Exhibit 4.3
[Form of Note]
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II)
BY THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NELNET, INC.
% SENIOR NOTES DUE 20__
No.
Principal Amount $
CUSIP No.
NELNET, INC., a Nebraska corporation, for value received, promises to pay
to Cede & Co., or registered assigns, the principal sum of United States Dollars
(US$ ) on , 20 .
Interest Payment Dates: and .
Regular Record Dates: and .
Additional provisions of this Note are set forth on the other side of this
Note.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
NELNET, INC.
By:
---------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the within-mentioned
Indenture.
Dated: , 20
,
as Trustee
By:
--------------------------------
Authorized Officer
(Reverse of Note)
% Senior Notes due 20
1. Interest
This security is one of a series of securities designated as the % Senior
Notes due 20 of the Company (this "Note"). Nelnet, Inc., a Nebraska corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the "Company"), for value received,
promises to pay interest on the principal amount of the Notes at the rate of %
per annum. The Company shall pay interest semiannually on and of each year,
commencing on , 20 . Interest on the Notes shall accrue from the most recent
date to which interest has been paid or duly provided for or, if no interest has
been paid or duly provided for, from , 20 until the principal hereof is due.
Interest shall be computed on the basis of a 360-day year comprised of twelve
30-day months. The Company shall pay interest on overdue principal at the rate
borne by the Notes, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.
2. Method of Payment
The Company shall pay interest on the Notes (except defaulted interest,
which shall be paid pursuant to Section 307 of the Indenture) to the Persons who
are registered Holders at the close of business on the and next preceding the
Interest Payment Date even if Notes are canceled after the record date and on or
before the Interest Payment Date. The Company shall pay principal, premium, if
any, and interest in money of the United States of America that at the time of
payment is legal tender for payment of public and private debts. Payment of
principal, premium, if any, and interest in respect of Notes represented by a
Global Security will be made by wire transfer of immediately available funds to
the accounts specified by the Depository. Payments of principal, premium, if
any, and interest in respect of a certificated Note may be made, at the option
of the Company, either by wire transfer in immediately available funds to the
accounts specified by registered Holders as of the relevant record dates or
(subject to collection) by check mailed to the address of the registered Holders
as of the relevant record dates or at the specified offices of any Paying Agent.
Payment of principal in respect of a certificated Note will only be made against
presentation and, provided that payment is made in full, surrender of the
appropriate certificate at the specified offices of any Paying Agent.
3. Paying Agent and Registrar
Initially, , a New York State banking corporation (the "Trustee"), will act
as Paying Agent and Registrar with respect to the Notes. The Company may appoint
and change any Paying Agent or Registrar without notice. The Company may act as
Paying Agent or Registrar.
4. Indenture
The Company issued the Notes under an Indenture dated as of , 20 , between
the Company and the Trustee (the "Indenture"). The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended (15 U.S.C. ss.ss. 77aaa-77bbbb)
as in effect on the date of the Indenture (the "Trust Indenture Act"). The Notes
include all terms and provisions of the Indenture, and Holders are referred to
the Indenture and the Trust Indenture Act for a statement of such terms and
provisions. Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.
The aggregate principal amount at maturity of the Notes which may be
authenticated and delivered under the Indenture shall be unlimited. In addition,
the aggregate principal amount of Notes of any class or series which may be
authenticated and delivered under the Indenture shall be unlimited, provided
that such Notes shall rank equally with the Notes.
5. Certain Covenants
The Indenture imposes certain limitations on the ability of the Company to
create or guarantee any indebtedness that is secured by a lien on the Capital
Stock of National Education Loan Network, Inc. unless the Company also secures
the Notes on a pro rata or priority basis with such other secured indebtedness.
The Indenture also imposes limitations on the ability of the Company to
consolidate or merge with or into any other Person or convey, transfer, sell or
lease all or substantially all of its properties and assets as an entirety or
permit any Person to consolidate with or merge into the Company.
6. Sinking Fund
The Notes will not be entitled to the benefit of any mandatory redemption
or sinking fund.
7. Denominations; Transfer; Exchange
The Notes are in fully registered form without coupons in denominations of
$1,000 and any integral multiple of $1,000. A Holder may transfer or exchange
Notes in accordance with the Indenture. Upon any transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents. No service charge shall be made
for any registration of transfer or exchange of Notes, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes permitted by the Indenture.
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8. Persons Deemed Owners
The registered Holder of this Note may be treated as the owner of it for
all purposes.
9. Discharge and Defeasance
Subject to certain conditions and limitations set forth in the Indenture,
the Company may terminate some of or all its obligations under the Notes and the
Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal of, and premium, if any, and interest
on, the Notes to redemption or maturity, as the case may be.
10. Amendment, Waiver
Subject to certain exceptions set forth in the Indenture, (i) the Indenture
and the terms of the Notes may be amended with the written consent of the
Holders of not less than a majority in aggregate principal amount of the Notes
and (ii) any default may be waived with the written consent of the Holders of at
least a majority in principal amount of the Notes. Subject to certain exceptions
set forth in the Indenture, without the consent of any Holder, the Company and
the Trustee may amend the Indenture or the Notes, so long as such changes do not
materially and adversely affect the interests of the Holder, (a) to cure any
ambiguity, omission, defect or inconsistency; (b) to make any modifications or
amendments that do not adversely affect the interests of the Holders in any
material respect; (c) to provide for successors to the Company; (d) to provide
any security for or guarantees of the Notes; (e) to add Events of Default with
respect to the Notes; (f) to add to the Company's covenants for the benefit of
the Holders or to surrender any right or power conferred upon the Company by the
Indenture; (g) to make any change necessary to comply with the Trust Indenture
Act, or any amendment thereto, or to comply with any requirement of the
Commission in connection with the qualification of the Indenture under the Trust
Indenture Act; (h) to provide for uncertificated Notes in addition to or in
place of certificated Notes; (i) to change or eliminate any of the provisions of
the Indenture, provided that such change or elimination shall become effective
only when there are no securities of a prior series outstanding that are
entitled to the benefit of such provision; (j) to evidence and provide for the
acceptance of appointment under the Indenture by a successor Trustee with
respect to the Notes and to add to or change any of the provisions of the
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts under the Indenture by more than one Trustee, pursuant to the
Indenture; or (k) to conform, as necessary, this Indenture and this Note to the
"Description of Notes" as set forth in the prospectus and prospectus supplement
relating to the Notes.
11. Defaults and Remedies
If an Event of Default, other than an Event of Default described in Section
501(5) or 501(6) of the Indenture, with respect to the Notes shall have occurred
and be
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continuing, the Trustee or the Holders of not less than 25% in principal amount
of the Notes then outstanding, will be entitled to declare all unpaid principal
of and accrued interest on the Notes then Outstanding to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders). In the case of an Event of Default described in Section 501(5)
or 501(6) of the Indenture, all unpaid principal of and accrued interest on all
Notes then outstanding shall be due and payable immediately without any
declaration or other act on the part of the Trustee or the Holders of any Notes.
Such declaration of acceleration may be annulled and past defaults (except,
unless theretofore cured, a default in payment of principal of, or premium, if
any, and interest on, the Notes) may be waived by the Holders of a majority in
aggregate principal amount of the Notes then outstanding upon the conditions
provided in the Indenture.
12. Trustee and Paying Agent Dealings with the Company
Subject to certain limitations imposed by the Trust Indenture Act, the
Trustee, the Paying Agent and the Registrar under the Indenture, each in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to the Indenture, may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with, and collect
obligations owed to it by, the Company with the same rights it would have if it
were not the Trustee, the Paying Agent or the Registrar.
13. No Recourse Against Others
No incorporator, shareholder, officer or director, as such, of the Company
shall have any liability for any obligations, covenants or agreements of the
Company under the Notes or the Indenture or for any claim based thereon or
otherwise in respect thereof. By accepting a Note, each Holder expressly waives
and releases all such liability. The waiver and release are a condition of, and
part of the consideration for, the execution of the Indenture and the issuance
of the Notes.
14. Authentication
This Note shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the other side of this Note.
15. Abbreviations
Customary abbreviations may be used in the name of a Holder or an assignee,
such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT
TEN (=joint tenants with rights of survivorship and not as tenants in common),
CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
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16. GOVERNING LAW
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
17. CUSIP Number
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused the CUSIP number to
be printed on this Note and has directed the Trustee to use the CUSIP number in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such number either as printed on this Note or as contained in
any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon.
The Company will furnish to any Holder of Notes upon written request and
without charge to the Holder a copy of the Indenture and a copy of this Note.
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
_______________________________________________________________________
(Print or type assignee's name, address and zip code)
_______________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint _________________________________ agent to transfer this
Note on the books of the Company. The agent may substitute another to act for
such agent.
____________________________________________________________
Date: ________________ Your Signature: _____________________
____________________________________________________________
Sign exactly as your name appears on the other side of this Note.
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The initial principal amount of this Global Security is $ . The following
increases or decreases in this Global Security have been made:
Principal
Amount Signature of
Amount of Amount of of This Global Authorized
Decrease in Increase in Security Signatory of
Principal Amount of Principal Amount of Following Such Trustee or
Date of This Global This Global Decrease or Securities
Exchange Security Security Increase Custodian
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