Exhibit 10.22


 


Confidential Materials omitted and filed
separately with the


Securities and Exchange Commission.  Asterisks denote omissions.


 


Execution Copy


 


SECOND AMENDMENT TO


SETTLEMENT AGREEMENT AND RELEASE


 


THIS SECOND AMENDMENT TO SETTLEMENT AGREEMENT AND RELEASE (“Second
Amendment”) is made as of March 21, 2005 (the “Effective Date”), by and
among Education One Group, Inc. (“EOG”), Sallie Mae, Inc. , in its
own capacity and as successor to Student Loan Marketing Association with
respect to membership interests in the Marketing LLC and the Finance LLC (as
hereinafter defined)  and as successor to
Sallie Mae Servicing Corporation (“SLMC”), Sallie Mae Servicing, L.P., and USA
Group Loan Services, Inc.   (“SMI”),
Secondary Market Services, LLC (“SMS”), SLM Education Credit Finance
Corporation (“ECFC”), and SLM Corporation in its own capacity and as successor
to Student Loan Marketing Association (“SLM”) , (collectively, “Sallie Mae” or
the “Sallie Mae Parties”); and  JPMorgan
Chase & Co. (“JPMorgan”), JPMorgan Chase Bank, N.A. in its own
capacity (“Chase Bank”) and in its capacity as trustee with respect to the
Chase/Sallie Mae Education Loan Trust (the “Trustee”), Chase Bank USA, National
Association (“Chase Bank USA”); Bank One Education Finance Corporation (“Bank
One”), TCB Education First Marketing
Corporation (“TCB”), and Chase Education Holdings, Inc. (“Chase Education
Holdings”)  (collectively, “Chase” or the
“Chase Parties”); and Chase Education First LLC (“the Marketing LLC”), and
Education First Finance LLC (the “Finance LLC”) (collectively, the “Joint
Venture”).


 


WHEREAS, EOG, SMI, SMS, ECFC, Bank One, National Association (“Bank One
Bank”), JPMorgan, and SLM, along with the Student Loan Marketing Association,
were parties to that certain Settlement Agreement and Release dated as of July 30,
2004 (as amended by the  First Amendment
thereto, the “Settlement Agreement”);


 


WHEREAS, Bank One Bank has merged with Chase Bank,
and Chase Bank is the successor to Bank One Bank;


 


WHEREAS, as of December 31, 2004, Student Loan Marketing
Association was dissolved, with its non-debt related liabilities having been
assumed by SLM and its assets having been distributed to subsidiaries of SLM
listed above in the preamble;


 


WHEREAS, the Settlement Agreement was amended by that certain First
Amendment to Settlement Agreement and Release dated as of March 21, 2005
(the “First Amendment”);


 


WHEREAS, TCB and SMI are the members in that certain Delaware Limited
Liability Company known as “Chase Education
First LLC”, which was formed by that certain Limited Liability Company
Agreement of Education First Marketing dated September 9, 1996 (the “Marketing
LLC Agreement”);


 


WHEREAS, Chase Education Holdings
and SMI are the members in that certain Delaware Limited Liability Company
known as “Education First Finance LLC”,
which was


 


1





















 


formed by that certain Limited Liability Company Agreement of Education
First Finance dated September 9, 1996 (the “Finance LLC Agreement”) (The
Marketing LLC and the Finance LLC are hereafter referred to together as the “Joint
Venture,” and the Marketing LLC Agreement and the Finance LLC Agreement are
hereafter referred to together as the “LLC Agreements.”);


 


WHEREAS, several of the Chase Parties and several of the Sallie Mae
Parties are parties as signatories or as successors to certain agreements,
listed on Schedule I hereto (the “Joint Venture Related Agreements”);


 


WHEREAS, TCB and Chase Education Holdings have filed suit against SMI
and (solely as nominal defendants) the Joint Venture in the New Castle County
Court of Chancery of the State of Delaware seeking, inter alia,
the dissolution of the Joint Venture (the “Dissolution Action”);


 


WHEREAS, ECFC, SMI, and Bank One are parties to that certain Amended
and Restated ExportSS® Agreement dated as of January 1, 2000 (as amended
by various amendments, including, without limitation, the Settlement Agreement,
the “ExportSS Agreement”);


 


WHEREAS, the parties have reached an amicable settlement relating to (i) the
dismissal of the Dissolution Action, (ii) the Dissolution of the Joint
Venture, (iii) the termination of the Joint Venture Related Agreements, (iv) the
extension of the Commitment Period under the ExportSS Agreement, and (v) a
restructuring of the business relationship among the parties, and have agreed
to enter into this Second Amendment to memorialize the terms of such
settlement.


 


NOW, THEREFORE, in consideration of the above premises, and the mutual
promises and covenants contained herein, the receipt and sufficiency of which
is hereby acknowledged, by execution of this Second Amendment, the Parties
agree as follows:


 


1.                                      Definitions.


 


All terms utilized herein shall have the meaning set forth in the
ExportSS Agreement, unless otherwise defined herein, including as follows:


 


A.                                   “Marketing LLC” and “Finance LLC” have the
meanings set forth in the preamble to this Second Amendment.


 


B.                                     “Joint
Venture” has the meaning set forth in the preamble to this Second Amendment.


 


C.                                     “LLC
Agreements” has the meaning set forth in the preamble to this Second Amendment.


 


D.                                    “Joint
Venture Related Agreements” has the meaning set forth in the preamble to this
Second Amendment.


 


E.                                      “Dissolution”
means the wind down and liquidation of the Joint Venture pursuant to the terms
of the LLC Agreements, as amended by this Second Amendment.


 


2





















 


F.                                      “Chase”
or the “Chase Parties” has the meaning set forth in the preamble to this Second
Amendment.


 


G.                                     “Sallie
Mae” or the “Sallie Mae Parties” has the meaning set forth in the preamble to
this Second Amendment.


 


2.                                      ExportSS
Agreement Commitment Period.


 


The first sentence of Section 6.A of the Settlement Agreement is
hereby amended by deleting “August 31, 2008” and by inserting “August 31,
2010” in its place; provided, however, that the expiration date of the
Commitment Period for Loans subject to Section 6.B of the Settlement
Agreement will remain August 31, 2008.


 


3.                                      Payment
of Funds.


 


Within one business day of execution of this Second Amendment by all
parties hereto, Chase Bank or its designee will wire to an account that has
been designated by Sallie Mae a payment in the amount of $40 million (the “Payment”)
in immediately available funds.


 


4.                                      Amendment
of the LLC Agreements; Dissolution of the Joint Venture; and Amendment and
Termination of the Joint Venture Related Agreements


 


Effective immediately upon full execution of this Second Amendment and
Chase Bank’s or its designee’s payment to Sallie Mae of the Payment pursuant to
Section 3 above (the “Effective Time”), the following will occur:


 


A.                                   Amendment of the LLC Agreements.  Immediately upon the Effective Time, each LLC
Agreement shall be amended as follows:


 


1.  Each of the following
provisions of each LLC Agreement is deleted in its entirety and shall be of no
further force or effect:  (a) Article XIII;
(b) Section 7.16; (c) Section 7.18; (d) Section 10.2;
and (e) Section 10.3(a).


 


2.  The definition of “Dissolution
Date” in Section 2.1 of LLC Agreement is amended to delete all language
appearing therein and to replace such language with “December 31, 2005.”


 


3.  Section 10.3(b) of
each LLC Agreement is amended to delete the first sentence thereof in its
entirety and to replace it with the following: 
“On or before March 31, 2005 each of Chase and Sallie Mae will
appoint one representative to serve as liquidating agents (collectively, the “Liquidator”),
who shall work together to immediately commence to wind up the affairs of the
Company and to liquidate the Company’s assets.”


 


4.  Section 10.8 of each LLC
Agreement is amended to delete the last sentence thereof in its entirety, which
sentence shall be of no further force or effect.


 


3





















 


5.  Section 14.2(a) of
each LLC Agreement is amended to provide that its provisions shall survive the
termination of that LLC Agreement and the dissolution of the Joint
Venture.  Section 14.2 of each LLC
Agreement is further amended to delete the remainder of that Section in
its entirety, which shall be of no further force or effect.


 


B.                                     Dissolution of the Joint Venture.


 


1.                                     The
Dissolution of the Joint Venture will be carried out pursuant to the provisions
of Sections 10.3 through 10.8 of the Joint Venture’s LLC Agreements, as amended
by this Second Amendment.  Each of Chase
and Sallie Mae agrees to use its best efforts to complete the Dissolution in an
efficient, expedient, and professional manner by no later than the Dissolution
Date.  The parties agree, however, that
the legal existence of the Joint Venture shall continue through December 31,
2005 so that expenses incurred in connection with the business of the Marketing
LLC and/or the Finance LLC, including the Allowable Servicing Fees pursuant to Section 8
of this Second Amendment, from the Effective Time through December 31,
2005 (the “Dissolution Period”) that are to be shared by Sallie Mae and Chase
pursuant to the LLC Agreements, as amended by this Second Amendment, will
continue to be expenses of the Marketing LLC and the Finance LLC, as
applicable.  The LLC Agreements shall  terminate at
the end of the Dissolution Period.


 


2.                                       Costs
of Dissolution of the Joint Venture will be borne and paid 50% by Sallie Mae
and 50% by Chase.  This will include
salaries and benefits through the date of termination of employment and
severance packages for all Joint Venture employees in amounts previously
approved by the Board of the Joint Venture. 
Additionally, Chase and Sallie Mae each agrees to pay 50% of the cost of
stay bonuses for [**], and any other employees of the Joint Venture mutually
agreed upon in writing by Chase and Sallie Mae (“Stay Bonus Employees);
provided, that, such employees (other than [**]) remain employed by the Joint
Venture, in good standing, through and until July 1, 2005, and that [**]
remain employed by the Joint Venture, in good standing, through and until December 31,
2005.  If [**] resigns from the Joint
Venture prior to December 31, 2005, the parties agree to hire as a Joint
Venture employee a mutually agreed upon alternative person.  Chase and Sallie Mae hereby agree that such
stay bonuses for the four employees named in the preceding sentence shall be in
an amount equal to 50% of each such employee’s annual base salary as of the
Effective Date.  Neither Chase nor the
Joint Venture shall have any responsibility to pay any other stay bonuses or
incentives that were promised to the Marketing LLC employees by Sallie Mae, and
all such amounts shall be the sole and exclusive responsibility of Sallie Mae.


 


3.                                       Each
of Chase and Sallie Mae may advise the employees of the Joint Venture of any
relevant employment opportunities within their respective organizations. During
the Dissolution period, the Joint Venture employees who remain employees of the
Joint Venture will be required to cooperate in the orderly transition of the
Chase-branded business to the Bank One sales force and back office operations,
as a condition to their receipt of any stay bonuses and payments under the
Joint Venture severance programs.


 


4





















 


Sallie Mae hereby agrees that it will provide to Chase, for a period
not to exceed two (2) weeks, reasonable access to any Joint Venture
employee that accepts employment with Sallie Mae and provides the Joint Venture
with less than two (2) weeks notice. 
Sallie Mae further agrees that if it offers employment to any Stay Bonus
Employee, such Stay Bonus Employee’s start date with Sallie Mae shall not be
prior to July 31, 2005, except that [**] start date with Sallie Mae shall
not be prior to December 31, 2005.


 


C.                                     Amendment and Termination of Joint Venture Related Agreements:


 


1.                                       Except
as provided in Sections 4.A and 4.B hereof, each and every one of the Joint
Venture Related Agreements between or among Chase and Sallie Mae or their
respective affiliates, subsidiaries, predecessors or parents (as such
agreements are set forth in Schedule I hereto), except the LLC
Agreements, are


 


(a) amended to delete in its entirety any and all provisions of
such Joint Venture Related Agreements that by their terms survive the
termination of such or any other Joint Venture Related Agreements or the
dissolution of the Joint Venture; and


 


(b) terminated in their entirety and
shall be of no further force or effect.


 


2.                                       Upon
the amendment and termination of the Joint Venture Related Agreements pursuant
to Section 4.C.1, the rights, obligations and liabilities relating to
Loans that were subject to the Joint Venture Related Agreements as of the
Effective Date, shall instead be governed by the terms of the ExportSS Agreement,
as amended by this Second Amendment, as if such Loans had been marketed,
originated, serviced, purchased and sold pursuant to the terms of the ExportSS
Agreement, as amended by this Second Amendment. 
The parties agree that the releases contained in Section 11 hereof
shall not apply to any mutually agreed upon undisputed fees and/or charges
arising under the terminated Joint Venture Related Agreements prior to the
Effective Date that are owed a party hereunder by the other party, to the
extent not otherwise expressly provided for under this Second Amendment, and
with respect to which the claiming party provides written notice of such
undisputed amounts to the other party within sixty (60) days of the Effective
Date.


 


3.                                       The
parties acknowledge that all obligations under the terms of paragraph 3 of the
7/16/02 Term Sheet for Renewal of the Joint Venture Agreements to pay floor
income to the Joint Venture are satisfied in full, and the parties have no
further obligation to pay such floor income.


 


5.                                      Revision
of ExportSS Agreement Sales Requirements.


 


The commitment to sell Loans under the ExportSS Agreement is amended as
follows:


 


A.                                   All
Signature Loans, MBA LOAN Private Loans, LAWLOAN Private Loans and/or
Opportunity Loans (collectively referred to herein as “Private Loans”) that
Chase Bank would otherwise, in the absence of the termination of the Joint
Venture Related Agreements in


 


5





















 


accordance with Section 4 of this Second Amendment, be required to
sell to ECFC or its affiliates (or its designee), will instead by sold to ECFC
or its affiliates (or its designee) pursuant to the provisions of the ExportSS
Agreement, as modified by this Second Amendment, including at the Purchase
Price set forth in Section 6.A of this Second Amendment.


 


B.                                     For
FFELP Loans that were or are guaranteed for the July 1, 2004 through June 30,
2005 Academic Year, that Chase Bank would otherwise, in the absence of the
termination of the Joint Venture Related Agreements in accordance with Section 4
of this Second Amendment, including FFELP loans originated and serviced by
GLELSI or the Colorado Consortium, be required to sell to ECFC or its
affiliates (or its designee), will instead be sold as follows:


 


(1)                                  For
such FFELP Loan sales that will occur during the months of March and
April, 2005, the sales shall be made from Chase Bank to Chase Bank in its
capacity as trustee for the Finance LLC (ECFC’s designee), and simultaneously
therewith from the Finance LLC to ECFC (or its designee), in accordance with
the terms of the ExportSS Agreement as modified by this Second Amendment; and


 


(2)                                  For
such FFELP Loan sales that will occur from May 1, 2005, through August 31,
2005, the sale shall be made from Chase Bank to ECFC (or its designee), in accordance
with the terms of the ExportSS Agreement, as modified by this Second Amendment.


 


(3)                                  The
Sallie Mae origination and servicing expenses for FFELP Loans under Sections 5.B(1) and 5.B(2) shall be the amount that would
have been charged to Chase Bank or the Joint Venture under the Joint Venture
Related Agreements and not the ExportSS Agreement.


 


C.                                     Subject
to Section 5.D below, for FFELP Loans that are guaranteed for the July 1,
2005 through June 30, 2006 Academic Year, that Chase Bank would otherwise,
in the absence of the termination of the Joint Venture Related Agreements in
accordance with Section 4 of this Second Amendment, be required to sell to
ECFC or its affiliates (or its designee), will instead be sold from Chase Bank
to ECFC (or its designee) pursuant to the terms of the ExportSS Agreement, as
amended by this Second Amendment.


 


D.                                    Section 6.B
of the Settlement Agreement, excluding the first sentence thereof, is hereby
deleted in its entirety and replaced with the following:


 


“For FFELP Loans that are guaranteed for the July 1, 2005 through June 30,
2006 Academic Year that are originated and serviced at Great Lakes Education
Loan Services, Inc. (“GLELSI”) by Chase Bank or Bank One, Chase Bank
and/or Bank One will sell to ECFC or its affiliates (or its designee) FFELP
Loans made by Chase Bank or Bank One to first-time borrowers, originated and
serviced at GLELSI, pursuant to the ExportSS Agreement, as amended by this
Second Amendment, such FFELP Loans having an aggregate Principal Balance of the
lesser of: the total aggregate Principal Balance of first-time borrower FFELP
Loans originated and serviced at GLELSI by Chase Bank or Bank One or $[**],
subject to Section 6.F of the Settlement Agreement, as amended by this
Second Amendment.  For FFELP Loans that
are guaranteed for the July 1, 2006 through


 


6





















 


June 30, 2007 Academic Year that are originated and serviced at
GLELSI by Chase Bank or Bank One, Chase Bank and/or Bank One will sell to ECFC
or its affiliates (or its designee) FFELP Loans made by Chase Bank or Bank One
to first-time borrowers, originated and serviced at GLELSI, pursuant to the
ExportSS Agreement, as amended by this Second Amendment, such FFELP Loans
having an aggregate Principal Balance of the lesser of: the total aggregate
Principal Balance of first-time borrower FFELP Loans originated and serviced at
GLELSI by Chase Bank or Bank One or $[**], subject to Section 6.F of the
Settlement Agreement, as amended by this Second Amendment; provided, that
neither Chase Bank nor any of its affiliates have originated FFELP Loans using
the Bank One brand that are guaranteed for the July 1, 2006 through June 30,
2007 Academic Year. For FFELP Loans that are guaranteed for the July 1,
2007 through June 30, 2008 Academic Year that are originated and serviced
at GLELSI by Chase Bank or Bank One, Chase Bank and/or Bank One will sell to
ECFC or its affiliates (or its designee) FFELP Loans made by Chase Bank or Bank
One to first-time borrowers, originated and serviced at GLELSI, pursuant to the
ExportSS Agreement, as amended by this Second Amendment, such FFELP Loans
having an aggregate Principal Balance of 
the lesser of: the total aggregate Principal Balance of first-time
borrower FFELP Loans originated and serviced at GLELSI by Chase Bank or Bank
One or $[**], subject to Section 6.F of the Settlement Agreement, as
amended by this Second Amendment; provided, that neither Chase Bank nor any of
its affiliates have originated FFELP Loans using the Bank One brand that are
guaranteed for the July 1, 2007 through June 30, 2008 Academic
Year.  Chase Bank and Bank One agree that
the FFELP Loans offered for sale pursuant to this requirement must be of
substantially similar characteristics to the aggregate portfolio of FFELP Loans
made by Chase Bank or Bank One to first time borrowers originated and serviced
at GLELSI  that are guaranteed for each
of the above referenced Academic Years.  
Chase Bank and Bank One agree to reasonably cooperate with Sallie Mae to
enable Sallie Mae to ensure compliance with the requirements of this Section 5.D.


 


E.                                      All
Serial Loans (as defined in Section 7.B of this Second Amendment) that are
Serial Loans to FFELP Loans that are guaranteed for the July 1, 2005
through the June 30, 2006 Academic Year and required to be sold under this
Second Amendment or any prior Academic Years or that are Serial Loans to FFELP
Loans referenced in Section 5.D above, will be sold to ECFC or its
affiliates (or its designee) pursuant to the ExportSS Agreement, as modified by
this Second Amendment.


 


F.                                      All
FFELP Loans that are subject to the provisions of Sections 6.D(1) and 6.D(2) of
the Settlement Agreement that are guaranteed for the July 1, 2005 through June 30,
2006 Academic Year will be sold pursuant to the ExportSS Agreement, as modified
by this Second Amendment.


 


6.                                      Revision
of ExportSS Agreement Purchase Price.


 


Notwithstanding the definition of Purchase Price set forth in the
ExportSS Agreement, the Purchase Price for Loans subject to Section 5
above is as follows:


 


A.                                   For
Private Loans subject to Section 5.A above, the Purchase Price will be


 


7





















 


(1)                                  For
Private Loans that are sold on or after the Effective Date and on or before September 1,
2005, (a) [**]% of the aggregate Principal
Balance of such Loans; plus (b) 100.00% of the accrued interest that is
payable by the Borrowers.


 


(2)                                  For
Private Loans that are sold on or after September 1, 2005, the Purchase
Price set forth in the ExportSS Agreement.


 


B.                                     For
FFELP Loans subject to Section 5.B above (other than Custom Deal Loans
that are FFELP Loans referenced in Section 6.E below and Zero Fee Loans
and iReward Loans and March 1 Amendment Loans referenced in Section 6.F
below) that are sold on or after (i) the Effective Date and before May 1,
2005, (a) 100.00% of the aggregate Principal Balance of such Loans; plus (b) 100.00%
of the accrued interest that is payable by the Borrowers; plus (c) solely
for Loans that are sold within the time frames set forth in Section 9 of
the ExportSS Agreement (Future Required Sales), a premium equal to [**]% of the
aggregate Principal Balance of such Loans; and (ii) May 1, 2005 and
prior to September 1, 2005, (a) 100.00% of the aggregate Principal
Balance of such Loans; plus (b) 100.00% of the accrued interest that is
payable by the Borrowers; plus (c) solely for Loans that are sold within
the time frames set forth in Section 9 of the ExportSS Agreement (Future
Required Sales), a premium equal to [**]% of the aggregate Principal Balance of
such Loans.


 


C.                                     For
FFELP Loans subject to Sections 5.B (excluding non-Serial FFELP Loans
originated and serviced by Colorado Consortium), 5.C, 5.D, 5.E and 5.F above
(other than Custom Deal Loans that are FFELP Loans referenced in Section 6.E
below and Zero Fee Loans and iReward Loans and March 1 Amendment Loans
referenced in Section 6.F below), that are sold on or after September 1,
2005 and prior to September 1, 2006, (a) 100.00% of the aggregate
Principal Balance of such Loans; plus (b) 100.00% of the accrued interest
that is payable by the Borrowers; plus (c) solely for Loans that are sold
within the time frames set forth in Section 9 of the ExportSS Agreement
(Future Required Sales), a premium equal to the product of the Blended Premium
(defined below) multiplied by the aggregate Principal Balance of such
Loans.  The Blended Premium shall be no
less than [**]% , but no greater than 
[**]%, and shall be determined in accordance with the formula specified
in Schedule VI hereto by no later than the close of business on March 25,
2005.


 


D.                                    For
Serial Loans relating to FFELP Loans subject to Sections 5.B, 5.C, 5.D (but
only with respect to Serial Loans that are Serial to FFELP Loans guaranteed for
the July 1, 2005 through June 30, 2006 Academic Year), and 5.F above
(other than Custom Deal Loans  that are
FFELP Loans referenced in Section 6.E below and Zero Fee Loans and iReward
Loans and March 1 Amendment Loans referenced in Section 6.F below)
that are sold on or after September 1, 2006, (a) 100.00% of the
aggregate Principal Balance of such Loans; plus (b) 100.00% of the accrued
interest that is payable by the Borrowers; plus (c) solely for Loans that
are sold within the time frames set forth in Section 9 of the ExportSS
Agreement (Future Required Sales), a premium equal to the Blended Premium
multiplied by the aggregate Principal Balance of such Loans.


 


8





















 


E.                                      For
Custom Deal Loans that are FFELP Loans made in connection with attendance at
schools listed in Schedule II hereto, (a) 100.00% of the
aggregate Principal Balance of such Loans; plus (b) 100.00% of the accrued
interest that is payable by the Borrowers; plus (c) solely for Loans that
are sold within the time frames set forth in Section 9 (Future Required
Sales), a premium equal to [**]% of the aggregate
Principal Balance of such Loans.  The
above pricing will apply with respect to all such FFELP Loans made to Borrowers
at the schools listed in Schedule II hereto, and to FFELP Loans
made to Borrowers at other Indiana University campuses, if such Borrowers
receive substantially identical benefits as described in either: (i) the
letter dated January 28, 2004, to Jennifer Foutty of Indiana University, a
copy of which is attached hereto as Schedule II (the “Indiana
Custom Deal”), including Serial Loans originated after the expiration of such
Indiana Custom Deal if such Serial Loans are provided substantially identical
benefits as the benefits that were provided in the Indiana Custom Deal; or (ii) with
respect to George Mason University, the letter dated March 10, 2004, to
Jevita DeFreitas (the “GMU Custom Deal”), including Serial Loans originated
after the expiration of each such Custom Deal if such Serial Loans are provided
substantially identical benefits as the benefits that were provided in the GMU
Custom Deal.  Sallie Mae agrees to
provide prompt written notice to Chase detailing any change(s) to the benefits
provided in the Indiana Custom Deal or the GMU Custom Deal.


 


F.                                      For:
(i) FFELP Loans on which all or a portion of the borrower origination fee
is waived at disbursement by Sallie Mae or any of its affiliates in a given
state in accordance with 34 CFR section 682.202(c) (“Zero Fee Loans”)
and Chase Bank and/or Bank One make Zero Fee Loans in such given state
thereafter, or (ii) FFELP Loans subject to the iReward or Sallie Mae
Payback custom FFELP Loan program (iReward Loans”) described in Schedule V
hereto, the Purchase Price for such Bank One and/or Chase Bank Zero Fee Loans
or iReward Loans for sales on or after the Effective Date, is (a) 100.00%
of the aggregate Principal Balance of such Loans; plus (b) 100.00% of the
accrued interest that is payable by the Borrowers; plus (c) solely for
Loans that are sold within the time frames set forth in Section 9 of the
ExportSS Agreement (Future Required Sales), a premium equal to [**]% of the
aggregate Principal Balance of such Loans for Serial Loans (other than Serial
Loans subject to the Amendment as of March 1, 2005 to the ExportSS
Agreement attached hereto as Schedule IV, referred to herein as March 1
Amendment Loans, which shall be a premium equal to [**]% of the aggregate
Principal Balance of such Loans), and [**]% of the aggregate Principal Balance
of such Loans for non-Serial Loans, plus (c) the actual amount of the
origination fee that is waived or rebated directly by Bank One or Chase Bank.


 


G.                                     For
FFELP Loans made by Chase Bank under the Keystone Best Program that are sold on
or after the Effective Date and prior to September 1, 2005, Chase Bank
shall pay to Sallie Mae [**]% of the premium earned by
Chase Bank from PHEAA from the sale of such FFELP Loans to PHEAA net of all
PHEAA origination and servicing fees actually incurred by Chase with respect to
such FFELP Loans.


 


H.                                    For
private education related loans made by Chase Bank under its agreements with
First Marblehead/TERI dated September 30, 2003, that are originated on or
prior to September 30, 2005, Chase Bank shall pay to Sallie Mae [**]% of
the premium earned by Chase Bank from First Marblehead from the sale of such
private education related loans through a First


 


9





















 


Marblehead administered securitization trust or otherwise, net of all
First Marblehead/TERI and AES origination, guarantee and servicing fees
actually incurred by Chase Bank with respect to such private education related
loans.


 


7.                                      Conforming
Revisions to ExportSS Agreement.


 


The parties hereby agree to the following additional modifications to
the ExportSS Agreement:


 


A.                                   Section 6.C
of the Settlement Agreement is hereby deleted in its entirety and replaced with
the following:


 


“The Chase Parties acknowledge that the sales requirement in Section 9
of the ExportSS Agreement (as amended by the Settlement Agreement) that
requires the sale of Loans “processed and/or serviced by us or any affiliate”
is intended (except as provided in the next sentence) to include all FFELP
Loans originated, processed and/or serviced by Sallie Mae or any subsidiary or
affiliate.  For FFELP Loans originated,
processed and/or serviced by Sallie Mae or any subsidiary or affiliate under a
contractual relationship with a third party pursuant to which Sallie Mae or any
subsidiary or affiliate originates, processes and/or services FFELP Loans, the
sales requirement in Section 9 of the ExportSS Agreement (as amended by
the Settlement Agreement) that requires the sale of loans “processed and/or
serviced by us or any affiliate” shall only apply to USA Funds, Inc. (“USA
Funds”) and Northwest Education Loan Association (or their respective
successors or assigns) (“NELA”), provided, that such originations and/or
disbursements by USA Funds or NELA are processed on the origination or
servicing platforms of Sallie Mae or any subsidiary or affiliate; provided, however, that the sales requirement in Section 9
of the ExportSS Agreement (as amended by the Settlement Agreement) is not
triggered if such FFELP Loans are processed by or through  Sallie Mae’s Open Net File Management System
or its successor file management system and do not otherwise meet the
requirements of this Section 6.C. 
For purposes of this Section 6.C, the term disbursement does not
include services consisting solely of electronic funds transfer disbursement
services.”


 


B.                                     The
definition of “Serial Loan” in Section 23 of the ExportSS Agreement is
deleted and the following is substituted in its place:


 


“Serial Loan” means an additional FFELP Loan made to the same Borrower
who was the borrower under a FFELP Loan of the same type owned by and sold to
or required to be sold to ECFC or any of its affiliates, subsidiaries, or
predecessors, including Sallie Mae financing trusts by any of Chase Bank, Bank
One Bank or Bank One or, with respect to the FFELP Loans referenced in the
first sentence of Section 12 below, any other Chase entity that is subject
to the covenant in the first sentence of Section 12 below (a “Serial Loan
Borrower”), unless (i) such Loan was subject to a sale commitment by Bank
One to a third party existing as of the effective date of the ExportSS
Agreement, or (ii) the prior loan is acquired by ECFC or any ECFC
affiliate, subsidiary, or securitization trust through any purchase or
acquisition after the date of this Second Amendment other than


 


10





















 


from Chase Parties, or (iii) such Serial Loan Borrower switches
schools to another school through which Bank One and/or Chase Bank makes FFELP
Loans that are not subject to the sales requirements set forth in Section 9
of the ExportSS Agreement as amended by this Second Amendment and such Serial
Loan Borrower enters into a new Master Promissory Note with either Bank One or
Chase Bank.  For this purpose,
unsubsidized and subsidized Stafford Loans are considered to be the same Loan type.”


 


C.                                     The
ExportSS Agreement is hereby amended to include Chase Bank and its permitted
successors and assigns as a party to the ExportSS Agreement as amended by this
Second Amendment, effective as of the Effective Date.


 


D.                                    Chase
acknowledges that any Private Loan application listing Chase Manhattan Bank
USA, N.A. as the lender that is processed on or after February 25, 2005,
will be covered under the indemnification provisions of clauses (ii) and (iii) of
the second full paragraph on page 16 (Section 7) of the ExportSS
Agreement.


 


E.                                      The
last sentence of the first paragraph of the “Delivery of Loans” provisions of Section 11
of the ExportSS Agreement is hereby deleted in its entirety and replaced with
the following:


 


“However, except for Loans that are Serial to Loans owned by Sallie Mae
and serviced by Sallie Mae or another contract servicer, or first time borrower
FFELP Loans subject to Sections 5.B, 5.C, 5.D and 5.F of the Second Amendment,
Sallie Mae agrees to make a reasonable effort to keep Loans on the servicing
system of such third party servicer, provided that Sallie Mae maintains a
servicing agreement with such servicer.”


 


8.                                      Costs
Incurred in Connection With Calendar Year 2005 Chase-Branded Volume.


 


For the remainder of calendar year 2005, Sallie Mae will continue to
pay the lesser of (i) [**]% of the origination and servicing fees for the
third party vendors listed on Schedule III hereto (as described
further in this Section 8) (“Allowable Servicing Fees”) incurred by Chase
Bank, TCB, Chase Education Holdings, or the Joint Venture in connection with
the origination and servicing of Loans generated through the marketing efforts
of the Joint Venture and that are obligated to be sold to ECFC or its
affiliates (or its designee) pursuant to the ExportSS Agreement, as modified by
this Second Amendment, or (ii) $[**], which represents [**]% of the
Allowable Servicing Fees budgeted for the Joint Venture in the Joint Venture’s
2005 Approved Budget at the November, 2004 Joint Venture board meeting.  Sallie Mae shall be entitled to take as a credit
against the sums owed the portion of such Allowable Servicing Fees that were
actually paid by Sallie Mae to the Joint Venture as a Member of the Joint
Venture prior to the Effective Date.  The
parties will work in good faith to ensure that origination and servicing fees
in the nature of the Allowable Servicing Fees that are incurred in connection
with originating or servicing Bank One Loans (or Loans of any other affiliate
or subsidiary other than Chase Bank or Chase Bank USA) are not included in this
calculation.  The parties agree that the
monthly expenses incurred by the Joint Venture for calendar year 2004 will
serve as a guideline to ensure that Bank One-related origination and servicing
fees in the nature of the Allowable Servicing Fees are not inadvertently
charged to the Joint Venture or subject to this Section 8. Allowable


 


11





















 


Servicing Fees will not include any categories of items that were not
charged to the Joint Venture for calendar year 2004.


 


9.                                      Provision
of Information by Sallie Mae.


 


Section 4.B of the Settlement Agreement shall also be applicable
to Chase Bank or Chase Bank USA Loans.


 


10.                               Conforming
Revisions to Settlement Agreement.


 


The parties hereby agree to the following additional modifications to
the Settlement Agreement:


 


A.                                   Both
the parenthetical at the end of the second to last sentence and the last
sentence in each of Sections 6.A and 7.G of the Settlement Agreement are hereby
deleted in their entirety.


 


B.                                   Section 6.F
of the Settlement Agreement is hereby amended by adding the following as a new
second sentence thereof:


 


“Notwithstanding the foregoing, solely with respect to non-Serial FFELP
Loans made for the July 1, 2005 through June 30, 2006 Academic Year,
the sales requirement under Section 9 of the ExportSS Agreement, as
amended by this Second Amendment and the obligations under this Section 6.F,
for Bank One to sell such non-Serial FFELP Loans will not be triggered solely
because Chase Bank or Chase Bank USA has offered to make Private Loans at any
particular school; provided, that, the FFELP Loans, if any, that are made
during the July 1, 2005 through June 30, 2006 Academic Year to any
Chase Bank or Chase Bank USA borrowers of such Private Loans will be sold to
ECFC or its designee.”


 


C.                                     Section 11
of the Settlement Agreement is hereby deleted in its entirety effective upon
signing of this Second Amendment and Chase Bank’s payment to Sallie Mae of the
Payment pursuant to Section 3 of this Second Amendment.


 


D.                                    The
following shall be added to the end of Section 14 of the Settlement
Agreement:


 


“To the extent this Second Amendment provides for amendment or
termination of the LLC Agreements or dissolution of the Joint Venture, it shall
be subject to, governed by, and construed and enforced pursuant to the laws of
the State of Delaware, without regard to its principles of conflict of
laws.  To the extent this Second
Amendment provides for amendment or termination of any other Joint Venture Related
Agreements, it shall be subject to, governed by, and construed and enforced
pursuant to laws of the State of New York, without regard to its principles of
conflict of laws.”


 


12





















 


11.                               Dismissal
of Lawsuit; Releases.


 


A.                                   Within
2 business days of execution of this Second Amendment by all parties hereto,
Chase shall cause a Notice of Dismissal of the Dissolution Action, with
prejudice, to be filed with the court in which the Dissolution Action is
pending.  Each party shall be responsible
for its own attorneys’ fees and costs incurred in connection with the
Dissolution Action.


 


B.                                     The
Chase Parties and each of them, on behalf of themselves and their parents,
subsidiaries, commonly-owned affiliates, predecessors, successors and assigns
of each of them (the “Chase Releasors”), hereby irrevocably and unconditionally
release and discharge, to the fullest extent permissible under applicable law,
the Sallie Mae Parties and their parents, subsidiaries, commonly-owned
affiliates, predecessors, successors and assigns of each of them, and the
officers, directors, employees, agents, attorneys and representatives of each
of them (the “Sallie Mae Releasees”), from, and covenant not to assert against
the Sallie Mae Releasees in any forum, any claims, counterclaims, demands,
actions, causes of action, debts, liabilities, damages, costs, fees, expenses,
rights, duties, obligations, liens, petitions, suits, losses, controversies,
executions, offsets and sums, of any kind or nature, whether direct or
indirect, liquidated or unliquidated, contingent or actual, in law or equity,
known or unknown, suspected or unsuspected, in contract or tort, or of whatever
type or nature, from the beginning of time to the day and date of this Second
Amendment, regarding, arising out of, related to, resulting from or in
connection with (i) the Joint Venture; (ii) the Joint Venture Related
Agreements or any provision thereof or any acts or omissions by any Sallie Mae
Releasee relating thereto or any transaction or action taken or contemplated
thereunder or in connection therewith; (iii) any employment discussions
the Sallie Mae Releasee may have had with any employee of the Joint Venture,
including without limitation any actions taken by any Sallie Mae Releasees to
offer stay bonuses or employment guarantees to employees of the Joint Venture; (iv) any
act or omission by any Sallie Mae Releasee in connection with or opposition to
or that were alleged in the petition filed in the Dissolution Action, or (v) any
of the Sallie Mae Releasees’ actions taken in connection with (i), (ii), (iii),
or (iv) above (collectively the “Chase Released Claims”).


 


C.                                     The
Sallie Mae Parties, and each of them, on behalf of themselves and their
parents, subsidiaries, commonly owned affiliates, predecessors, successors and
assigns of each of them (the “Sallie Mae Releasors”), hereby irrevocably and
unconditionally release and discharge, to the fullest extent permissible under
applicable law, the Chase Parties and their parents, subsidiaries,
commonly-owned affiliates, predecessors, successors and assigns of each of
them, and the officers, directors, employees, agents, attorneys and
representatives of each of them (the “Chase Releasees”), from, and covenant not
to assert against the Chase Releasees in any forum, any and all claims,
counterclaims, demands, actions, causes of action, debts, liabilities, damages,
costs, fees, expenses, rights, duties, obligations, liens, petitions, suits,
losses, controversies, executions, offsets and sums, of any kind or nature,
whether direct or indirect, liquidated or unliquidated, contingent or actual,
in law or equity, known or unknown, suspected or unsuspected, in contract or
tort, or of whatever type or nature, from the beginning of time to the day and
date of this Second Amendment, regarding, arising out of, related to, resulting
from or in connection with (i) the Joint Venture; (ii) the
institution of the Dissolution Action or any act or omission by or on the part
of any Chase Releasee taken in connection therewith or in connection with any
allegation made in the petition filed in the Dissolution Action; (iii) the
Joint Venture


 


13





















 


Related Agreements or any provision thereof or any acts or omissions by
any Chase Releasee relating thereto or any transaction or action taken or
contemplated thereunder or in connection therewith; (iv) any employment
discussions the Chase Releasee may have had with any employees of the Joint
Venture; or (v) any of the Chase Releasees’ actions taken in connection
with (i), (ii), (iii), and (iv) above (collectively, the “Sallie Mae
Released Claims”).


 


D.                                    The
Trustee on behalf of itself and its predecessors, successors and assigns (the “Trustee  Releasor”) hereby irrevocably and
unconditionally releases and discharges, to the fullest extent permissible
under applicable law, the Sallie Mae Releasees and the Chase Releasees, from,
and covenant not to assert against the Chase Releasees and/or the Sallie Mae
Releasees in any forum, any claims, counterclaims, demands, actions, causes of
action, debts, liabilities, damages, costs, fees, expenses, rights, duties,
obligations, liens, petitions, suits, losses, controversies, executions,
offsets and sums, of any kind or nature, whether direct or indirect, liquidated
or unliquidated, contingent or actual, in law or equity, known or unknown,
suspected or unsuspected, in contract or tort, or of whatever type or nature,
from the beginning of time to the day and date of this Second Amendment,
regarding, arising out of, related to, resulting from or in connection with (i) the
Joint Venture; (ii) the Joint Venture Related Agreements or any provision
thereof or any acts or omissions by any Sallie Mae Releasee and/or by any Chase
Releasee relating thereto or any transaction or action taken or contemplated
thereunder or in connection therewith; (iii) any employment discussions
any Sallie Mae Releasee and/or any Chase Releasee may have had with any
employees of the Joint Venture, including without limitation any actions taken
to offer stay bonuses or employment guarantees to the employees of the Joint
Venture; (iv) any acts or omissions taken by the Sallie Mae Releasees
and/or the Chase Releasees in connection with or in opposition to or that were
alleged in the petition filed in the Dissolution Action, and (v) any of
the Sallie Mae Releasees and/or the Chase Releasees actions taken in connection
with (i), (ii), (iii), and (iv) above (collectively the “Chase and Sallie
Mae Released Claims”).


 


E.                                    With
respect to the releases provided herein, each of the Releasors warrants and
represents with respect to the claims it hereby releases (collectively, the “Released
Claims”), that:


 


(1)                                  It
has not heretofore assigned, subrogated or transferred to any person any of the
Released Claims and agrees to indemnify, defend, and hold harmless, each person
to whom its release runs from any of its Released Claims asserted by any person
based upon any such actual or purported assignment or transfer;


 


(2)                                  No
person has any lien, claim or interest in any of the Released Claims;


 


(3)                                  It
will not assign, subrogate or transfer to any person any of the Released
Claims;


 


(4)                                  It
will not commence, assert or prosecute, or induce any other person to commence
or prosecute, any of the Released Claims;


 


14





















 


(5)                                  It
is fully authorized to enter into and be bound by the terms of this Second
Amendment, and that it is the sole legal and equitable owner and holder of
all  Released Claims; and


 


(6)                                  The
person signing this Second Amendment on its behalf has the authority to do so
and to make the promises and releases contained herein and to enter into the
agreements set forth herein on its behalf.


 


F.                          The
releases contained in this Section 11 herein shall in no way affect the
right of any party hereto to seek enforcement of the terms of the ExportSS
Agreement and this Second Amendment.


 


12.                              Agreement of JPMorgan.


 


JPMorgan covenants (both for itself and for its affiliates,
subsidiaries, successors, and assigns) that any FFELP Loans that are guaranteed
for the July 1, 2005 through June 30, 2006 Academic year that are
generated through the marketing efforts of either the Bank One Education
Finance Corporation sales force, or such other Chase affiliate that employs the
Bank One Education Finance Corporation sales force or the Joint Venture sales
force, that are required to be sold under the ExportSS Agreement, as modified
by this Second Amendment will be sold to ECFC (or its designee) pursuant to the
ExportSS Agreement, as modified by this Second Amendment.  For avoidance of doubt, the parties
acknowledge and agree that if Bank One and/or Chase Bank  shifts any FFELP Loans that are guaranteed
for the July 1, 2005 through June 30, 2006 Academic Year that are
generated through the marketing efforts of the Joint Venture sales force to
other than the Chase Bank’s Department of Education lender identification
numbers utilized by the Joint Venture, such FFELP Loans will, notwithstanding
such actions, be required to be sold under the ExportSS Agreement, as modified
by this Second Amendment and will be sold to ECFC (or its designee) pursuant to
the ExportSS Agreement, as modified by this Second Amendment.


 


JPMorgan covenants (both for itself and for its affiliates,
subsidiaries, successors, and assigns) that it will not take any steps (nor
will it permit its affiliates or subsidiaries to take any such steps) that
results in the avoidance of the sales requirements under Section 9 of the
ExportSS Agreement, as amended by this Second Amendment, including, without
limitation, any restructurings or creations of legal entities that results in
the avoidance of such sales requirements under Section 9 of the ExportSS
Agreement, as amended by this Second Amendment. 
For avoidance of doubt (excluding the sales commitments in Sections 5.B,
5.C. and 5.D of this Second Amendment regarding first time borrowers), the
parties acknowledge and agree that Bank One’s and/or Chase Bank’s election to
originate, process or service FFELP Loans on an origination and/or servicing platform
other than Sallie Mae’s (as defined in Section 7.A. of this Second
Amendment), shall not be deemed to be “avoidance of such sales requirements
under Section 9 of the ExportSS Agreement, as amended by the Second
Amendment.”


 


15





















 


13.  Agreements and
Representations and Warranties of SLM, SMI and ECFC


 


A.                                   SLM
covenants (both for itself and for its affiliates, subsidiaries, successors,
and assigns) that it will not take any steps (nor will it permit its affiliates
or subsidiaries to take any such steps) that results in the avoidance of its
purchase obligations under the ExportSS Agreement, as amended by this Second
Amendment, including, without limitation, any restructurings or creations of
legal entities that result in the avoidance of such purchase requirements under
the ExportSS Agreement, as amended by this Second Amendment.


 


B.                                     SMI
and ECFC each warrant and represent that individually or collectively they are
the successors to each and all of the rights and obligations of Student Loan
Marketing Association with respect to the Joint Venture and with respect to the
Joint Venture Related Agreements, and that any claims that Student Loan
Marketing Association may ever have had against any of the Chase Releasees that
are within the scope of the Sallie Mae Released Claims either have been
extinguished or are included in the Sallie Mae Released Claims.


 


14.                               Counterparts.


 


This Second Amendment may be executed in one or more counterparts, but
in such event, each counterpart shall constitute an original and all of such
counterparts shall together constitute one instrument.  Accordingly, this Second
Amendment shall become binding, notwithstanding the execution of
separate originals, one by each of the Parties hereto.  Signatures hereto exchanged by facsimile
shall be binding for all purposes.


 


15.                               Notices.


 


The Chase Parties and the Sallie Mae Parties each hereby acknowledge
that the notice address set forth in the Settlement Agreement shall continue as
the notice address for this Second Amendment.


 


16.                               Confidentiality


 


Each of Sallie Mae and Chase agree and covenant that it will take all
reasonable steps to ensure, preserve, and protect the confidentiality of the
Purchase Prices set forth in this Second Amendment and the minimum FFELP Loan
sale amounts in Section 5.D of this Second Amendment, which the parties
agree are confidential and shall not be disclosed or revealed by them, except
as specified below:


 


A.                                   By
Chase or Sallie Mae to, their accountants, attorneys, auditors, tax return
preparers, and/or regulators, or as otherwise required in connection with
disclosure obligations under the securities laws.  The parties agree that to the extent
permissible under any securities law disclosure obligation that requires disclosure
of this Second Amendment, or any portion or terms thereof, they will seek
confidential treatment from any such disclosure the items referenced in the
first sentence of this Section 16 above;


 


B.                                     To
any third parties as may be mutually agreed in writing by the Parties; and


 


16





















 


C.                                     To
the extent required by law, subpoena or other judicial process, provided that
prior to complying therewith the party receiving such subpoena or process
advises (to the extent legally permissible) the other party and the court or
issuer thereof of this confidentiality provision and makes reasonable, diligent
effort to protect the contents of this Second Amendment from disclosure.


 


Except as expressly modified herein, the ExportSS Agreement, including
without limitation all sales requirements set forth therein, are hereby
ratified and confirmed in all respects.


 


IN WITNESS WHEREOF, the Parties through each of their duly authorized
representatives have hereto set their hands to be effective as of the 21st day
of March, 2005.


 


	
  EDUCATION
  ONE GROUP, INC.

  	
  SALLIE
  MAE, INC.

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Mary Eure

  	
   

  	
  By:

  	
   

  	
  /s/
  Robert Lavet

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
  Mary Eure

  	
   

  	
  Name:

  	
   

  	
  Robert
  Lavet

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
  Secretary

  	
   

  	
  Title:

  	
   

  	
  SVP &
  General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SECONDARY
  MARKET SERVICES, LLC

  By: Sallie
  Mae, Inc., Authorized Agent

  	
  SLM
  EDUCATION CREDIT FINANCE

  CORPORATION

  
	
   

  	
  By:
  Sallie Mae, Inc., Authorized Agent

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Robert Lavet

  	
   

  	
  By:

  	
   

  	
  /s/
  Robert Lavet

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
  Robert Lavet

  	
   

  	
  Name:

  	
   

  	
  /s/
  Robert Lavet

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
  SVP & General Counsel

  	
   

  	
  Title:

  	
   

  	
  SVP &
  General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SLM
  CORPORATION

  	
  EDUCATION
  FIRST FINANCE LLC

  
	
   

  	
   

  
	
  By:
  Sallie Mae, Inc., Authorized Agent

  	
  By:
  Sallie Mae, Inc., Authorized Agent

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Robert Lavet

  	
   

  	
  By:

  	
   

  	
  /s/
  Jerry De Rosas

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
  Robert
  Lavet

  	
   

  	
  Name:

  	
   

  	
  Jerry
  De Rosas

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
  SVP &
  General Counsel

  	
   

  	
  Title:

  	
   

  	
  Director

  	
   

  
												



 


17





















 


	
   

  	
   

  
	
   

  	
   

  
	
  CHASE
  EDUCATION FIRST LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Jerry De Rosas

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
  Jerry
  De Rosas

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
  Director

  	
   

  	
   

  
						



 


18





















 


	
  JP
  MORGAN CHASE & CO.

  	
  JP
  MORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ James C. P. Berry

  	
   

  	
  By:

  	
   

  	
  /s/
  Jeffrey Levine

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
  James
  C. P. Berry

  	
   

  	
  Name:

  	
   

  	
  Jeffrey
  Levine

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
  Asst.
  General Counsel & Asst. Corporate Secretary

  	
   

  	
  Title:

  	
   

  	
  S.V.P.

  	
   

  
	
   

  	
   

  
	
  CHASE
  BANK USA, NATIONAL

  ASSOCIATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/
  Andrew T. Semmelman

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
  Andrew
  T. Semmelman

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
  Senior
  Vice President

  	
   

  	
   

  
	
   

  	
   

  
	
  BANK
  ONE EDUCATION FINANCE

  CORPORATION

  	
  TCB
  EDUCATION FIRST MARKETING

  CORPORATION

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/
  Michael Getzler

  	
   

  	
  By:

  	
   

  	
  /s/
  Jeffrey Levine

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
  Michael
  Getzler

  	
   

  	
  Name:

  	
   

  	
  Jeffrey
  Levine

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
  /s/
  Vice President

  	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CHASE
  EDUCATION HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/
  Jeffrey Levine

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
  Jeffrey
  Levine

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
  President

  	
   

  	
   

  
												



 


19





















 


Schedule I:


Joint Venture Related Agreements *


 


	
  1.

  	
   

  	
  Limited Liability Company Agreement of Education
  First Finance LLC, dated as of September 9, 1996, by and between
  TCB Education First Corporation and Student Loan Marketing Association

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Limited Liability Company Agreement of Education
  First Marketing LLC, dated as of September 9, 1996, by and
  between TCB Education First Corporation and Student Loan Marketing Association

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Trust Agreement, dated as of
  September 9, 1996, made with respect to the formation of the
  Chase/Sallie Mae Education Loan Trust, Education First Finance LLC and The
  Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Loan
  Sale Agreement of September 9, 1996, by and among The Chase Manhattan
  Bank, Education First Finance LLC, and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Loan
  Sale Agreement of September 9, 1996, by and among Texas Commerce Bank,
  National Association, Education First Finance LLC, and The Chase Manhattan
  Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Loan
  Sale Agreement of September 9, 1996, by and among The Chase Manhattan
  Bank (USA), N.A., Education First Finance LLC, and The Chase Manhattan Bank
  as Trustee

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Asset
  Purchase Agreement, dated as of September 9, 1996, by and among The
  Chase Manhattan Corporation, Student Loan Marketing Association, Education
  First Marketing LLC, and Education First Finance LLC

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Omnibus Agreement, dated as of
  September 9, 1996 among The Chase Manhattan Corporation, The Chase
  Manhattan Bank, Student Loan Marketing Association, Education First Finance
  LLC, and Education First Marketing LLC

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Transition
  Agreement, made the 9th day of September, 1996, by and between The Chase
  Manhattan Bank and Sallie Mae Servicing Corporation

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Master
  Services Agreement, dated as of September 9, 1996, by and among
  Education First Marketing LLC, Education First Finance LLC, and The Chase
  Manhattan Corporation

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Master
  Services Agreement, dated as of September 9, 1996, by and among Student
  Loan Marketing Association, Education First Marketing LLC, and Education
  First Financing LLC

  



 










* Each, as may have been
amended from time to time.


 


   With
respect to each agreement as to which “The Chase Manhattan Bank as Trustee” is
listed as a party, that term means “The Chase Manhattan Bank not in its
individual capacity but solely as trustee of the Chase/Sallie Mae Education
Loan Trust.”


 


20





















 


	
  12.

  	
   

  	
  Commitment and Loan Sale Agreement of
  September 9, 1996 among The Chase Manhattan Bank, The Chase Manhattan
  Bank as Trustee, and Education First Finance Company LLC

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Commitment and Loan Sale Agreement made as of the
  9th day of September, 1996 by and among Chase Manhattan Bank USA, National
  Association, The Chase Manhattan Bank as Trustee, and Education First Finance
  LLC.

  
	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Commitment
  and Loan Sale Agreement of September 9, 1996 among Texas Commerce Bank,
  National Association, The Chase Manhattan Bank as Trustee, and Education
  First Finance LLC

  
	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Commitment
  and Loan Sale Agreement for Loans Being Consolidated of September 9,
  1996 among The Chase Manhattan Bank as Trustee, Student Loan Marketing
  Association, and Education First Finance LLC

  
	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Revolving
  Financing Agreement, dated as of September 9, 1996, between The Chase
  Manhattan Bank and Student Loan Marketing Association

  
	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Revolving
  Financing Agreement, dated as of September 9, 1996, between Texas
  Commerce Bank, National Association and Student Loan Marketing Association

  
	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Loan Servicing Agreement made the 9th
  day of September, 1996, by and between The Chase Manhattan Bank and Sallie
  Mae Servicing Corporation

  
	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Loan
  Servicing Agreement, made the 9th day of September, 1996, by and between
  Texas Commerce Bank, National Association and the Sallie Mae Servicing
  Corporation

  
	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  Loan
  Servicing Agreement made the 9th day of September 1996 by and
  among The Chase Manhattan Bank as Trustee, Education First Finance LLC and
  Sallie Mae Servicing Corporation

  
	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Trademark License Agreement dated as of September 9,
  1996, by and between The Chase Manhattan Corporation and Education First
  Marketing LLC

  
	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Trademark Licensing Agreement dated as of
  September 9, 1996, by and between Student Loan Marketing Association and
  Education First Marketing

  
	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  Marketing
  Services Agreement, dated as of September 9, 1996, among The Chase
  Manhattan Bank, Texas Commerce Bank, National Association, Student Loan
  Marketing Association and Education First Marketing LLC

  
	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  Administrative
  and Professional Services Agreement, dated as of September 9, 1996, by
  and between Education First Marketing LLC and Education First Finance LLC

  
	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  Interim
  Participation Agreement, dated as of September 9, 1996, by and among The
  Chase Manhattan Bank, The Chase Manhattan Bank as Trustee, and Education
  First Finance LLC

  
	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  Interim Participation Agreement, dated as of September 9, 1996,
  by and among The Chase Manhattan Bank (USA), N.A., The Chase Manhattan Bank
  as Trustee, and Education First Finance Company LLC

  



 


21





















 


	
  27.

  	
   

  	
  Interim
  Participation Agreement, dated as of September 9, 1996, by and among
  Texas Commerce Bank, N.A., The Chase Manhattan Bank as Trustee, and Education
  First Finance LLC

  
	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  Master
  Participation Agreement, dated as of September 9, 1996, by and among TCB
  Education First Corp., Education First Finance LLC, and The Chase Manhattan
  Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  29.

  	
   

  	
  Master
  Participation Agreement, dated as of September 9, 1996, among Student
  Loan Marketing Association, Education First Finance LLC, and The Chase
  Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  30.

  	
   

  	
  ELSC
  Loan Participation Agreement, dated as of September 9, 1996, among The
  Chase Manhattan Bank, Education First Finance LLC, and The Chase Manhattan
  Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  31.

  	
   

  	
  ELSC
  Loan Subparticipation Agreement, dated as of September 9, 1996, by and
  among TCB Education First Corporation, Education First Finance LLC, and The
  Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  32.

  	
   

  	
  ELSC
  Loan Subparticipation Agreement, dated as of September 9, 1996, among
  Student Loan Marketing Association, Education First Financing LLC, and The
  Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  33.

  	
   

  	
  Letter
  of intent dated September 9, 1996 from T. Brisson of Sallie Mae
  Servicing Corporation to William H. Hoefling of The Chase Manhattan Bank
  regarding proposed servicing agreements covering unsold portfolios

  
	
   

  	
   

  	
   

  
	
  34.

  	
   

  	
  Letter
  dated as of September 9, 1996 from W. Hoefling of The Chase Manhattan
  Bank to L. Marshall of Student Loan Marketing Association regarding name
  change of TCBEFC

  
	
   

  	
   

  	
   

  
	
  35.

  	
   

  	
  Letter
  dated as of September 9, 1996 from L. Marshall of Student Loan Marketing
  Association to W. Hoefling of The Chase Manhattan Corporation regarding
  cooperation with respect to Department of Education’s expression of interest
  in Omnibus Agreement

  
	
   

  	
   

  	
   

  
	
  36.

  	
   

  	
  Letter
  dated as of September 9, 1996 from W. Hoefling of The Chase Manhattan
  Corporation to L. Marshall of Student Loan Marketing Association regarding
  cooperation with respect to Department of Education’s expression of interest
  in Omnibus Agreement

  
	
   

  	
   

  	
   

  
	
  37.

  	
   

  	
  Loan
  Servicing Agreement, September 9, 1996, among The Chase Manhattan Bank
  USA, N.A. and Sallie Mae Servicing Corporation

  
	
   

  	
   

  	
   

  
	
  38.

  	
   

  	
  Commitment
  and Loan Sale Agreement, September 9, 1996, by and among The Chase
  Manhattan Bank USA, National Association, The Chase Manhattan Bank as
  Trustee, and Education First Finance LLC

  
	
   

  	
   

  	
   

  
	
  39.

  	
   

  	
  Letter
  of October 11, 1996, among The Chase Manhattan Bank (on behalf of itself,
  The Chase Manhattan Bank USA, N.A., and Texas Commerce Bank, N.A.), Education
  First Financing LLC, and The Chase Manhattan Bank as Trustee, re Document
  Review Process

  



 


22





















 


	
  40.

  	
   

  	
  Line
  of Credit Letter Agreement of December 31, 1996 between The Chase
  Manhattan Bank and TCB Education First Corporation

  
	
   

  	
   

  	
   

  
	
  41.

  	
   

  	
  Amendment,
  Assignment and Assumption Agreement of January 1, 1997 by and among The
  Chase Manhattan Bank, Education First Marketing LLC, and University Support
  Services, Inc. to the PLATO Marketing Agreement

  
	
   

  	
   

  	
   

  
	
  42.

  	
   

  	
  Loan
  Servicing Agreement signed January 16, 1997 dated as of the 9th day of
  September 1996 by and between Chase Manhattan Bank USA,
  National Association, and Sallie Mae Servicing Corporation.

  
	
   

  	
   

  	
   

  
	
  43.

  	
   

  	
  Delinquent
  Loan Servicing Agreement made January 1, 1997 by and among The Chase
  Manhattan Bank, Chase Manhattan Bank USA, N.A., Texas Commerce Bank N.A., and
  Sallie Mae Servicing Corporation

  
	
   

  	
   

  	
   

  
	
  44.

  	
   

  	
  Loan
  Sale Agreement of February 6, 1997 between Student Loan Marketing
  Association and The Chase Manhattan Bank re: charged off portfolio

  
	
   

  	
   

  	
   

  
	
  45.

  	
   

  	
  Loan
  Sale Agreement of February 20, 1997 between Student Loan Marketing
  Association and The Chase Manhattan Bank re AFSA Loan Portfolio

  
	
   

  	
   

  	
   

  
	
  46.

  	
   

  	
  Loan
  Sale Agreement of February 20, 1997 between Student Loan Marketing
  Association and The Chase Manhattan Bank re: AFSA Portfolio 15% purchase
  price

  
	
   

  	
   

  	
   

  
	
  47.

  	
   

  	
  Letter
  Agreement dated February 26, 1997 among The Chase Manhattan Bank,
  Education First Finance LLC, The Chase Manhattan Bank as Trustee, Chase
  Manhattan Bank USA, N.A., Texas Commerce Bank National Association, and
  Sallie Mae Servicing Corporation

  
	
   

  	
   

  	
   

  
	
  48.

  	
   

  	
  ACLS
  Loan Servicing Agreement as of March 24, 1997 between The Chase
  Manhattan Bank and Sallie Mae Servicing Corporation

  
	
   

  	
   

  	
   

  
	
  49.

  	
   

  	
  Amendment
  of June 25, 1997 to Commitment and Loan Sale Agreement dated
  September 9, 1996 among Chase Manhattan Bank USA, National Association,
  The Chase Manhattan Bank as Trustee, and Education First Finance LLC

  
	
   

  	
   

  	
   

  
	
  50.

  	
   

  	
  Amendment
  of June 25, 1997 to Commitment and Loan Sale Agreement dated
  September 9, 1966 among Texas Commerce Bank, National Association, The
  Chase Manhattan Bank as Trustee, and Education First Finance LLC

  
	
   

  	
   

  	
   

  
	
  51.

  	
   

  	
  Amendment
  of June 25, 1997 to Commitment and Loan Sale Agreement dated
  September 9, 1996 among Chase Education Holdings, Inc., Education
  First Finance LLC, and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  52.

  	
   

  	
  Amendment
  of June 25, 1997 to the Master Participation Agreement dated as of
  September 9, 1996 among Chase Education Holdings, Inc., Education
  First Finance LLC, and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  53.

  	
   

  	
  Amendment
  of June 25, 1997 to the ELSC Loan Subparticipation Agreement dated as of
  September 9, 1996 among Chase Education Holdings, Inc., Education
  First Finance LLC, and The Chase Manhattan Bank as Trustee

  



 


23





















 


	
  54.

  	
   

  	
  Amendment
  as of July 1, 1997 to the Master Participation Agreement dated as of
  September 9, 1996 among Student Loan Marketing Association, Education
  First Finance LLC and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  55.

  	
   

  	
  Amendment
  as of July 1, 1997 to the Master Participation Agreement dated as of
  September 9, 1996 among Chase Education Holdings, Inc., Education
  First Finance LLC and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  56.

  	
   

  	
  Amendment
  as of July 1, 1997 to the ELSC Loan Subparticipation Agreement dated as
  of September 9, 1996 among Chase Education Holdings, Inc.,
  Education First Finance LLC, and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  57.

  	
   

  	
  Amendment
  of July 1, 1997 to ELSC Loan Subparticipation Agreement dated
  September 9, 1996 among Student Loan Marketing Association, Education
  First Finance LLC, and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  58.

  	
   

  	
  Yield
  Adjustment Acknowledgment as of July 1, 1997 among Education First
  Finance LLC, Student Loan Marketing Association, and Chase Education
  Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
  59.

  	
   

  	
  Reimbursement
  Agreement of July 1, 1997 among The Chase Manhattan Bank, Education
  First Marketing LLC, Student Loan Marketing Association, and Chase Education
  Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
  60.

  	
   

  	
  Amendment
  of January 1, 1998 to Omnibus Agreement of Sept 9, 1996 among Student
  Loan Marketing Association, Education First Finance LLC, Education First
  Marketing LLC, The Chase Manhattan Bank, and The Chase Manhattan Corporation,
  related to transition costs

  
	
   

  	
   

  	
   

  
	
  61.

  	
   

  	
  Loan
  Sale Agreement of August 8, 1997 between Student Loan Marketing
  Association and The Chase Manhattan Bank, re Columbia University loan
  portfolio

  
	
   

  	
   

  	
   

  
	
  62.

  	
   

  	
  Assignment,
  Assumption and Consent Agreement dated August 4, 1997 relating to
  Agreement of March 14, 1985 among Trustees of Columbia University School
  of Business, The Chase Manhattan Bank, and Student Loan Marketing Association

  
	
   

  	
   

  	
   

  
	
  63.

  	
   

  	
  Assignment,
  Assumption and Consent Agreement dated August 4, 1997 relating to
  Agreement of March 14, 1985 among Trustees of Columbia University School
  of Law, The Chase Manhattan Bank, and Student Loan Marketing Association

  
	
   

  	
   

  	
   

  
	
  64.

  	
   

  	
  Approval &
  Waiver by Sallie Mae Servicing Corporation and Education First Finance LLC to
  The Chase Manhattan Bank re: Servicing Agreement of July 1, 1998
  between The Chase Manhattan Bank and USA Group Loan Services, Inc.

  
	
   

  	
   

  	
   

  
	
  65.

  	
   

  	
  Approval &
  Waiver by Sallie Mae Servicing Corporation and Education First Finance LLC to
  The Chase Manhattan Bank re: Servicing Agreement of July 1, 1998
  between The Chase Manhattan Bank and Unipac

  
	
   

  	
   

  	
   

  
	
  66.

  	
   

  	
  Amendment
  of June 5, 1998 to Trademark License Agreement dated as of
  September 9, 1996 between Education First Marketing LLC and Student Loan
  Marketing Association

  



 


24





















 


	
  67.

  	
   

  	
  Amendment
  of June 5, 1998 to Trademark License Agreement dated as of
  September 9, 1996 between Education First Marketing LLC and The Chase
  Manhattan Corporation

  
	
   

  	
   

  	
   

  
	
  68.

  	
   

  	
  Amendment
  as of July 1, 1998 to Master Participation Agreement dated as of
  September 9, 1996 among Student Loan Marketing Association, Education
  First Finance LLC and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  69.

  	
   

  	
  Amendment
  as of July 1, 1998 to Master Participation Agreement dated as of
  September 9, 1996 among Chase Education Holdings, Inc., Education
  First Finance LLC and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  70.

  	
   

  	
  Amendment
  as of July 1,1998 to ELSC Loan Subparticipation Agreement dated as of September 9,
  1996 among Student Loan Marketing Association, Education First Finance LLC
  and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  71.

  	
   

  	
  Second
  Amendment as of July 1, 1998 to the Master Participation Agreement dated
  as of September 9, 1996 among Chase Education Holdings, Inc.,
  Education First Finance LLC, and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  72.

  	
   

  	
  Second
  Amendment as of July 1, 1998 to the ELSC Loan Subparticipation Agreement
  dated as of September 9, 1996 among Chase Education Holdings, Inc.,
  Education First Finance LLC, and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  73.

  	
   

  	
  Second
  Amendment as of July 1, 1998 to the ELSC Loan Subparticipation Agreement
  dated as of September 9, 1996 among Student Loan Marketing Association,
  Education First Finance LLC, and The Chase Manhattan Bank as Trustee

  
	
   

  	
   

  	
   

  
	
  74.

  	
   

  	
  Second
  Amendment as of July 1, 1998 to the Master Participation Agreement dated
  as of September 9, 1996 among Student Loan Marketing Association,
  Education First Finance LLC, and The Chase Manhattan Bank as Trustee

  
	
  75.

  	
   

  	
  Consent
  and Acknowledgement As to Chase Lending Policy, dated July 30, 1998, by
  Sallie Mae Servicing Corporation and Education First Finance LLC

  
	
   

  	
   

  	
   

  
	
  76.

  	
   

  	
  Amendment
  of August 1, 1998 to Commitment and Loan Sale Agreement dated
  September 9, 1996 among The Chase Manhattan Bank, The Chase Manhattan
  Bank as Trustee, and Education First Finance LLC

  
	
   

  	
   

  	
   

  
	
  77.

  	
   

  	
  Amendment
  of August 1, 1998 to Commitment and Loan Sale Agreement dated
  September 9, 1996 among Chase Bank of Texas, National Association, The Chase
  Manhattan Bank as Trustee, and Education First Finance LLC

  
	
   

  	
   

  	
   

  
	
  78.

  	
   

  	
  Loan
  Sale Agreement of December 1, 1998 among Education First Finance LLC,
  The Chase Manhattan Bank as Trustee, and Student Loan Marketing Association

  
	
   

  	
   

  	
   

  
	
  79.

  	
   

  	
  Letter
  Amendment dated December 1, 1998 Amending the three Loan Servicing
  Agreements dated September 9, 1996 between Sallie Mae Servicing
  Corporation and (1) The Chase Manhattan Bank; (2) Education First
  Finance LLC and the Chase Manhattan Bank as Trustee; and (3) The Chase
  Bank of Texas, N.A.

  
	
   

  	
   

  	
   

  
	
  80.

  	
   

  	
  Direction
  Letter of December 21, 1998 to Trustee re: Sale of JV Portfolio

  



 


25





















 


	
  81.

  	
   

  	
  Amendment of January 1, 1999 to Commitment
  and Loan Sale Agreement of September 9, 1996 among The Chase
  Manhattan Bank, The Chase Manhattan Bank as Trustee, and Education First
  Finance LLC

  
	
   

  	
   

  	
   

  
	
  82.

  	
   

  	
  Commitment and Loan Sale Agreement of
  January 1, 1999 among The Chase Manhattan Bank as Trustee,
  Education First Finance LLC and Student Loan Marketing Association.

  
	
   

  	
   

  	
   

  
	
  83.

  	
   

  	
  Commitment and Loan Sale Agreement for Private
  Loans of January 1, 1999 between Chase Manhattan Bank USA, N.A.
  and Student Loan Marketing Association.

  
	
   

  	
   

  	
   

  
	
  84.

  	
   

  	
  Amendment
  of January 1, 1999 to Loan Servicing Agreement dated September 9,
  1996 between Chase Manhattan Bank USA, National Association and Sallie Mae
  Servicing Corporation

  
	
   

  	
   

  	
   

  
	
  85.

  	
   

  	
  Program
  Agreement for the Signature Education Loan Program [HICA-Insured] entered
  into as of the 1st day of January, 1999 by and among HICA, Chase
  Manhattan Bank USA, N.A., and The Chase Manhattan Bank

  
	
   

  	
   

  	
   

  
	
  86.

  	
   

  	
  Signature
  Select Loan Amendment of February 1, 1999 to Commitment and Loan Sale
  Agreement for Private Loans dated January 1, 1999 between Student Loan
  Marketing Association and Chase Manhattan Bank USA, N.A.

  
	
   

  	
   

  	
   

  
	
  87.

  	
   

  	
  Amendment
  of March 25, 1999 to Loan Sale Agreement of December 1, 1998 among
  The Chase Manhattan Bank as Trustee, and Education First Finance LLC and
  Student Loan Marketing Association

  
	
   

  	
   

  	
   

  
	
  88.

  	
   

  	
  Laureate
  and Parent Answer Services Amendment, dated May 1, 1999 to Loan
  Servicing Agreement dated September 9, 1998, between The Chase Manhattan
  Bank and Sallie Mae Servicing Corporation

  
	
   

  	
   

  	
   

  
	
  89.

  	
   

  	
  Amendment,
  dated May 1, 1999, to Commitment and Loan Sale Agreement dated as of
  January 1, 1999 among The Chase Manhattan Bank as Trustee, Student Loan
  Marketing Association, and Education First Finance LLC

  
	
   

  	
   

  	
   

  
	
  90.

  	
   

  	
  Amendment to Commitment and Loan Sale Agreement of September 9,
  1996 by and among The Chase Manhattan Bank, The Chase Manhattan Bank as
  Trustee and Education First Finance LLC.

  
	
   

  	
   

  	
   

  
	
  91.

  	
   

  	
  Letter Agreement dated
  July 16, 2002 pertaining to Term Sheet signed by Student
  Loan Marketing Association, Sallie Mae Servicing L.P., JPMorgan Chase Bank,
  and Chase Manhattan Bank USA, N.A.

  
	
   

  	
   

  	
   

  
	
  92.

  	
   

  	
  Any other agreements, whenever entered into, intended by the parties
  thereto to be included within the definition of “Venture Agreements” as
  defined in Section 2.1 of the Limited Liability Company Agreement of
  Education First Finance LLC dated as of September 9, 1996, by and
  between TCB Education First Corporation and Student Loan Marketing
  Association, and any amendments, modifications, or supplements to any such
  agreement.

  



 


26





















 


SCHEDULE II


 


INSERT INDIANA AND GEORGE MASON CUSTOM DEAL LETTERS


 


27





















 


SallieMae


P.O. Box 6180


Indianapolis, IN 46206


 


January 28, 2004


 


Jennifer Foutty


Purchasing Contract Manager


Indiana University Purchasing


400 East 7th Street, Room 416


Bloomington, IN  47405


 


Dear Jennifer,


 


Thank you for the opportunity to continue working with you and your
staff to deliver a comprehensive education financing solution for students of
Indiana University (see attached list of campuses).  Sallie Mae’s solution includes an industry
leading federal loan program along with a customized private loan program.  This “Letter of Understanding” summarizes the
products and services that Sallie Mae will provide to Indiana University, its
students and their parents.  This Letter
is considered an addendum to the Agreement between Indiana University and
Sallie Mae dated November 14, 2003 and all terms in that Agreement remain
in effect.  The terms in this letter are
in effect for the Academic Year  2004/2005 and will be renegotiated
each academic year, renewable through June 30, 2009.


 


Our main objectives will be to accomplish the following:


 


•                              Offer
Indiana University students and their parents a comprehensive education
financing plan that includes:


 


•                              Industry
leading federal loan programs;


 


•                              Private
loan program with competitive rates and fees; and


 


•                              Signature
Opportunity Loan Program — private loans for students ineligible for other
programs, including international students with proper INS documentation.


 


•                              Offer
borrowers flexible repayment options and money-saving borrower benefits.


 


Sallie Mae is committed to these goals and pledges the full support of
its professional staff in achieving these objectives.  We are confident that Sallie Mae has the
expertise, depth and resources and infrastructure to create and implement an
education-financing program that stands ahead of our competitors.


 


	
  INDIANA UNIVERSITY

  	
   

  	
  Proprietary and Confidential

  	
   

  	
  SallieMae

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Nobody lends you more support

  



 


28





















 


Terms of the Indiana University Comprehensive
Line Program


 


Sallie Mae will provide a loan program tailored to the needs of Indiana
University, its students and their parents. 
Under the program, Sallie Mae offers Indiana University students a
comprehensive education financing solution, including both federal and private
education loans.  The Indiana
University/Sallie Mae arrangement will enable Indiana University to offer an
innovative private loan program and expand access to education programs.


 


Federal Family Education Loan Program


 


Bank One (811925), Chase (807807), Dollar Bank
(822583), FNB Sioux Falls (810457), Suntrust Bank (819873), Fifth Third Bank
(803688), National City Bank (831403) and Citizens Bank of New England (805204)
will fund FFELP loans for Indiana University students and their parents.  Sallie Mae has agreements to purchase FFELP
loans made by the above lenders and will provide loan origination and
life-of-loan servicing on such loans.


 


Indiana University has indicated that they plan to continue to use USA
Funds as its guarantor.  USA Funds is
Sallie Mae’s preferred guarantor.  Sallie
Mae manages the guarantee, disbursement and customer service functions for USA
Funds.  By selecting a Sallie Mae lender
and USA Funds as its guarantor, Indiana University will have the benefit of
true life-of-loan servicing from loan guarantee through repayment.


 


Subsidized and Unsubsidized Federal Stafford
Loan Program – Students who meet all Title IV
eligibility criteria can borrow for both undergraduate and graduate education.


 


Federal PLUS Loan Program
– Eligible parents may borrow for each dependent undergraduate who is enrolled
at least halftime.  Parents may finance
up to the full cost of attendance, less financial aid the student
receives.  Parents can apply for the
loans via Sallie Mae’s Parent Answer® Service.


 


•                              Sallie Mae’s Parent Answer Service consists
of a group of well-trained financial aid and loan counselors dedicated to
assisting parents with college financing options.


 


•                              Parent
Answer provides credit counseling for parents who have credit issues that may
keep them from being credit Approved for a PLUS loan.  This counseling service is known as PLUS
SuccessSM.  In many cases,
issues can be resolved quickly, and a parent can be credit approved for a PLUS
loan.


 


Private Loan Programs


 


Sallie Mae’s private loan programs are designed to provide students
with additional funding when federal loan programs do not meet the total cost
of education.  Sallie Mae sponsors the
MBA LOANS® Program, the LAWLOANS® Program, the MEDLOANS®
Program, the Indiana University Custom Dental Loan Program and the Signature
Education Loan® Program. 
Sallie Mae services these loans for the life of the loans.  The private loan rates, fees and terms are
those


 


29





















 


in effect for Academic Year 2004/2005.  These loan programs are reviewed on an annual
basis and are subject to change.  Sallie
Mae will consult with Indiana University on any material changes prior to their
implementation.  This includes any
changes to the rates and fees.


 


MBA LOANS Program –
Sponsored by the Graduate Management Admissions Council, MBA LOANS is a
combination of Stafford and private loans for students enrolled in a graduate business
program with private loan rates as low as [**]. 
Students should apply for their Stafford Loan through MBA LOANS program
before applying for a private loan.  The
MBA LOANS private loan is available to full-time and part-time students
enrolled in a graduate management program. 
International students are eligible to apply if they obtain an eligible
co-borrower.  Students that qualify will
be entitled to the following custom rates and fees.


 


 


Custom MBA LOANS Private Loan Rates and Fees
for AY 2004/2005 with a Co-borrower


 


	
  Credit

  	
   

  	
  Interest Rate

  	
   

  	
  Disbursement Fee

  	
   

  	
  Repayment Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


Custom MBA LOANS Private Loan Rates and Fees
for AY 2004/2005 with out a Co-borrower


 


	
  Credit

  	
   

  	
  Interest Rate

  	
   

  	
  Disbursement Fee

  	
   

  	
  Repayment Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


The minimum loan amount is $500. 
The annual loan limit for the private loan is the cost of education less
financial aid.  The aggregate loan limit
for the MBA LOANS Program is $175,000. 
There is no aggregate loan limit if the student obtains a creditworthy
U.S. co-borrower.


 


LAWLOANS® Program
– With LAWLOANS, students can finance the entire cost of their law school education
by using Stafford loans, LAWLOANS private loan and Bar Study Loan®
(BSL) programs.  Students should apply
for their Stafford Loan through the LAWLOANS program before applying for the
LAWLOANS private loan.  All students
pursuing law degrees at least halftime and enrolled in an American Bar
Association (ABA) accredited law school are eligible to apply for the LAWLOANS
private and Bar Student loans.  The
LAWLOANS Program offers high approval rates with interest rates as low as
[**].  Students that qualify will be
entitled to the following custom rates and fees.


 


30





















 


Custom LAWLOANS Private Loan Rates and Fees for AY 2004/2005 with a
Co-borrower


 


	
  Credit

  	
   

  	
  Interest Rate

  	
   

  	
  Disbursement Fee

  	
   

  	
  Repayment Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


Custom LAWLOANS Private Loan Rates and Fees
for AY 2004/2005 with out a Co-borrower


 


	
  Credit

  	
   

  	
  Interest Rate

  	
   

  	
  Disbursement Fee

  	
   

  	
  Repayment Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


The Bar Study Loan is available to assist students in paying expenses
associated with studying for the Bar exam. 
The rates and fees are as follows:


 


	
   

  	
   

  	
  Interim Interest

  Rate

  	
   

  	
  Repayment

  Interest Rate

  	
   

  	
  Disbursement

  Fee

  	
   

  	
  Repayment

  Fee

  
	
  With a co-borrower

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Without a co-borrower

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


The minimum loan amount is $500. 
The annual loan limit for the LAWLOANS private loan is the cost of
education less federal loans, grants, scholarships, and other financial
aid.  The aggregate loan limit for the
LAWLOANS Program is $150,000.  There is
no aggregate loan limit if the student obtains a creditworthy U.S. co-borrower.


 


The Indiana University Custom Dental Loan
– Sponsored by Sallie Mae, the Indiana University Custom Dental Loan is a
combination of Stafford and private loans for students enrolled in a dental
program with private loan rates as low as [**]. 
Students should apply for their Stafford Loan before applying for a
private loan.  The Indiana University
Custom Dental private loan is available to students enrolled at least half time
in a dental program.  International
students are eligible to apply if they obtain an eligible co-borrower.  Students that qualify will be entitled to the
following custom rates and fees.


 


Indiana University Custom Dental Loan Rates
and Fees for AY 2004/2005 with a 

Co-borrower


 


	
  Credit

  	
   

  	
  Interest Rate

  	
   

  	
  Disbursement Fee

  	
   

  	
  Repayment Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


31





















 


Indiana
University Custom Dental Loan Rates and Fees for AY 2004/2005 with out a 

Co-borrower


 


	
  Credit

  	
   

  	
  Interest Rate

  	
   

  	
  Disbursement Fee

  	
   

  	
  Repayment Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


The minimum loan amount is $500. 
The annual loan limit for the Indiana University Custom Dental Loan is
the cost of education less financial aid. 
The aggregate loan limit (all student loan debt, including federal and
private) is $220,000.  There is no
aggregate loan limit if the student obtains a creditworthy U.S. co-borrower.


 


Students with an Indiana University Custom Dental Loan will have a 6
month grace period.  They will also be
given the opportunity to defer making payments for an additional 18 months.


 


The Signature Student Loan
is a credit-based privately insured loan designed to provide additional funding
after students have received all of their financial aid including federal
loans.  The Signature Student Loan is
available to undergraduate, graduate and health profession students enrolled at
least halftime and pursuing a degree. 
The interest rates and fees are tiered, based on the student borrowers
or co-borrower’s credit history.  The
Signature Student Loan offers high approval rates with interest rates as low as
[**].  Foreign students and students with
no credit or an insufficient credit history must apply with a creditworthy
co-borrower.  Students that qualify will
be entitled to the following custom rates and fees.


 


Custom
Signature Student Loan Rates and Fees for AY 2004/2005 with a Co-borrower


 


	
  Credit

  	
   

  	
  Interest Rate

  	
   

  	
  Disbursement Fee

  	
   

  	
  Repayment Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


Custom
Signature Student Loan Rates and Fees for AY 2004/2005 with out a Co-borrower


 


	
  Credit

  	
   

  	
  Interest Rate

  	
   

  	
  Disbursement Fee

  	
   

  	
  Repayment Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


Note:  students enrolled in a
graduate business program can select between the MBA LOANS private loan and the
Signature Student Loan.  Students
enrolled in a graduate law program are not eligible for a Signature Student
Loan, however, these students have the opportunity to apply for a LAWLOANS
private loan.


 


32





















 


The minimum loan amount is $500. 
The annual loan limit for the Signature Student Loan is the cost of
education less financial aid.  The
aggregate loan limit (all student loan debt, including federal and private) is
$100,000 for undergraduate students and $150,000 for graduate students.  There is no aggregate loan limit if the
student obtains a creditworthy U.S. co-borrower.


 


Opportunity Loan Program
– As part of the comprehensive financing plan, Sallie Mae’s lender partners
will provide a limited number of loans to students who are ineligible for other
programs (i.e. the MBA LOANS Program, the LAWLOANS, Program and the Indiana
University Custom Dental Loan Program and the Signature Student Loan
Program).  The purpose of these loans is
to provide the opportunity for academically qualified students to pursue an
education at Indiana University.  Indiana
University will have the authority to determine which students would be
approved under this program, including international students with proper INS documentation.  The university will not be required to assume
any risk for these loans.  Students with
previous student loan defaults are not eligible for an Opportunity Loan.


 


Opportunity
Loan Rates and Fees for AY 2004/2005


 




	
  Interest Rate

  	
   

  	
  Disbursement
  Fee

  	
   

  	
  Repayment
  Fee

  
	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  






 


Sallie Mae will work with Indiana University to approve up to $[**] in
Opportunity Loans annually beginning with AY 2004/2005 (July 1, 2004
through June 30, 2005).


 


In determining which applicants will receive Opportunity Loans, Indiana
University will not discriminate against an applicant on the basis of race,
color, religion, national origin, sex, sexual orientation, martial status or
age (provided that the applicant has the capacity to enter into a binding contract),
the fact that all or part of the applicant’s income derives from any public
assistance program, or the fact that the applicant has in good faith exercised
any right under the federal Consumer Credit Protection Act or any state law
upon which an exemption to the Act has been granted by the Federal Reserve
Board.


 


Terms for the MBA LOANS private loan, the
LAWLOANS private loan and Bar Study Loan, the Indiana University Custom Dental
Loan, the Signature Student Loan and the Opportunity Loan:


 


•                              Combined billing for Stafford and private
loans.  Students will receive one monthly
billing statement combing their Stafford and private loans serviced by Sallie
Mae.


•                              There is no minimum income and no debt-to-income ratio
requirement for student borrowers.


•                              Foreign students and students with no
credit or an insufficient credit history are required to apply with a
creditworthy U.S. co-borrower.


•                              Co-borrower release option:  after 24 on-time payments of principal and
interest customers may request a co-borrower release.  Customers must meet applicable credit
requirements at that time.  (N/A for
Opportunity Loans).


 


33





















 


•                              Interest rates and fees
are effective with first disbursements on or after June 1, 2004.


•                              Disbursement fees are capitalized (added to
the loan balance) allowing students to receive the full amount of the loan
requested.


•                              Interest rates are variable.


•                              In-school deferment:  Students are not required to make payments
while they remain enrolled in school at least halftime.


•                              Six-month grace period for MBA LOANS
private loans, Indiana University Custom Dental Loans, Signature Student Loan
and Opportunity Loans


•                              Students with an Indiana
University Custom Dental Loan will have a 6 month grace period.  They will also be given the opportunity to
defer making payments for an additional 18 months.


•                              Nine-month grace period for LAWLOANS
private loans and Bar Study Loans.


•                              Affordable 15-year repayment term.  Borrowers with large balances can select
repayment terms of up to 25 years.


•                              $50 minimum monthly
payment.


•                              Flexible repayment options include a
graduated repayment option and extended terms.


•                              Customer service and online account access available
at www.salliemae.com.


 


MEDLOANSSM Program
– Sponsored by the Association of American Medical Colleges® (AAMC),
MEDLOANS is a combination of federal (Stafford and Consolidation) and private
loans available for osteopathic and allopathic medical students.  Students should apply for their FFELP through
the MEDLOANS program before applying for the private loan.  Both the MEDLOANS federal and Alternative
Loan Program loans are funded by Bank One. 
MEDLOANS Stafford customers are eligible for the MEDLOANS Healthier
ReturnsSM and MEDLOANS Stafford Cash Back benefits.


 


Rates
and Fees for the MEDLOANS Alternative Loan Program Loan AY 2004/2005


 


	
  Interim Interest

  Rate

  	
   

  	
  Repayment
  Interest

  Rate*

  	
   

  	
  Disbursement

  Fee

  	
   

  	
  Repayment

  Fee

  
	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 










*The Alternative Loan Program Repayment Rate will be [**]% if customers
participate in the Direct Repay and MEDLOANS Rewards programs (described in the
Borrower Benefits section later in this proposal).


 


The minimum loan amount is $500. 
The maximum loan amount is cost of education less other financial aid
received.  The aggregate loan limit (all
student loan debt, including federal and private) is $220,000.


 


Terms and Conditions of the MEDLOANS Alternative Loan Program include:


 


•                              Repayment begins 3 years
after graduation or 9 months after the borrower’s status drops to less than
halftime.


•                              Standard repayment term
is 20 years, with alternative repayment terms available.


 


34





















 


•                              Interest capitalization
occurs once after interrupted periods of grace and deferment.


 


The MEDEX Loan Program
is available to students in their final year of medical school.  The MEDEX loan helps them finance the
expenses associated with securing a residency position after medical school
(i.e. travel to residency interviews and relocation costs) which cannot be
funded under federal student loan programs. 
Students can borrow up to $12,000 through this loan program.


 


Rates
and Fees for the MEDEX Loan AY 2004/2005


 


	
  Interim Interest

  Rate

  	
   

  	
  Repayment
  Interest

  Rate*

  	
   

  	
  Disbursement

  Fee

  	
   

  	
  Repayment

  Fee

  
	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 










*The MEDEX Loan Repayment Rate will be [**]% if customers participate
in the MEDEX RewardsSM Programs (described in the Borrower Benefits section later
in this proposal).


 


Borrower Benefits


 


Sallie Mae leads the industry with benefits that reward customers for
repaying their loans on time, and make federal student loans more
affordable.  These benefits are available
for loans originated, sold to and serviced by Sallie Mae throughout repayment.


 


Stafford Loan Borrower Benefits:


 


Indiana University campuses will have the option of selecting one or
both of the following Stafford loan borrower benefit programs (Note:  these packages cannot be combined).  Both packages will be offered to all eligible
students.  However, an individual student
will select only one package for all of his/her Stafford loans.  In making this decision, we encourage serial
borrowers to remain with their current Sallie Mae lender so that they do have
to complete a new Master Promissory Note. 
The two options are outlined as Scenario I and Scenario II below.


 


Scenario I – Indiana University Stafford
Borrower Benefit Package (Loans funded by Dollar Bank and FNB Sioux Falls):


 


•                              [**]% Loan Origination Fee for Stafford Loan Borrowers
– Indiana University borrowers, with loans disbursed on or after July 1,
2004, through June 30, 2009, will have access to federal Stafford loans
with a [**] percent loan origination fee. 
These loans will be funded by FNB Sioux Falls and Dollar Bank.


 


•                              Indiana University [**] Percent Rewards –
Stafford borrowers funded FNB Sioux Falls or Dollar Bank who make their first
33 scheduled payments on-time get a [**]
percentage point interest rate reduction on each eligible loan as
long as they continue to pay on time. 
(Note: this interest rate reduction cannot exceed the actual interest
rate on the loan at the time the benefit is earned.)


 


35





















 


•                              Indiana
University-Bloomington Stafford serial loan borrowers whose loans were funded
by FNB Sioux Falls for AY 2003/2004 will have the opportunity to replace their
existing Sallie Mae Cash Back borrower benefit with the Indiana University [**]
Percent Rewards Program, using their existing Master Promissory Note on new
serial loans.


 


•                              [**] Percent Guarantee Fee – Indiana
University students will have access to a [**] percent guarantee fee loan for
AY 2004/2005.


 


Scenario II – Indiana University Stafford
Borrower Benefit Package (Loans funded by Bank One, Chase, Fifth Third Bank,
Suntrust Bank, National City Bank and Citizens Bank of New England):


 


•                              Indiana University Payback for Stafford Borrowers
– Stafford borrower will receive a credit when Sallie Mae purchases the loans
(approximately 30 days after full disbursement) that is equal to [**]% of the
original principal balance of each eligible Stafford loan.  Borrowers are in control of their savings by
choosing to receive the benefit as either cash or a loan account credit.


 


All Indiana University students will receive
the benefit if they obtain a Stafford loan first disbursed on or after July 1,
2004 that is funded by Bank One, Chase, Fifth Third Bank, Citizens Bank of New
England, National City Bank or Suntrust Bank. 
Borrowers will receive a check from Sallie Mae.  It will be mailed to their address on record
approximately 30 days after full disbursement. 
In the event that the check is not cashed or the check is returned for
an insufficient address, the credit will be applied to the borrowers account.


 


Borrowers will also be encouraged to enroll
in Manage Your Loans and agree to receive account information via e-mail.


 


•                              Indiana University [**] Percent Rewards –
Stafford borrowers funded by Bank One, Chase, Fifth Third Bank, Citizens Bank
of New England, National City Bank or Suntrust Bank who make their first 33
scheduled payments on-time get a [**]
percentage point interest rate reduction on each eligible loan as
long as they continue to pay one time. 
(Note: this interest rate reduction cannot exceed the actual interest
rate on the loan at the time the benefit is earned.)


 


•                              [**] Percent Guarantee Fee – Indiana
University students will have access to a [**] percent guarantee fee loan for
AY 2004/2005.


 


MEDLOANS Stafford Loan Borrower Benefits


 


•                              The MEDLOANS Stafford Cash Back Program offers
MEDLOANS Stafford borrowers choice, convenience and substantial savings.  With this benefit, borrowers receive a [**]% credit based on the eligible loan’s
original principal amount.  Borrowers are
in control of


 


36





















 


their savings by choosing to receive the
benefit as either cash or a loan account credit.  To qualify:


 


•                               A MEDLOANS Stafford loan
must have been first disbursed with Bank One and be owned and serviced by
Sallie Mae throughout repayment.


•                               The customer must enroll
in Manage Your Loans and sign up to receive account information by e-mail.


•                               The borrower must make
his/her initial 33 scheduled payments on time.


 


This
benefit is in addition to the MEDLOANS Healthier Returns benefit.


 


•                              MEDLOANS Healthier Returns – MEDLOANS
Stafford borrowers can earn a [**]% credit
towards their loan balance when they graduate, activate Manage Your Loans to
view their account online and agree to receive their account information at a
valid e-mail address.  The credit will be
calculated based on the borrower’s original principal balance of each eligible
loan and may be applied to the borrower’s account as early as graduation if all
criteria have been met.


 


•                              [**] Percent Guarantee Fee – Indiana
University students will have access to a [**] percent guarantee fee loan for
AY 2004/2005.


 


PLUS Loan Borrower Benefits:


 


PLUS loan borrowers funded by Bank One, Chase, Fifth Third Bank,
Citizens Bank of New England, Suntrust Bank, FNB Sioux Falls, National City
Bank or Dollar Bank will have access to the following PLUS loan borrower
benefit programs:


 


•                              Indiana University PLUS PaybackSM
– PLUS borrowers funded by Bank One, Chase, Fifth Third Bank, Citizens Bank of
New England, Suntrust Bank, FNB Sioux Falls, National City Bank or Dollar Bank
will receive a credit equal to [**]%
of the original principal balance on eligible PLUS loans after making their
first scheduled monthly payment on time. 
In order to qualify for Indiana University PLUS Payback, borrowers must
also enroll in Manage Your Loans and sign up to receive account information via
email.


 


•                              Direct Repay – PLUS loan borrowers who
authorize the automatic debit of funds from their checking or savings accounts
to cover their monthly education loan payments will receive a [**] percentage point interest rate reduction on
eligible loans for as long as they make on time payments through the
plan.


 


•                              [**] Percent Guarantee Fee – Indiana
University parents will have access to a [**] percent guarantee fee loan for AY
2004/2005.


 


37





















 


MEDLOANS Private Loan Borrower Benefits:


 


•                              MEDLOANS RewardsSM Program –
MEDLOANS Alternative Loan Program private loan borrowers are eligible for an
immediate [**] percentage point interest rate
reduction.  Borrowers will
retain this benefit as long as they continue to pay on time.


 


•                              MEDEX RewardsSM Program – MEDEX
private loan borrowers are eligible for an immediate [**] percentage point interest rate reduction.  Borrowers will retain this benefit as long as
they continue to pay on time.


 


•                              Direct Repay – MEDLOANS Alternative Loan
Program and MEDEX borrowers who authorize the automatic debit of funds from
their checking or savings account to cover their monthly education loan
payments will receive a [**] percentage point
interest rate reduction on eligible loans for as long as they make
on time payments through the plan.


 


Combined Billing


 


Borrowers with FFELP and private loans owned and serviced by Sallie Mae
have the benefit of receiving one monthly billing statement combining the loans.


 


Repayment Options


 


Combined Billing –
FFELP and private loan customers whose loans are owned and serviced by Sallie
Mae have the benefit of receiving one monthly billing statement combining the
loans.


 


Net.RepaySM is
an online student loan bill presentment and payment service.  With this system, customers receive an e-mail
reminder when their monthly bill is available for viewing.  After viewing, clicking on the “Pay” button
will automatically debit the user’s specified bank account on the next business
day.


 


The Standard Repayment
option provides Stafford, PLUS and private loan customers with the lowest total
loan cost.  This option requires payments
of principal and interest due each month.


 


Sallie Mae also offers several graduated and reduced payment options to
make payments more affordable. 
Eligibility for a graduated repayment plan is dependent on loan type,
interest rate and repayment time remaining.


 


The Grad ChoiceSM
option is a graduated repayment plan that allows customers to make reduced payments
for two, three or four years that may be as low as interest only with standard
payments of principal and interest for the remaining repayment term.  Payments under a Grad Choice option in some
cases can be more than 60% lower during the reduced payment period than
payments made under the Standard Repayment option.  This repayment option is available to
Stafford and PLUS loan customers.


 


38





















 


The Select StepSM
option is a graduated repayment plan that allows customers to make
interest-only payments for up to four years followed by standard payments of
principal and interest for the remaining repayment term.  This repayment option is available to
Stafford, PLUS and private loan customers.


 


The FLEX REPAYSM
option – offered exclusively by Sallie Mae
– makes payments more affordable for Stafford and PLUS customers by extending
student loan repayment while minimizing total loan costs as compared with loan
consolidation.  With Flex Repay, eligible
customers can get lower payments for up to four years.  If payment relief is still needed, principal
and interest payments can gradually be increased for up to five years through
reduced payment forbearance.  Standard
principal and interest payments follow for the remaining repayment term.  The Flex Repay option is an affordable
alternative to loan consolidation.


 


The Income-Sensitive Repayment
option offers payments that are based on a percentage of the borrower’s monthly
gross income.  (The minimum payment
amount must cover the monthly interest accrual.)  The borrower must reapply every year and
payments are adjusted annually to reflect any changes in the borrower’s
income.  This program is open to
Stafford, PLUS and consolidation loan customers.


 


Extended Repayment Option
– Certain customers with greater than $30,000 in outstanding FFELP debt may be
eligible for a 25-year repayment term and the choice of either a standard or
graduated payment plan.


 


Signature Student Loan, MBA LOANS private loan, Indiana University
Custom Dental Loan, LAWLOANS private loan and Bar Study Loan customers with
private loan debt in excess of $20,000 may be eligible to extend their
repayment term up to 20-years.  Customers
with even higher balances may be able to extend their term up to a 25-years.


 


Loan Consolidation


 


Sallie Mae customers and non-Sallie Mae customers who have FFELP loans
with more than one holder have the ability to consolidate with Sallie Mae.  Sallie Mae offers several loan consolidation
options:


 


•                              The SMART LOAN Consolidation Account is a
practical, education debt-management option that enables customers to
consolidate all of their federal loan debt (Stafford, PLUS and Perkins).  This program enables customers to reduce
their initial monthly payments by as much as 50 percent.  As the nation’s largest FFELP consolidation
lender, Sallie Mae provides customers with expert consolidation counseling via
a toll-free telephone number, and an array of web-based services, including an online application and electronic
signature.


 


•                              The MEDLOANS Consolidation Loan is a federal
consolidation loan program offered by Sallie Mae in cooperation with the
Association of American Medical Colleges (AAMC).  The MEDLOANS Consolidation Loan is a
practical debt management tool that offers all


 


39





















 


the benefits of a federal loan consolidation
and more!  Designed exclusively for
customers who have attended schools of allopathic or osteopathic medicine, the
MEDLOANS Consolidation Loan program provides special borrower benefits that can
potentially save thousands of dollars in interest expenses.  MEDLOANS also offers consolidation counseling
services tailored to meet the needs of today’s medical students and residents
as well as practicing physicians.


 


•                              SMART Advantage Account – allows Sallie Mae
Stafford and PLUS borrowers to place their Sallie Mae loans into a non-consolidated
account and consolidate only the loans that Sallie Mae does not currently own
(i.e., direct loans).  Borrowers receive
payment relief needed through a longer repayment term and maintain eligibility
for Sallie Mae’s borrower benefits, which will reduce the total cost of their
loan indebtedness.


 


Sallie Mae can work with Indiana University to endorse and promote loan
consolidation programs to students with outstanding direct loans or FFELP loans
with other lenders to ensure that customers are aware of their consolidation
options.  Sallie Mae believes that the
following services will allow Indiana University to personalize the
relationship with their students.  These
services can include:


 


•                              Onsite exit counselling.  Sallie Mae can lead in-depth sessions
designed to meet the needs of your students. 
Handouts can be tailored to include consolidation examples based on
typical student debt profiles for your programs.


 


•                              Training sessions for your financial aid staff.  These sessions are designed to help FAAs
understand the consolidation application process and counsel students about
debt management.


 


•                              Loan consolidation materials.  These materials range from pocketsize
consolidation information cards to comprehensive consolidation packets that
include an informative, 12-page booklet and a SMART LOAN application.


 


•                              Personalized communications to students.  Sallie Mae can help your staff draft letters
alerting students to specific consolidation opportunities, such as a pending
rate change, or prepare and mail letters to those students who are Sallie Mae
customers.  These communications can be
targeted to students who are preparing to graduate, to students who have
graduated or to students who are already in repayment.


 


Customers who consolidate through Sallie Mae will have access to the
following loan consolidation borrower benefit programs.  These programs offer substantial savings
through interest rate discounts awarded for on-time payments.


 


•                              Direct Repay – SMART LOANS Consolidation
Account borrowers will receive a 1⁄4 percentage
point interest rate reduction on eligible loans if they authorize
the automatic debit of funds to cover their monthly loan payments.


 


40





















 


•                              SMART LOAN® Consolidation Account Benefit
– Customers who have an initial federal consolidation loan balance of at least
$10,000 can earn a 1-percentage point interest rate reduction after they make
their first 36 scheduled monthly payments on time.  The interest rate reduction continues as long
as on time payments are made.


 


•                              MEDLOANS Consolidation Rewards – a 1
percentage point interest rate reduction is available on MEDLOANS Consolidation
Loans made on or after January 15, 2003. 
To qualify, MEDLOANS Consolidation customers must make their initial 48
scheduled monthly payments on time.  The
interest rate reduction continues as long as on time payments are made.


 


Note:  Benefits are not applicable
to the portion of MEDLOANS Consolidation Loans that are made up of HEAL loans.


 


•                              MEDLOANS Consolidation Cash Back – is an
incentive program that rewards MEDLOANS Consolidation Loan customers for
consistently making their payments on time and taking advantage of Sallie Mae’s
web-based account services.  With this
benefit, customers choose to receive a 1%
credit or cash back based on the original principal amount of their
MEDLOANS Consolidation Loans.  To
qualify:


 


•                              A MEDLOANS Consolidation
Loan must have its first disbursement on or after January 15, 2003.


•                              The customers must enroll
in Manage Your Loans and sign up to receive account information by e-mail.


•                              The customer may make
his/her initial 33 scheduled payments on time.


 


Customers must satisfy the above requirements
as of the due date of their initial 33rd scheduled payment.


 


Web-based Technologies


 


Sallie Mae will proactively incorporate Web-based and state-of-the-art
technology to create more efficient loan delivery products to meet the unique
needs of your school and its students. 
During all phases of the transition from your FAMS to PeopleSoft, Sallie
Mae’s technical and support staff will be available to work with Indiana
University to ensure a smooth transition. 
Dedicated onsite resources will be made available as required.


 


•                              OpenNet 2.0 is
Sallie Mae’s user-friendly loan delivery system that gives you and your staff
control and visibility over your entire student loan process – from start to
finish.  This completely online loan process
helps speed the delivery of funds to your campus, gives your parents / students
the peace of mind that their funding is secure and reduces the amount of time
your staff spends on purely administrative tasks.  Implementing OpenNet 2.0 requires minimal involvement
from your staff.


 


41





















 


OpenNet 2.0’s “PIN-less” electronic signature
process expedites the delivery of loan funds by eliminating mail transit time
for loan applications, simplifies the application process by reducing paper,
and provides unprecedented convenience to parents and students.


 


•                              Internet Account
Access – Indiana University staff and borrowers will have 24-hour access to
Sallie Mae-serviced accounts through www.salliemae.com.  School Self Service provides your financial
aid staff with access to financial aid forms, online reports and
password-protected student loan account information.  Our Manage Your Loan service allows borrowers
to track account information, make loan payments online, change payment plans,
postpone payments, update personal profiles and send secure emails to Sallie
Mae.


 


Other Services for Borrowers


 


Sallie Mae uses technologies that increase student satisfaction in all
facets of their interaction with Indiana University.  For example, our Web-based systems allow
students to complete the loan process and update loan information 24 hours a
day, 7 days a week.  This process may be
initiated by students or by the University. 
In addition to loan delivery solutions, Sallie Mae offers other services
including:


 


•                              Online correspondence for
all federally-required notices;


•                              The ability to make their
payments on-line with a monthly e-mail reminding them of their payment;


•                              Ability to view and
update loan data instantly;


•                              Ability to request a
deferment or forbearance online, over the telephone, or via fax; and


•                              Access to TrueCareersSM, a free and
confidential career web site search tool.


 


Marketing of Sallie Mae Products and Services


 


Sallie Mae will work with Indiana University to develop and print web
based materials that effectively promote the Sallie Mae products and services
offered.  This will include materials
that encourage students to sign up for Manage Your Loans.


 


Indiana University, in counseling its students, will remind them of the
benefits of selecting one lender for all of their funding needs.


 


42





















 


Summary


 


Sallie Mae is confident that through this comprehensive solution
Indiana University will be able to offer financing to students and families on
highly competitive terms, achieve a maximum loan approval rate and minimize
potential liability.


 


Sallie Mae welcomes the opportunity to continue working with Indiana
University on this loan program.  Please
let us know if you have any questions or concerns.  If the terms of this Letter of Understanding
meet with your expectations, please sign and return this document to the
address listed below.  Sallie Mae and
representatives from Indiana University will meet on an annual basis to discuss
the mutual expectations of this comprehensive loan program.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/ Dennis K. Wentworth

  	
   

  
	
   

  	
  Dennis K. Wentworth

  
	
   

  	
  President and Region Head

  
	
   

  	
  Central Region HigherEd Sales

  
	
   

  	
  (317) 595-1339

  
	
   

  	
  dennis.wentworth@slma.com

  



 


43





















 


This letter sets forth the entire understanding of the parties relating
to the subject matter hereof. 
Notwithstanding the preceding sentence, the parties acknowledge that
certain services described herein may require separate written agreements
between Indiana University and Sallie Mae. 
The contents of this letter are confidential and contain information
that is proprietary to Sallie Mae. 
Indiana University agrees that this letter and its contents shall be
maintained in confidence and may only be disclosed to those employees of
Indiana University who have a need to know this information for the purpose of
performing their job.  Nothing in this Section with
respect to confidential and proprietary information is intended to be
inconsistent with Customer’s obligations under the Indiana Open Records Act,
Indiana Code Section I.C. 5-14-et seq.


 


 


Agreed and Accepted:


 


 


	
  /s/ Jennifer Foutty

  	
   

  	
  1-28-04

  	
   

  
	
  Authorized Indiana University
  Representative

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
  Please return signed letter to:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dennis K. Wentworth

  	
   

  
	
  President and Region Head

  	
   

  
	
  Central Region HigherEd Sales

  	
   

  
	
  Sallie Mae, Inc.

  	
   

  
	
  P.O. Box 6180

  	
   

  
	
  Indianapolis, IN 46206

  	
   

  



 


 


For purposes of this letter, “Sallie Mae,” means SLM Corporation and
its affiliates.  SLM Corporation and its
subsidiaries, other than the Student Loan Marketing Association, are not
sponsored by or agencies of the United States.


 


44





















 


Indiana
University Schools


 


	
  School Name

  	
   

  	
  Location

  	
   

  	
  School Code

  	
   

  
	
  Indiana
  University

  	
   

  	
  Bloomington

  	
   

  	
  001809-00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indiana
  University

  	
   

  	
  Richmond

  	
   

  	
  001811-00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IUPUI

  	
   

  	
  Indianapolis

  	
   

  	
  001813-00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indiana
  University

  	
   

  	
  Kokomo

  	
   

  	
  001814-00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indiana
  University

  	
   

  	
  Northwest (Gary)

  	
   

  	
  001815-00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indiana
  University

  	
   

  	
  South Bend

  	
   

  	
  001816-00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indiana
  University

  	
   

  	
  Southeast (New Albany)

  	
   

  	
  001817-00

  	
   

  



 


45





















 


SallieMae


11600 Sallie Mae Drive


Reston, VA  20193


 


 


March 10, 2004


 


Jevita DeFreitas


Director of Financial Aid


George Mason University


4400 University Drive


Fairfax, VA  22030


 


Dear Jevita,


 


Thank you for the opportunity to deliver a comprehensive education
financing solution for students at George Mason University.  Sallie Mae’s solution includes an industry
leading federal loan program and a customized private loan program.  This “Letter of Understanding” summarizes the
products and services that Sallie Mae and its lender partners will provide to
George Mason University students and parents. 
The terms in this letter will be in effect beginning July 1, 2004
and, except where noted, will remain in effect through June 30, 2008.


 


Our main objectives are to:


 


•                              Develop and implement a
transition plan to move George Mason University from the Federal Direct Loan
Program (FDLP) to the Federal Family Education Loan Program (FFELP) for
Academic Year 2004/2005.


 


•                              Offer George Mason
University students and their parents a financing plan that includes:


 


•                              Industry leading federal
and private loan programs; and


 


•                               Private loan programs
with competitive rates and fees.


 


•                              Provide flexible
repayment options and customized money saving borrower benefits.


 


Sallie Mae is committed to these goals and pledges the full support of
its professional staff in achieving these objectives.  We are confident that Sallie Mae has the
expertise, depth and resources and infrastructure to create and implement an
education-financing program that stands ahead of our competitors.


 


Transition Support


 


Sallie Mae will work closely with your staff to implement a solution
that ensures the effective and efficient interface of our technology with your
financial aid management system.  During
all


 


46





















 


phases of the transition, we have a dedicated support team to address
all of your needs.  That support team
will be charged to address all needs in the transition process.


 


Sallie Mae will work with your staff to determine the appropriate
target dates for each step of the transition. 
We are confident that the entire transition process can be accomplished
in time for your staff to begin awarding loans for Academic Year 2004/2005.


 


Terms of the George Mason University
Comprehensive Loan Program


 


Sallie Mae will provide a loan program tailored to the needs of George
Mason University students and parents. 
Under the program, Sallie Mae, through its lender partners, offers
George Mason University students a financing solution that includes both
federal and private education loans.  The
George Mason University/Sallie Mae partnership will enable George Mason
University to expand access to education programs.


 


Federal Family Education Loan Program


 


Chase (Lender Codes: 819166-MBA, 815854-Law and 808037-all other
programs) and Citizens Bank (Lender Code: 833881) will fund FFELP loans for
George Mason University students and parents. 
Sallie Mae has agreements to purchase loans made by these lenders and
will provide loan origination and life-of-loan servicing on such loans.


 


Sallie Mae provides assistance for parents
interested in applying for a Federal PLUS Loan through our Parent Answer
Service.  Parent Answer Service
consists of a group of well-trained financial aid and loan counselors dedicated
to assisting parents with college financing options.  Parent Answer provides credit counseling for
parents who have credit issues that may keep them from being credit approved
for a PLUS loan.  This counseling service
is known as PLUS SuccessSM.  In many cases, issues can be resolved
quickly, and a parent can be credit approved for a PLUS loan.


 


Private Loan Programs


 


Sallie Mae’s private loan programs are designed to provide students
with additional funding when federal loan programs do not meet the total cost
of education.  Sallie Mae and its lender
partners are offering the MBA LOANS® Program, the LAWLOANS®
Program and the Signature Education Loan® Program to George Mason’s
undergraduate and graduate students.  The
private loan rates, fees and terms are those in effect for Academic Year
2004/2005.  These loan programs are
reviewed on an annual basis and are subject to change.


 


MBA LOANS Program –
Sponsored by the Graduate Management Admissions Council, MBA LOANS is a
combination of Stafford and private loans for students enrolled in a graduate
business program.  Students should apply
for their Stafford Loan through MBA LOANS program before applying for a private
loan.  The MBA LOANS private loan is
available to full-time and part-time students enrolled in a graduate management
program.  International students


 


47





















 


are eligible to apply if they obtain an eligible co-borrower.  These loans will be funded by Chase (Lender
Codes: 819166-Stafford, 5191266-private).


 


Premier
MBA LOANS Private Loan Rates and Fees with a Co-borrower for AY 04/05


 


	
  Credit

  	
   

  	
  Interest
  Rate

  	
   

  	
  Disbursement
  Fee

  	
   

  	
  Repayment
  Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


Premier
MBA LOANS Private Loan Rates and Fees without a Co-borrower for AY 04/05


 


	
  Credit

  	
   

  	
  Interest
  Rate

  	
   

  	
  Disbursement
  Fee

  	
   

  	
  Repayment
  Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


The minimum loan amount is $500. 
The annual loan limit for the private loan is the cost of education less
financial aid.  The aggregate loan limit
for the MBA LOANS Program is $175,000. 
There is no aggregate loan limit if the student obtains a creditworthy
U.S. co-borrower.


 


LAWLOANS Program –
With LAWLOANS, students can finance the entire cost of their law school
education by using a combination of a Stafford loan, a private loan and Bar
Study Loan® (BSL).  Students
should apply for their Stafford Loan through the LAWLOANS program before
applying for the private loan.  All
students pursuing law degrees at least halftime and enrolled in an American Bar
Association (ABA) accredited law school program are eligible to apply for the
LAWLOANS private and Bar Student loans. 
The interest rates and fees are tiered, based on the student borrower’s
or co-borrower’s credit history.  The
LAWLOANS Program offers high approval rates with interest rates as low as
[**].  Students that qualify will be
entitled to the following custom rates and fees.  These loans will be funded by Chase (Lender
Codes: 815854-Stafford, 515854-private).


 


Premier
LAWLOANS Private Loan Rates and Fees with a Co-borrower for AY 04/05


 


	
  Credit

  	
   

  	
  Interest
  Rate

  	
   

  	
  Disbursement
  Fee

  	
   

  	
  Repayment
  Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


48





















 


Premier
LAWLOANS Private Loan Rates and Fees without a Co-borrower for AY 04/05


 


	
  Credit

  	
   

  	
  Interest
  Rate

  	
   

  	
  Disbursement
  Fee

  	
   

  	
  Repayment
  Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


LAWLOANS
– Bar Study Loan Rates and Fees for AY 04/05


 


	
   

  	
   

  	
  Interim
  Interest

  Rate

  	
   

  	
  Repayment

  Interest Rate

  	
   

  	
  Disbursement

  Fee

  	
   

  	
  Repayment

  Fee

  
	
  With a Co-borrower

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Without a Co-Borrower

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


The minimum loan amount is $500. 
The annual loan limit for the LAWLOANS private loan is the cost of
education less other financial aid received. 
The aggregate loan limit for the LAWLOANS Program is $150,000.  There is no aggregate loan limit if the
student obtains a creditworthy U.S. co-borrower.


 


The Premier Signature Student Loan®
is a credit-based privately insured loan designed to provide additional funding
after students have received all of their financial aid.  The Signature Student Loan is available to
undergraduate and graduate students enrolled at least halftime and pursuing a
degree.  The interest rates and fees are
tiered, based on the student borrower’s or co-borrower’s credit history.  The Signature Student Loan offers high
approval rates with interest rates as low as [**].  Foreign students and student with no credit
or an insufficient credit history must apply with a creditworthy
co-borrower.  These loans will be funded
by Chase (Lender Code: 516745) and Citizens Bank (Lender Code: 810240).


 


Premier
Signature Student Loan with a Co-borrower for AY 04/05


 


	
  Credit

  	
   

  	
  Interest
  Rate

  	
   

  	
  Disbursement
  Fee

  	
   

  	
  Repayment
  Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


Premier
Signature Student Loan without a Co-borrower for AY 04/05


 


	
  Credit

  	
   

  	
  Interest Rate

  	
   

  	
  Disbursement Fee

  	
   

  	
  Repayment Fee

  
	
  Excellent

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Good

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  
	
  Fair

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  	
   

  	
  [**]%

  



 


Note: students enrolled in a graduate business program can select
between the MBA LOANS private loan and the Signature Student Loan.  Students enrolled in a graduate law program
are


 


49





















 


not eligible for a Signature Student Loan, however, these students have
the opportunity to apply for a LAWLOANS private loan.


 


The minimum loan amount is $500. 
The annual loan limit for the Signature Student Loan is the cost of
education less financial aid.  The
aggregate loan limit (all student loan debt, including federal and private) is
$100,000 for undergraduate students and $150,000 for graduate students.  There is no aggregate loan limit if the
student obtains a creditworthy U.S. co-borrower.


 


Terms for Sallie Mae’s private loan programs:


 


•                              Combined billing for Stafford and private
loans.  Students will receive one monthly
billing statement combining their Stafford and private loans serviced by Sallie
Mae.


•                              There is no minimum income and no debt-to-income ratio
requirement for student borrowers.


•                              Foreign students and students with no
credit or an insufficient credit history are required to apply with a creditworthy
U.S. co-borrower.


•                              Co-borrower release option:  after 24 on-time payments of principal and
interest a co-borrower may be removed from any legal obligation.  Borrowers must request the release and meet
applicable credit requirements at that time.


•                              Interest rates and fees
are effective with first disbursements on or after June 1, 2004.


•                              Disbursement fees are capitalized (added to
the loan balance) allowing students to receive the full amount of the loan
requested.


•                              Interest rates are variable.


•                              In-school deferment:  Students are not required to make payments
while they remain enrolled in school at least halftime.


•                              Six-month grace period for MBA LOANS
private loans and Signature Student Loans.


•                              Nine-month grace period for LAWLOANS
private loans and Bar Study Loans.


•                              Affordable 15-year repayment term.


•                              $50 minimum monthly
payment.


•                              Flexible repayment options include a
graduated repayment option and extended terms.


•                              Customer service and online account access available
at www.salliemae.com.


 


Borrower Benefits


 


Sallie Mae leads the industry with benefits that reward customers for
repaying their loans on time, and made federal student loans more
affordable.  These benefits are available
for loans originated, sold to and serviced by Sallie Mae throughout repayment.


 


These benefit programs are in effect for the 2004/2005 academic
year.  Sallie Mae reserves the right to
modify, continue or discontinue borrower benefit programs at any time without
notice.  Changes to these programs, if
any, will not affect loans previously qualified for these benefits.


 


50





















 


Federal Stafford Loan Borrower Benefit
Programs:


 


Stafford PaybackSM - Students who attend George Mason University will receive a [**]% account credit upon entering
repayment on each eligible Stafford loan. 
To qualify a customer must:


 


•                                          Obtain a
Stafford loan through Chase or Citizens Bank while attending George Mason
University.  The Stafford loan must have
its first disbursement on or after July 1, 2004.


•                                          Enroll is
Manage Your LoansSM,
Sallie Mae’s on-line account management tool available at www.salliemae.com,
provide a valid email address and sign up to receive account information by
e-mail.


 


Students must satisfy all of these requirements within 60 days of
entering repayment.  Once the borrower
earns the benefit he/she never loses it.


 


The Stafford Payback benefit is in addition to the Sallie Mae Cash Back
benefit program described below.


 


Sallie Mae’s Custom Cash Back®
is an incentive program that rewards Stafford borrowers for consistently making
their payments on time and taking advantage of Sallie Mae’s web-based account
services.  This benefit allows students
to receive an account credit or cash back
that is based on [**]% of their original principal
amount after they make 33 on time payments.  This benefit has been customized for students
attending George Mason University.  To
qualify a customer must:


 


•                              Obtain a Stafford loan
through Chase or Citizens Bank while attending George Mason University.  The Stafford loan must have its first
disbursement on or after July 1, 2004.


•                              Enroll in Manage Your
Loans, provide a valid email address and sign up to receive account information
by e-mail.


•                              The student must make
his/her initial 33 scheduled payments on time.


 


Borrowers must satisfy the above requirements as of the due date of
their initial 33rd scheduled on time payment. 
Once the borrower earns the benefit he/she never loses it.


 


Federal PLUS Loan Borrower Benefit Programs:


 


PLUS PaybackSM
– George Mason University PLUS borrowers will receive a credit equal to [**]%
of the original principal balance on each eligible PLUS loan.  To qualify, a parent must:


 


•                              Borrower a PLUS loan for
a child attending George Mason University. 
The eligible lenders for this program are Chase or Citizens Bank.  The PLUS loan must have its first
disbursement on or after July 1, 2004.


•                              Enroll in Manage Your
Loans and agree to receive account information by e-mail.


 


51





















 


•                              Make his/her first 24
scheduled monthly payments on time to receive a [**]% credit.  A second [**]% credit will be applied to the
borrower’s account after an additional 24 on time payments are made.


 


With the Direct Pay SM
plan, PLUS borrowers who authorize the automatic debit of funds from their
checking or savings accounts to cover their monthly education loan payments
will receive an interest rate reduction of [**] percentage point as long as they continue to make on time
payments.


 


Combined Billing


 


Borrowers with FFELP and private loans owned and serviced by Sallie Mae
have the benefit of receiving one monthly billing statement combining the
loans.


 


Repayment Options


 


Net.RepaySM is
an online student loan bill presentment and payment service.  Borrowers receive an e-mail reminder when
their monthly bill is available for viewing. 
After viewing, clicking on the “Pay” button will automatically debit the
user’s specified bank account to cover their monthly loan payment.


 


Sallie Mae offers several graduated and reduced payment options to make
payments more affordable.  Eligibility
for a graduated repayment plan is dependent on loan type, interest rate and
repayment time remaining.


 


The Standard Repayment
option provides Stafford, PLUS and private loan customers with the lowest total
loan cost.  This option requires payments
of principal and interest due each month.


 


The Grad ChoiceSM
option is a graduated repayment plan that allows customers to make reduced
payments for two, three or four years. 
Payments may be as low as interest only and increase to standard
payments of principal and interest for the remaining repayment terms.  Payments under a Grad Choice option in some
cases can be more than 60% lower during the reduced payment period than
payments made under the Standard Repayment option.  This repayment option is available to
Stafford and PLUS loan customers.


 


The Select StepSM
option is a graduated repayment plan that allows borrowers to make
interest-only payments for up to four years followed by standard payments of
principal and interest for the remaining repayment term.  This repayment option is available to
Stafford, PLUS and private loan customers.


 


The FLEX REPAYSM
option – offered exclusively by Sallie Mae
– makes payments more affordable for Stafford and PLUS customers by extending
student loan repayment and minimizing total loan costs as compared with loan
consolidation.  With Flex Repay, eligible
customers receive lower payments for up to four years.  If payment relief is still needed, principal
and interest payments can gradually be increased for up to five years through
reduced


 


52





















 


payment forbearance.  Standard
principal and interest payments follow for the remaining repayment term.


 


The Income-Sensitive Repayment
option offers payments that are based on a percentage of the borrower’s monthly
gross income.  The minimum payment amount
must cover the monthly interest accrual. 
The borrower must reapply every year and payments are adjusted annually
to reflect any changes in the borrower’s income.  This program is open to Stafford, PLUS and
consolidation loan customers.


 


Extended Repayment Option
– Certain customers with greater than $30,000 in outstanding FFELP debt may be
eligible for a 25-year repayment term and the choice of either a standard or
graduated payment plan.


 


MBA LOANS Private Loan, LAWLOANS Private Loan and Signature Loan
borrowers with private loan debt in excess of $20,000 may be eligible to extend
their repayment term up to 20-years.  Borrowers
with even higher balances may be able to extend their term up to a 25-years.


 


Federal Loan Consolidation Options


 


Sallie Mae borrowers or students who have federal loans with more than
one holder have the ability to consolidated with Sallie Mae.  Sallie Mae offers several loan consolidation
options:


 


•                              The SMART LOAN Consolidation Account is a
practical, education debt-management option that enables customers to
consolidate all of their federal loan debt (Stafford, PLUS and Perkins).  This program enables customers to reduce
their initial monthly payments by as much as 50 percent.  As the nation’s largest FFELP consolidation
lender, Sallie Mae provides customers with expert consolidation counseling via
a toll-free telephone number, and an array of web-based services, including an
online application and electronic signature.


 


•                              SMART Advantage Account – allows Sallie Mae
Stafford and PLUS borrowers to place their Sallie Mae loans into a
non-consolidated account and consolidate only the loans that Sallie Mae does
not currently own (i.e., direct loans). 
Borrowers receive payment relief needed through a longer repayment term
and maintain eligibility for Sallie Mae’s borrower benefits, which will reduce
the total cost of their loan indebtedness.


 


Sallie Mae can work with George Mason University to endorse and promote
Sallie Mae’s loan consolidation programs to students with outstanding Direct
Loans or FFELP loans with other lenders to ensure that customers are aware of
their consolidation options.  Sallie Mae
believes that the following services will allow George Mason University to
personalize the relationship with their students.  These services can include:


 


•                              Onsite exit counselling.  Sallie Mae assist with in-depth sessions
designed to meet the needs of your students. 
Handouts can be tailored to include consolidation examples based on
typical student debt profiles for your programs.


 


53





















 


•                              Training sessions for your financial aid staff.  These sessions are designed to help FAAs
understand the consolidation application process and counsel students about
debt management.


 


•                              Loan consolidation materials.  These materials range from pocketsize
consolidation information cards to comprehensive consolidation packets that
include an informative, 12-page booklet and a SMART LOAN application.


 


•                              Personalized communications to students.  Sallie Mae can help your staff draft letters
alerting students to specific consolidation opportunities, such as a pending
rate change, or prepare and mail letters to those students who are Sallie Mae
customers.  These communications can be
targeted to students who are preparing to graduate, to students who have
graduated or to students who are already in repayment.


 


Customers who consolidate through Sallie Mae will have access to the
following loan consolidation borrower benefit programs.  These programs offer substantial savings
through interest rate discounts awarded for on-time payments.


 


•                              Direct Repay – SMART LOAN Consolidation
Account borrowers will receive a 1⁄4 percentage
point interest rate reduction on eligible loans if they authorize
the automatic debit of funds to cover their monthly loan payments.


 


•                              SMART LOAN® Consolidation Account Benefit
– Customers who have an initial federal consolidation loan balance of at least
$10,000 can earn a 1-percentage point
interest rate reduction after they make their first 36 scheduled
monthly payments on time.  The interest
rate reduction continues as long as on time payments are made.


 


Web-based Technologies


 


Sallie Mae incorporates Web-based technology to create more efficient
loan delivery products to meet the unique needs of your school and its
students.


 


•                              OpenNetSM
is Sallie Mae’s user-friendly loan delivery system that gives you and your
staff control and visibility over the entire loan process.  This on-line loan process helps speed the
delivery of funds to your campus, gives your parents/students the peace of mind
that their funding is secure and reduces the amount of time your staff spends
on purely administrative tasks. 
Implementing OpenNet requires minimal involvement from your staff.


 


•                              Internet Account
Access – George Mason University staff and borrowers will have 24-hour
access to Sallie Mae-serviced accounts through www.salliemae.com.  School Self Service provides your financial
aid staff with access to financial aid forms, online reports and
password-protected student loan account information.  Our Manage Your Loan service allows borrowers
to track account information, make loan payments online, change


 


54





















 


payment plans, postpone payments, update
personal profiles and send secure emails to Sallie Mae.


 


Summary


 


Sallie Mae is confident that through this comprehensive solution George
Mason University will be able to offer financing to students and families on
highly competitive terms, achieve a maximum loan approval rate and minimize
potential liability.


 


Sallie Mae welcomes the opportunity to work with you to implement this
loan program.  Please let me know if you
have any questions or concerns.  If the
terms of this Letter of Understanding meet with your expectations, please sign
and return this document to the address listed below.  Sallie Mae and representatives from George
Mason University will meet on an annual basis to discuss the mutual
expectations of this comprehensive loan program.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/ John Crowley

  	
   

  
	
   

  	
  John Crowley

  
	
   

  	
  Vice President, South Region Higher Ed
  Sales

  
	
   

  	
  (703) 810-7218

  
	
   

  	
  john.a.crowley@slma.com

  



 


This letter sets forth the entire understanding of the parties relating
to the subject matter hereof, and all other and/or prior understandings,
written or oral, are hereby superseded. 
Notwithstanding the preceding sentence, the parties acknowledge that
certain services described herein may require separate written agreements
between George Mason University and Sallie Mae. 
The contents of this letter are confidential and contain information
that is proprietary to Sallie Mae. 
George Mason University agrees that this letter and its contents shall
be maintained in confidence and may only be disclosed to those employees of
George Mason University who have a need to know this information for the
purpose of performing their job.


 


 


Agreed and Accepted:


 


 


	
  /s/ Jevita R.
  de Freitas

  	
   

  	
  8 April 2004

  	
   

  
	
  Authorized George Mason University
  Representative

  	
  Date

  



 


55





















 


Please return signed letter to:


 


Karen Foust


11600 Sallie Mae Drive


Reston, VA  20193


 


For purposes of this letter, “Sallie Mae,” means SLM Corporation and
its affiliates.  SLM Corporation and its
subsidiaries, other than the Student Loan Marketing Association, are not
sponsored by or agencies of the United States.


 


56





















 


SCHEDULE III


 


ALLOWABLE
SERVICING FEES


 


Third Party Originations


Colorado Consortium


Great Lakes


Georgia


ASA


Kentucky


ACS


 


EFT Escrow Fees


NYSHEC (NY Higher Ed)


TGSLC (Texas Guarantee)


CSLP (Colorado)


CFN (Nelnet)


TSAC (Tennessee)


ECMC (Virginia)


NELA (Northwest)


ISAC (Illinois)


 


Other Fees


ELM NDN


ELM Service Bureau


College Answer


SLMA – Privacy Fees


 





















 


SCHEDULE IV


 


2





















 


Execution Copy


 


 


AMENDMENT AS OF MARCH 1,
2005


 


TO


 


AMENDED AND RESTATED


 


EXPORTSS® AGREEMENT


 


DATED JANUARY 1, 2000


 


among


 


SALLIE MAE, INC.,


 


SLM EDUCATION CREDIT FINANCE
CORPORATION,


 


and


 


BANK ONE EDUCATION FINANCE
CORPORATION


 


WHEREAS, Sallie Mae, Inc. (“Sallie Mae”), SLM
Education Credit Finance Corporation (“ECFC”), and Bank One Education Finance
Corporation (“Lender”) are parties to that certain Amended and Restated
ExportSS® Agreement dated as of January 1, 2000 (as amended by various
documents, the “ExportSS Agreement”);


 


WHEREAS, JPMorgan Chase Bank, N.A. will
become a party the ExportSS® Agreement by virtue of the Second Amendment to the
Settlement Agreement and Release thereto;


 


WHEREAS, the parties hereto desire to amend the terms of the ExportSS
Agreement to provide for alternative pricing for certain loans made in
connection with attendance at the schools listed on Schedule 1 hereto (
the “Excluded Schools”) that are part of Education Management Corporation (“EDMC”),
Career Education Corporation (“CEC”), or ITT Technical Institute (“ITT”)
(collectively the “Excluded Entities”), with respect to which  Lender waives the origination fee that is
allowed by Section 438(c) of the Act.


 


NOW THEREFORE, for mutual consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties agree to
amend the Agreement, as follows:


 


1.                                       Solely with respect to Stafford Loans made in
connection with attendance at the Excluded Schools listed on Schedule 1
hereto, as such schedule may be amended in accordance with this Amendment,
that are part of Excluded Entities, with respect to which Lender waives the
origination fee, or any portion thereof, that is allowed by Section 438(c)
of the Act, the Purchase Price that is payable by ECFC will be the sum of the
following:


 


(i) 100.00% of the accrued interest that is payable
by the Borrowers; plus


 


3





















 


(ii) 100.00% of the aggregate Principal Balance of
such Stafford Loans; plus


 


(iii) the sum of (a) the maximum origination fee
that is allowed pursuant to the provisions of Section 438(c) of the Act, including
under any amended, supplemental, or superceding provisions thereof, with
respect to such Loans (currently 3.0%), plus (b) an amount equal to [**]% of
the principal amount of the Loan, less (c) the origination fees (if any) that
Lender received from the Borrowers of such Loans.


 


The Schedule of Excluded Schools  ( Schedule 1 hereto) shall be amended
from time to time during the term of the Agreement to reflect additional
schools that become owned or controlled by the Excluded Entities, which schools
shall automatically be deemed part of the Excluded Schools hereunder.


 


Capitalized terms used in this amendment shall have
the meanings ascribed to them in the ExportSS Agreement, the terms of which are
hereby incorporated herein by reference, and except as specifically provided
for otherwise in this amendment, the rights and obligations of Lender, Sallie
Mae, and ECFC under the ExportSS Agreement are unchanged.  Upon execution by authorized representatives
of the parties, this amendment shall be effective as of the date first set
forth above.


 


 


	
  BANK ONE EDUCATION FINANCE

  CORPORATION

  	
   

  	
  SALLIE MAE, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SLM EDUCATION CREDIT FINANCE

  CORPORATION 

  	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
  By:  Sallie Mae, Inc.,
  Authorized Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
																	



 


4





















 


SCHEDULE 1


 


Excluded
Schools


 


	
  EDMC

  
	
  007470-00

  	
   

  	
  Art
  Institute of Pittsburgh

  
	
  008350-00

  	
   

  	
  Art
  Institute of Philadelphia

  
	
  021082-03

  	
   

  	
  R.E.T.S.
  Inst of Tech (AEC/EDMC)

  
	
  025578-00

  	
   

  	
  Bradley
  Academy for the Visual Arts

  
	
   

  	
   

  	
   

  
	
  CEC

  
	
  010217-00

  	
   

  	
  International
  Academy of Design (CEC)

  
	
  021160-01

  	
   

  	
  Sanford-Brown
  College– (CEC)

  
	
  022023-00

  	
   

  	
  Western
  School of Health and Business Career (CEC)

  
	
  022023-01

  	
   

  	
  Western
  School of Health and Business Career (CEC)

  
	
  007398-02

  	
   

  	
  Katharine
  Gibbs School (CEC)

  
	
  008889-00

  	
   

  	
  Allentown
  Business School (CEC)

  
	
  030068-00

  	
   

  	
  Pennsylvania
  Culinary (CEC)

  
	
   

  	
   

  	
   

  
	
  ITT

  
	
  009837-03

  	
   

  	
  ITT
  Technical Institute

  
	
  023610-02

  	
   

  	
  ITT Technical
  Institute

  
	
  030876-02

  	
   

  	
  ITT
  Technical Institute

  
	
  007329-05

  	
   

  	
  ITT
  Technical Institute – Mechanicsburg

  
	
  009837-02

  	
   

  	
  ITT
  Technical Institute – Pittsburgh

  



 


5





















 


SCHEDULE V


 


iRewardSM
or Sallie Mae Payback Benefit Program


 


 


The iReward Benefit or Sallie Mae Payback
benefit (the “Benefit”) is available on Stafford Loans (subsidized and
unsubsidized) originated on or after July 1, 2005 and until the borrower’s
school or Sallie Mae® discontinues offering the Benefit program.  If the borrower has a loan(s) eligible to
receive the Benefit, the borrower will receive a 3% loan credit or payment
based upon the original principal balance of the borrower’s loan, minus
cancellations, refunds, and returns. 
This loan credit will be posted no earlier than 90 days after full
disbursement of the loan.


 


To be eligible to receive and maintain the
Benefit, the borrower must meet both certain eligibility requirements,
including, without limitation, the borrower’s school must be a participant in
the Benefit Program and Sallie Mae must have an ownership interest in the loan,
and certain retention requirements.


 


6





















 


Schedule VI


 


 


The Blended Premium shall be determined as follows:


 


(1)  The parties will determine
the aggregate original Principal Balance of FFELP Loans disbursed by Bank One
Bank, Bank One, Chase Bank and Chase Bank USA on or after July 1, 2004
through and including February 28, 2005 (the “Measurement Period”) that
were obligated to be sold to ECFC or its affiliates (or its designee) pursuant
to either the ExportSS Agreement, USA LPA or the Joint Venture Related
Agreements, excluding the aggregate original Principal Balance of FFELP Loans
that are referenced in Sections 6.E and 6.F below (the “Total 04/05 FFELP
Volume”).


 


(2)  The parties will determine
the aggregate original Principal Balance of FFELP Loans disbursed by the Bank
One Bank and Bank One during the Measurement Period that were subject to the
premium of [**] basis points under the ExportSS Agreement (the “Non-Custom
04/05 FFELP Volume”) and determine the total dollar amount of premium earned by
multiplying the [**]  basis points by the
Non-Custom 04/05 FFELP Volume (the “[**] Basis Points 04/05 FFELP Premium
Amount”).


 


(3)  The parties will subtract
the Non-Custom 04/05 FFELP Volume from the Total 04/05 FFELP Volume and
multiply such amount by [**] basis points to determine the total dollar amount
of premium that would have been earned in accordance with this calculation (the
“[**] Basis Points 04/05 FFELP Premium Amount”).


 


(4)  The Blended Premium Amount
shall be the sum of the [**] Basis Point 04/05 FFELP Premium Amount and the
[**] Basis Points 04/05 FFELP Premium Amount divided by the Total 04/05 FFELP
Volume.


 


7