exv10w29






Exhibit 10.29




Execution Copy




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.



W I T N E S S E T H




     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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ARTICLE I.




AMENDMENTS




     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.”



ARTICLE II.




WAIVERS




     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.



ARTICLE III.




MISCELLANEOUS




     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 with its Pro Rata Share, a one-time nonrefundable
upfront fee in the amount equal to 0.40% 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.



     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 parties
hereto agrees that, for all purposes, this Amendment shall constitute a “Transaction Document”
under and as defined in the Note Purchase Agreement.



     SECTION 3.04. No Course of Dealing. The Administrative Agent, the Conduit Lenders,
the Alternate Lenders and the Managing Agents have entered into this Amendment on the express
understanding with the Trust and the Administrator that in entering into this Amendment, the
Administrative Agent, the Conduit Lenders, the Alternate Lenders and the Managing Agents are not
establishing any course of dealing with the Trust or the Administrator. Other than as amended or
modified by the terms of this Amendment, the Administrative Agent’s, the Conduit Lenders’, the
Alternate Lenders’ and the Managing Agents’ rights to require strict performance with all other
terms and conditions of the Note Purchase Agreement and the other Transaction Documents shall not
in any way be impaired by the execution of this Amendment. None of the Administrative Agent, the
Conduit Lenders, the Alternate Lenders and the Managing Agents shall be obligated in any manner to
execute any further amendments or waivers in the future.



     SECTION 3.05. Limited Effect. Except as expressly amended hereby, all of the
provisions, covenants, terms and conditions of the Note Purchase Agreement shall continue to
be, and shall remain, in full force and effect in accordance with their respective terms, and
are hereby ratified and confirmed.



     SECTION 3.06. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     SECTION 3.07. Execution in Counterparts; Severability. This Amendment may be
executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement. Delivery by facsimile or electronic mail of



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an executed signature page of this Amendment shall be effective as delivery of an executed
counterpart hereof. In case any provision in or obligation under this Amendment shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.



     SECTION 3.08. Effective Date. This Amendment shall be automatically effective
without further action by any party as of the date hereof (the “Effective Date”) upon: (a) the
execution and delivery of this Amendment by all parties hereto, (b) the satisfaction of the Rating
Agency Condition, (c) the payment in full of the Fee on the date hereof, (d) the execution and
delivery by McKee Nelson LLP of “no adverse effect” letters, in form and substance satisfactory
to the Administrative Agent, with respect to the opinion letters delivered by McKee Nelson LLP on
the Closing Date relating to certain true-sale and substantive consolidation issues and (e) the
receipt by the Administrative Agent of evidence that the FFELP Loan Facilities have been amended
to extend the “Scheduled Maturity Date” thereunder to a date that is not earlier than April 28,
2009. Thereafter the Note Purchase Agreement shall be read to include the terms and waivers set
forth herein. For the avoidance of doubt, in the event that any Conduit Lender, Alternate Lender
or Managing Agent does not become party to this Amendment, the amendments and waivers set forth
in this Amendment shall be of no force or effect.



     SECTION 3.09. Expense Provisions Apply. For the avoidance of doubt, Section 10.08
of the Note Purchase Agreement shall apply in respect of this Amendment.



     SECTION 3.10. Eligible Lender Trustee. Notwithstanding anything contained herein to
the contrary, this Amendment has been signed by The Bank of New York Mellon Trust Company,
National Association, not in its individual capacity but solely as Eligible Lender Trustee, and
in no event shall The Bank of New York Mellon Trust Company, National Association have any
liability for the representations, warranties, covenants, agreements or other obligations of the
Trust or the other parties to this Amendment or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the
Trust.



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