Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - NELNET INC | butterfieldmgmtagrmntq11.htm |
| 10-Q - 10-Q - NELNET INC | nni-33117x10q.htm |
| EX-32 - EXHIBIT 32 - NELNET INC | nni-33117xex_32.htm |
| EX-31.2 - EXHIBIT 31.2 - NELNET INC | nni-33117xex_312.htm |
| EX-31.1 - EXHIBIT 31.1 - NELNET INC | nni-33117xex_311.htm |
| EX-10.2 - EXHIBIT 10.2 - NELNET INC | execofficersincentcomppl.htm |
EXECUTION VERSION
US-DOCS\79034473.5
NELNET, INC.,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
_______________________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of February 6, 2017
to
INDENTURE
Dated as of September 27, 2006
_______________________________
7.400% Fixed-to-Floating Rate Capital Efficient Notes
2
US-DOCS\79034473.5
SECOND SUPPLEMENTAL INDENTURE dated as of February 6, 2017 (this “Second
Supplemental Indenture”) between Nelnet, Inc., a Nebraska corporation (the “Company”) and
Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
WHEREAS, the Company has executed and delivered to the Trustee an Indenture dated
as of September 27, 2006 (the “Base Indenture”), providing for the issuance from time to time
of one or more series of the Company’s subordinated debt securities (“Securities”), which has
been amended and supplemented by way of the Supplemental Indenture, dated as of September
27, 2006 (the “Supplemental Indenture”), between the Company and the Trustee (the Base
Indenture, as so amended, is herein called the “Indenture”), providing for the issuance of the
Company’s 7.400% Fixed-to-Floating Rate Capital Efficient Notes (the “Notes”);
WHEREAS the Company has solicited consents from the Holders of the Notes (the
“Solicitation”) in order to (i) eliminate certain provisions of the Indenture and (ii) make relevant
conforming changes in the Indenture related to the foregoing (together, the “Proposed
Amendments”);
WHEREAS, subject to the limitations set forth in Section 9.02 of the Base Indenture,
Section 9.02 of the Base Indenture permits the Company and the Trustee to amend the Indenture
or the Securities of any series with the written consent of the Holders of not less than a majority
in aggregate principal amount of the Securities of such series;
WHEREAS the Company has offered to purchase all of its outstanding Notes (the
“Tender Offer”) and has concurrently sought consents from Holders of the Notes to approve the
Proposed Amendments under the Indenture (the “Consent Solicitation” and together with the
Tender Offer, the “Offer”);
WHEREAS the Company has obtained and delivered to the Trustee evidence of the
requisite consents of Holders of the Notes to effect the Proposed Amendments under the
Indenture pursuant to the Consent Solicitation;
WHEREAS, in accordance with Section 9.02 of the Base Indenture, the Holders of the
Notes, by delivery of their consents, permit and approve any and all conforming changes,
including conforming amendments and/or waivers, to the Notes and any related documents and
any documents appended thereto that may be required by, or as a result of, this Second
Supplemental Indenture;
WHEREAS the Company has duly authorized the execution and delivery of this Second
Supplemental Indenture, subject to the terms and conditions described herein; and
WHEREAS the Company has requested that the Trustee execute and deliver this Second
Supplemental Indenture, and all requirements necessary to (i) make this Second Supplemental
Indenture a valid instrument in accordance with its terms and (ii) give effect to the Proposed
Amendments and the execution and delivery of this Second Supplemental Indenture have been
duly authorized in all respects.
3
US-DOCS\79034473.5
NOW, THEREFORE, the Company and the Trustee hereby agree that the following
Sections of this Second Supplemental Indenture supplement the Indenture with respect to Notes
issued thereunder:
4
US-DOCS\79034473.5
Section 1. Definitions. Each term used herein which is defined in the Indenture has
the meaning assigned to such term in the Indenture unless otherwise specifically defined herein,
in which case the definition set forth herein shall govern.
Section 2. Amendments and Conforming Changes.
(a) Clause (a) of Section 2.1(l) of the Supplemental Indenture is hereby amended to
read as follows:
Redemption. The CENts shall be redeemable (a) in whole or in part at the option of the
Company at any time on or after September 29, 2011 at a Redemption Price equal to
100% of the principal amount of such CENts plus accrued and unpaid interest to the
Redemption Date, provided that in the event of a redemption in part that the principal
amount outstanding after such redemption is at least $50,000,000 or (b)…
(b) The form of Note attached as Annex A to the Supplemental Indenture is hereby
amended by modifying the third paragraph of the reverse of the form as follows:
The Company may, at its option, and subject to the terms and conditions of the
Supplemental Indenture and Article XI of the Indenture, redeem this Security in whole or
in part at any time on or after September 29, 2011 at a Redemption Price equal to 100%
of the principal amount of this Security plus accrued and unpaid interest to the date of
redemption, provided that in the event of a redemption in part that the principal amount
outstanding after such redemption is at least $50,000,000.
(c) Each Global Security, with effect on and from the date hereof, shall be deemed
supplemented, modified and amended in such manner as necessary to make the terms of such
Global Security consistent with the terms of the Indenture, as amended by this Second
Supplemental Indenture and giving effect to the amendments set forth in sub-sections (a) and (b)
hereof.
Section 3. Ratification. The Indenture, as supplemented by this Second
Supplemental Indenture, is in all respects ratified and confirmed, and this Second Supplemental
Indenture shall be deemed to be part of the Indenture in the manner and to the extent herein and
therein provided.
Section 4. GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
Section 5. Counterparts. This Second Supplemental Indenture may be executed in
two or more counterparts, each of which shall constitute an original, but all of which when taken
together shall constitute but one and the same instrument.
Section 6. Headings. The headings of this Second Supplemental Indenture are for
reference only and shall not limit or otherwise affect the meaning hereof.
5
US-DOCS\79034473.5
Section 7. Trustee not Responsible for Recitals. The recitals herein contained are
made by the Company, and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or the sufficiency of this Second Supplemental Indenture.
Section 8. Separability. In case any one or more of the provisions contained in this
Second Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Second Supplemental Indenture or of the Notes, but this Second
Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.
Section 9. Effectiveness. This Second Supplemental Indenture shall become
effective upon its execution and delivery by the Company and the Trustee, but the amendments
set forth in Section 2 of this Second Supplemental Indenture will not become effective until the
first date upon which the Company accepts Notes for purchase pursuant to the Offer.
