Interest Rate Swap Confirmation between JPMorgan Chase Bank and Nelnet Inc. (Amended and Restated)
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Summary
JPMorgan Chase Bank and Nelnet Inc. entered into an amended and restated interest rate swap agreement, effective August 25, 2003, with a notional amount of $1 billion. Under this agreement, each party agrees to pay the other interest based on different floating rates (USD T-Bill plus a spread for Nelnet, and USD LIBOR for JPMorgan) on specified dates until August 25, 2005. The agreement outlines payment terms, calculation methods, and confirms that both parties act independently and are responsible for their own decisions and risks.
EX-10.75 102 y88696a1exv10w75.txt INTEREST RATE SWAP CONFIRMATION Exhibit 10.75 [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 INC. C.O WILMINGTON TRUST COMPANY RODNEY SQUARE NORTH 1100 NORTH MARKET STREET WILMINGTON DE 19890 USA ATTN : Swap Operations FAX : 1 ###-###-#### DATE : 13 August 2003 RE : Transaction Reference No. 0001721641 / 66108781 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 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 1,000,000,000.00 TRADE DATE: 4 August 2003 EFFECTIVE DATE: 25 August 2003 TERMINATION DATE: 25 August 2005, subject to adjustment in accordance with the Following Business Day Convention. Page 1 of 5 Confirmation - Swap Transaction JPMorgan Ref: 0001721641/66108781 FLOATING AMOUNTS (1): FLOATING RATE PAYER: COUNTERPARTY 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 - TBILL - H.15 SPREAD: plus 0.342500 percent METHOD OF AVERAGING: Unweighted Average Rate 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 Page 2 of 5 Confirmation - Swap Transaction JPMorgan Ref: 0001721641/66108781 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. 3. ACCOUNT DETAILS PAYMENTS TO JPMORGAN: JPMORGAN CHASE BANK, NEW YORK, JPMORGAN,NY ABA# 021000021, A/C# 900 ###-###-#### PAYMENTS TO COUNTERPARTY: To be Advised 4. OFFICE, ADDRESS AND TELEPHONE NUMBER FOR NOTICES IN CONNECTION WITH THIS TRANSACTION (A) COUNTERPARTY: its Office in C.0 WILMINGTON TRUST COMPANY RODNEY SQUARE NORTH 1100 NORTH MARKET STREET WILMINGTON DE19890 USA (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 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):- Page 3 of 5 Confirmation - Swap Transaction JPMorgan Ref: 0001721641/66108781 (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. (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 INC. By: /s/ Terry Heimes --------------------------- Name: Terry Heimes ------------------------- Title: CFO ------------------------ apl/(a)kw Page 4 of 5 Confirmation - Swap Transaction JPMorgan Ref: 0001721641/66108781 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: (718) 242-9260 /9262 / 9263 Discrepancies with Confirm: (718) 242-7294 / 7296 / 3100 ###-###-#### / 9262/9263 If you did not receive our Confirmation: (718) 242-3313 / 3089 / 3323 ###-###-#### / 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 Rate Reset Advice: 44(0) 1202 347715 44(0) 1202 343440 Email: ***@*** J.P.MORGAN CHASE BANK. NEW YORK BRANCH If you did not receive a Rate Reset Advice: (718) 242-3121 / 7359 ###-###-#### PAYMENTS (SINGLE AND CROSS CURRENCY SWAPS, FRA'S AND INTEREST RATE OPTIONS) J.P.MORGAN CHASE BANK. LONDON BRANCH
Email: ***@***
Email: ***@*** JPMORGAN CHASE BATIK, NEW YORK BRANCH Pre-Settlement: (718) 242-3187 / 2827 / 3098(718) 242-5826 Customer Service: (718) 242-7294 / 7296 ###-###-#### Email: ***@*** Email: ***@*** JPMorgan Chase Bank, London S.W.I.F.T BIC (CHASGB2L) Telex 94060015 JPMorgan Chase Bank, New York S.W.I.F.T BIC (CHASUS33) Telex 420120 CMB UW Page 5 of 5
