written: NELNET INCORPORATED /s/ Terry J. Heimes - ----------------------------------- Name: Terry J. Heimes Title: CFO Your reference number: 5032231 [JPMorgan LOGO] Client Service Group All queries regarding confirmations should be sent to: JPMorgan Chase Bank and J P Morgan Ltd. Contacts JPMorgan Contact Telephone Number CLIENT SERVICE (001) 7182427553 GROUP Group e-mail address: Facsimile: (001) 8888033606 Telex: Cable: Please quote the JPMorgan deal Number(s): 2000005032231.