exv10w31






Exhibit 10.31




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 TOWN HALL 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, LLOYDS TSB BANK plc, a bank organized under the
laws of England, 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.



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 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:



 









 





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.



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 Town Hall 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.



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
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 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 LIBOR 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 LIBOR 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 LIBOR 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 LIBOR
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
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



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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 other 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 including, for the avoidance of doubt, Section 3.11 of this Amendment.
For the avoidance of doubt, in the event that any Conduit Lender, Alternate Lender, LIBOR 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.



     SECTION 3.11. Government Sponsored Refinancing. As soon as reasonably practicable
after the effective date thereof, the Administrator shall, or shall cause an Affiliate to, take all
actions necessary to satisfy all conditions to the utilization of each type of government
sponsored facility for the financing of FFELP Loans (each, a “Government Facility”) and shall upon
such satisfaction, to the extent economically reasonable, cause the release and transfer, in
accordance with Section 2.18 of the Note Purchase Agreement of the maximum amount of Trust Student
Loans eligible for such Government Facility which is possible operationally, but in all cases
subject to the amounts and procedures associated with such Government Facility. This provision
shall remain in full force and effect following the occurrence of the Scheduled Maturity Date (as
amended by this Amendment).



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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 TOWN CENTER 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.



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 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:



 









 





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.



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 Town Center 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.



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
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.



2









 





     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 LIBOR 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 LIBOR 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 LIBOR 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 LIBOR
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
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



3









 







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 other 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 including, for the avoidance of doubt, Section 3.11 of this Amendment.
For the avoidance of doubt, in the event that any Conduit Lender, Alternate Lender, LIBOR 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.



     SECTION 3.11. Government Sponsored Refinancing. As soon as reasonably practicable
after the effective date thereof, the Administrator shall, or shall cause an Affiliate to,
take all actions necessary to satisfy all conditions to the utilization of each type of government
sponsored facility for the financing of FFELP Loans (each, a “Government Facility”) and shall upon
such satisfaction, to the extent economically reasonable, cause the release and transfer, in
accordance with Section 2.18 of the Note Purchase Agreement of the maximum amount of Trust Student
Loans eligible for such Government Facility which is possible operationally, but in
all cases subject to the amounts and procedures associated with such Government Facility. This
provision shall remain in full force and effect following the occurrence of the Scheduled Maturity
Date (as amended by this Amendment).



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]





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