Exhibit 10.2


 


Interest Rate Swap Transaction


 


The purpose of this letter agreement is to confirm the amendment of the
terms and conditions of the Transaction entered into between:


 


JPMORGAN CHASE BANK, N.A.


(“JPMorgan”)


 


and


 


WADDELL & REED
FINANCIAL, INC.


(the “Counterparty”)


 


on the Trade Date and identified by the JPMorgan Deal Number specified
below (the “Transaction”). This letter agreement constitutes a “Confirmation”
as referred to in the Master Agreement specified below, and supersedes any
previous confirmation or other writing with respect to the transaction
described below.


 


The definitions and provisions contained in the 2000 ISDA Definitions (“Definitions”),
as published by the International Swaps and Derivatives Association, Inc.
are incorporated into this Confirmation. In the event of any inconsistency
between those definitions and provisions and this Confirmation, this
Confirmation will govern.


 


This Confirmation supplements,
forms part of, and is subject to, the ISDA Master Agreement dated as of 12 March 2002,
as amended and supplemented from time to time (the “Agreement”), between
JPMORGAN CHASE BANK, N.A. (“JPMorgan”) and WADDELL & REED FINANCIAL,
INC. (the “Counterparty”). All provisions contained in the Agreement govern
this Confirmation except as expressly modified below.


 





















 


The terms of the particular
Interest Rate Swap Transaction to which this Confirmation relates are as
follows:


 


	
  A.            TRANSACTION
  DETAILS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMorgan Deal Number(s):

  	
   

  	
  6900009965603

  
	
   

  	
   

  	
   

  
	
  Notional Amount:

  	
   

  	
  USD 100,000,000.00

  
	
   

  	
   

  	
   

  
	
  Trade Date:

  	
   

  	
  28 July 2005

  
	
   

  	
   

  	
   

  
	
  Effective Date:

  	
   

  	
  18 January 2006

  
	
   

  	
   

  	
   

  
	
  Termination Date:

  	
   

  	
  18 January 2011 subject to adjustment
  in accordance with the Modified Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
  Fixed Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fixed Rate Payer:

  	
   

  	
  Counterparty

  
	
   

  	
   

  	
   

  
	
  Fixed Rate Payer Payment Dates:

  	
   

  	
  The 18 July and 18 January in
  each year, from and including 18 July 2006 to and including the
  Termination Date, subject to adjustment in accordance with the Modified
  Following Business Day Convention and there will be an adjustment to the
  Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Fixed Rate:

  	
   

  	
  4.56500 percent

  
	
   

  	
   

  	
   

  
	
  Fixed Rate Day Count Fraction:

  	
   

  	
  30/360

  
	
   

  	
   

  	
   

  
	
  Business Days:

  	
   

  	
  London, New York

  
	
   

  	
   

  	
   

  
	
  Floating Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer:

  	
   

  	
  JPMorgan

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer Payment Dates:

  	
   

  	
  The 18 April, 18 July, 18 October and
  18 January in each year, from and including 18 April 2006 to and
  including the Termination Date, subject to adjustment in accordance with the
  Modified Following Business Day Convention and there will be an adjustment to
  the Calculation Period.

  



 





















 


	
  Floating Rate for initial Calculation
  Period:

  	
   

  	
  To be determined

  
	
   

  	
   

  	
   

  
	
  Floating Rate Option:

  	
   

  	
  USD-LIBOR-BBA

  
	
   

  	
   

  	
   

  
	
  Designated Maturity:

  	
   

  	
  3 Month

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Floating Rate Day Count Fraction

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Reset Dates:

  	
   

  	
  The first day of each Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Business Days:

  	
   

  	
  London, New York

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
  JPMorgan, unless otherwise stated in the
  Agreement.

  
	
   

  	
   

  	
   

  
	
  B.            EARLY
  TERMINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mandatory Early Termination:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  C.            SETTLEMENT
  TERMS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mandatory Early Termination Date:

  	
   

  	
  18 January 2006

  
	
   

  	
   

  	
   

  
	
  Cash Settlement Valuation Time:

  	
   

  	
  11:00 a.m. New York time

  
	
   

  	
   

  	
   

  
	
  Cash Settlement Valuation Date:

  	
   

  	
  2 Valuation Business Days preceding the
  Mandatory Early Termination Date

  
	
   

  	
   

  	
   

  
	
  Valuation Business Days:

  	
   

  	
  New York, London

  
	
   

  	
   

  	
   

  
	
  Cash Settlement Method:

  	
   

  	
  Cash Price

  
	
   

  	
   

  	
   

  
	
  Cash Settlement Currency:

  	
   

  	
  USD

  
	
   

  	
   

  	
   

  
	
  Cash Settlement Reference Banks:

  	
   

  	
  As defined in the Definitions

  
	
   

  	
   

  	
   

  
	
  Quotation Rate:

  	
   

  	
  mid

  



 





















 


	
  D.            ACCOUNT
  DETAILS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Payments to JPMorgan in USD:

  	
   

  	
  JPMORGAN CHASE BANK NA

  JPMORGAN CHASE BANK NA – NEW YORK – JPMCB NYC GLB FX NYST

  BIC: CHASUS33XXX

  AC No. 099997979

  
	
   

  	
   

  	
   

  
	
  Payments to Counterparty in USD:

  	
   

  	
  As per your standard settlement
  instructions.

  
	
   

  	
   

  	
   

  
	
  E.             OFFICES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMorgan:

  	
   

  	
  NEW YORK

  
	
   

  	
   

  	
   

  
	
  Counterparty:

  	
   

  	
  OVERLAND PARK

  



 


F.             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.


 


G.            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 judgment 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 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):  6900009965603.


 


 


	
  JPMorgan Chase Bank, N.A.

  
	
   

  
	
   

  
	
  /s/ Carmine Pilla

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Carmine Pilla

  
	
  Title:

  	
  Vice President

  
	
   

  
	
   

  
	
  Accepted and confirmed as of the date

  
	
  first written:

  
	
   

  
	
  WADDELL & REED FINANCIAL, INC.

  
	
   

  
	
   

  
	
  /s/ Daniel P. Connealy

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Daniel P. Connealy

  
	
  Title:

  	
  Senior Vice President and Chief Financial
  Officer

  
	
  Your reference number:

  	
  6900009965603