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 BLUEMONT
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 , the LIBOR 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, ROYAL BANK OF
CANADA , a Canadian chartered bank acting through its New York
Branch, MERRILL LYNCH BANK USA , a Utah-chartered industrial
loan company, DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK,
FRANKFURT AM MAIN, NEW YORK BRANCH , a German bank, NATIXIS
FINANCIAL PRODUCTS INC. , a Delaware corporation, and BNP
PARIBAS, NEW YORK BRANCH , a French bank, each as agent on
behalf of its related Conduit Lenders, Alternate Lenders, LIBOR
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, LIBOR 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 LIBOR 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:
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 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 Bluemont
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 FFELP Loan” Criterion .
The parties hereto do hereby agree that the requirement set forth
in clause (b) of the definition of “Eligible FFELP
Loan” in Section 1.01 of the Note Purchase Agreement
that “such Student Loan has not been owned by the Trust or
the Related SPE Trusts for more than 364 days in the aggregate
for all such parties” 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 benefit of each Facility
Group in accordance with its Pro Rata Share, a one-time
nonrefundable upfront fee in the amount equal to 0.20% of the
Maximum Financing Amount as of the date hereof (the “
Fee ” ), which shall be due and owing on the date
hereof.
SECTION 3.02.
Representations . The Administrator (on behalf of the Trust)
makes the following representations and warranties for the benefit
of the Administrative Agent and the Secured Creditors as of the
date of this Amendment: (i) each of the representations and
warranties contained in the Note Purchase Agreement is true and
correct and (ii) no Amortization Event, Termination Event,
Servicer Default or, to the best of the Trust’s or the
Administrator’s knowledge, Potential Termination Event has
occurred and is continuing after giving effect to this
Amendment.
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SECTION 3.03.
Transaction Documents . On and after the Effective Date (as
defined below), any reference to the Note Purchase Agreement in any
Transaction Document shall be deemed to refer to the Note Purchase
Agreement as amended by this Amendment and each of the
par
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