AMENDMENT NO. 1 TO NOTE PURCHASE
AGREEMENT
This AMENDMENT
NO. 1 TO NOTE PURCHASE AGREEMENT , is made as of
January 30, 2009 (this “ Amendment ”
), to the Note Purchase Agreement (defined below), by RENDEZVOUS
FUNDING I , a statutory trust duly organized under the laws of
the State of Delaware, as the trust (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
” ), the CONDUIT LENDERS , the ALTERNATE
LENDERS , JPMORGAN CHASE BANK, N.A. , a national banking
association, BANK OF AMERICA, N.A. , a national banking
association, BARCLAYS BANK PLC , a public limited company
organized under the laws of England and Wales, THE ROYAL BANK OF
SCOTLAND PLC , a bank organized under the laws of Scotland,
DEUTSCHE BANK AG, NEW YORK BRANCH , a German banking
corporation acting through its New York Branch, CREDIT
SUISSE , NEW YORK BRANCH , the New York branch of a
Swiss banking corporation, and DZ BANK AG DEUTSCHE
ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, NEW YORK BRANCH
, a German bank, each as agent on behalf of its related Conduit
Lenders, Alternate Lenders and Program Support Providers
(collectively, the “ Managing Agents ” ),
and BANK OF AMERICA, N.A. , as the administrative agent for
the Conduit Lenders, Alternate Lenders and Managing Agents (in such
capacity, the “ Administrative Agent ” ).
Capitalized terms, unless otherwise defined herein shall have the
meanings set forth in the Note Purchase Agreement.
WHEREAS, the
Trust, the Administrator, the Eligible Lender Trustee, J.P. Morgan
Securities Inc. and Banc of America Securities LLC, as lead
arrangers, Barclays Bank PLC, the Royal Bank of Scotland PLC and
Deutsche Bank Securities Inc., as co-lead arrangers, Credit Suisse,
New York Branch, as arranger, the Conduit Lenders, the Alternate
Lenders, the Managing Agents, the Administrative Agent and JPMorgan
Chase Bank, N.A., as syndication agent, are parties to that certain
Note Purchase and Security Agreement, dated as of February 29,
2008 (as amended, restated, supplemented or otherwise modified from
time to time prior to the date hereof, the “ Note
Purchase Agreement ”) and the parties hereto wish to
amend the Note Purchase Agreement as set forth below;
WHEREAS, this
Amendment is being executed and delivered pursuant to and in
accordance with Section 10.01 of the Note Purchase Agreement;
and
NOW, THEREFORE, in
consideration of the Premises and mutual agreements herein
contained, the parties hereto hereby agree as follows:
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SECTION 1.01.
Amendment of Definition of “Scheduled Maturity
Date” . The definition of “Scheduled Maturity
Date” in Section 1.01 of the Note Purchase Agreement is
hereby amended by deleting the date “February 27,
2009” and substituting “April 28, 2009” in
lieu thereof.
SECTION 1.02.
No Purchase Price Advances after January 20, 2009 . A
new Section 2.02(f) is hereby added to read as follows:
“(f) No
Purchase Price Advances shall be made by the Lenders during the
period from after 5:00 p.m. New York City time on January 20,
2009 through April 28, 2009; provided, that Purchase Price Advances
shall be permitted if they are made within five (5) Business
Days following a reduction of the Aggregate Note Balance, which was
effected to cure any Minimum Asset Coverage Requirement deficiency
in accordance with Section 2.25(d) following a mark-to- market
valuation (an “MTM Cure”), and the aggregate amount of
such Purchase Price Advances do not exceed the amount of the MTM
Cure.”
SECTION 2.01.
Applicability of Section 2.16 . The parties hereto do
hereby agree that the requirements of Section 2.16 of the Note
Purchase Agreement shall not apply to the amendment of the
definition of “Scheduled Maturity Date” as set forth in
Section 1.01 of this Amendment. Accordingly, the letter
re: Notice of Extension of Scheduled Maturity Date Pursuant to
Section 2.16 of the Note Purchase Agreement for Rendezvous
Funding I, dated January 13, 2009, delivered by the Administrator
on behalf of the Trust shall be of no force or effect. Unless
otherwise waived or modified, the parties hereto agree that the
requirements of Section 2.16 of the Note Purchase Agreement shall
apply to any extension of the Scheduled Maturity Date to any date
after April 28, 2009.
SECTION 2.02.
Suspension of “Eligible Private Credit Loan”
Criterion . The parties hereto do hereby agree that the
requirement set forth in clause (c) of the definition of
“Eligible Private Credit Loan” in Section 1.01 of
the Note Purchase Agreement that “such Student Loan has not
been owned by the Trust for more than 364 days in total”
shall not apply during the period from February 27, 2009 until
5:00 p.m. New York City time on April 28, 2009.
SECTION 3.01.
Fee . In consideration of entering into this Amendment, SLM
Corporation shall pay in immediately available funds to the
Administrative Agent, for the ratable
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benefit of each
Facility Group in accordance
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