AMENDMENT 2 TO NOTE PURCHASE AGREEMENT

Exhibit 10.28

Execution Version

     AMENDMENT 2 TO NOTE PURCHASE AGREEMENT

     This AMENDMENT 2 , dated as of February 27, 2009 (this “ Amendment ”), to the NOTE PURCHASE AND SECURITY AGREEMENT (as previously amended by Amendment 1 thereto dated as of June 4, 2008, the “ Note Purchase Agreement ”) is among PHOENIX FUNDINGS I , a statutory trust duly organized under the laws of the State of Delaware, as the note issuer (the “ Trust ”), SALLIE MAE, INC. , a Delaware corporation, as administrator (the “ Administrator ”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (formerly known as The Bank of New York Trust Company, N.A.), a national banking association, as the eligible lender trustee (the “ Eligible Lender Trustee ”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as the paying agent (the “ Paying Agent ” ) and the securities intermediary (the “ Securities Intermediary ”), UBS REAL ESTATE SECURITIES INC., as the purchaser of the funding note (the “ Note Purchaser ”) and UBS SECURITIES LLC , as the administrative agent for the Note Purchaser (in such capacity, the “ Administrative Agent ”). Capitalized terms, unless otherwise defined herein, shall have the meanings set forth in the Note Purchase Agreement.

      W I T N E S S E T H

     WHEREAS, the Trust has requested an extension of the Stated Termination Date (and related maturity date of the Note) from the current date of February 27, 2009, as contemplated in Section 2.14 of the Note Purchase Agreement;

     WHEREAS, Section 2.14 of the Note Purchase Agreement provides that the Note Purchaser shall not have any obligation to agree to such a request for extension;

     WHEREAS, the Note Purchaser and the Administrative Agent are willing to agree to an extension for an additional period of 60 days ( i.e. , to April 28, 2009), upon the terms and conditions provided herein; and

     WHEREAS, this Amendment is being executed and delivered pursuant to and in accordance with Section 10.01 of the Note Purchase Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto hereby agree as follows:

[ SLM UBS Amendment 2 to Note Purchase Agreement ]

ARTICLE I.

AMENDMENTS

     SECTION 1.01. Section 1.01, Certain Defined Terms . The definition of “Eligible FFELP Loan” in Section 1.01 of the Note Purchase Agreement is hereby amended by replacing clause (a) of such definition in its entirety with the following:

     (a) is a Stafford Loan, an SLS Loan or a PLUS Loan, in each case, originated under the FFELP Program prior to October 1, 2007 (but as to which no disbursement of the proceeds of such loan shall have occurred prior to October 1, 2003), and the Obligor thereof is an Eligible Obligor, and in all cases shall be eligible for inclusion in the Department of Education-sponsored STRAIGHT-A FUNDING, LLC Conduit Program;

     SECTION 1.02. Section 1.01, Certain Defined Terms . The definition of “Stated Termination Date” in Section 1.01 of the Note Purchase Agreement is hereby amended by replacing such definition in its entirety with the following:

     “ Stated Termination Date ” means the earlier of (i) April 28, 2009 and (ii) the date contained in the written notice relating to termination delivered by the Administrative Agent pursuant to Section 3.2 of Amendment 2, dated as of February 27, 2009, to this Agreement.

     SECTION 1.03. Section 2.04, Mark to Market Valuation . The last sentence of Section 2.04 of the Note Purchase Agreement is hereby amended by adding the following proviso at the end of such sentence:

provided , that beginning on the Settlement Date in March 2009, upon receipt of notice of any Borrowing Base Deficiency, the Trust shall pay down the Aggregate Note Balance in an amount necessary to fully remedy such Borrowing Base Deficiency.

ARTICLE II.

CONDITIONS TO EFFECTIVENESS AND ADDITIONAL COVENANTS

     SECTION 2.01. Conditions to Effectiveness . This Amendment shall be effective only upon satisfaction of each of the following conditions:

     (i) delivery to the Administrative Agent of counterparts hereof executed by each of the parties hereto;

     (ii) payment to the Administrative Agent, by wire transfer of immediately available funds to an account that the Administrative Agent shall separately designate to the Administrator, of fees and out-of-pocket expenses incurred by the Administrative Agent in connection with this Amendment (including reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent), to the extent that such fees and

[ SLM UBS Amendment 2 to Note Purchase Agreement ]

expenses have been invoiced or otherwise notified to the Administrator in writing (and not in limitation of Section 3.7 of this Amendment below); and

     (iii) payment to the Administrative Agent, by wire transfer of immediately available funds to an account that the Administrative Agent shall separately designate to the Administrator, of an extension fee equal to $4,000,000.

     SECTION 2.02. Additional Covenants .

     (a) In each case so as to assure that no Borrowing Base Deficiency occurs as a result of the amendment to the def