Exhibit 10. 20


 


Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. 
Asterisks denote omissions.


 


SETTLEMENT AGREEMENT AND RELEASE


 


THIS Settlement Agreement
and Release (“Settlement Agreement”), dated as of July 30, 2004, by and
among (i) Education One Group, Inc. (“EOG”), (ii) Sallie Mae, Inc., (iii)
Secondary Market Services, LLC (“SMS”), (iv) SLM Education Credit Finance
Corporation (“ECFC”) (collectively, “Sallie Mae” or the “Sallie Mae Parties”),
(v) Bank One, National Association (“Bank One”), (vi) solely with respect to
the provisions of Section 5, the final sentence of Section 6.A, the
final sentence of Section 7.G, and Section 11 hereof, JPMorgan Chase
& Co. (“JPMorgan”), (vii) Banc One Education Finance Corp, (viii) solely
with respect to the provisions of Section 5 and Section 11, the
Student Loan Marketing Association, and (ix) solely with respect to the
provisions of Section 5 and Section 11, SLM Corporation.


 


WHEREAS,
Bank One and EOG entered into that certain Marketing and Liquidity Services
Agreement effective as of December 31, 1999 (as amended, the “Marketing
Agreement”) and that certain Asset Purchase Agreement effective as of December 31,
1999 (the “Asset Purchase Agreement”);


 


WHEREAS,
JPMorgan and EOG are parties to that certain License Agreement effective as of December 31,
1999 (the “License Agreement”) and that certain Employee Lease Agreement
effective as of December 31, 1999 (the “Employee Lease Agreement”);


 


WHEREAS,
the Marketing Agreement, the Asset Purchase Agreement, the License Agreement,
and the Employee Lease Agreement are sometimes referred to herein as the “Material
Agreements”;


 


WHEREAS,
ECFC, Sallie Mae, Inc., and Bank One are parties to that certain Amended and
Restated ExportSS® Agreement dated as of January 1, 2000 (as amended, the “ExportSS
Agreement”);


 


WHEREAS,
Bank One and J.P. Morgan Trust Company, N.A. (“Trustee”), acting as trustee and
agent for SMS, are parties to a Loan Purchase Agreement dated as of October 1,
1999 (as amended, the “USA LPA”);


 


WHEREAS,
Bank One and Trustee are parties to a Commitment for FFELP Loan Sale
Transactions dated as of October 1, 1999 (as amended, the “Commitment”);


 


WHEREAS,
Bank One provided notice on July 1, 2004 to EOG of Bank One’s election to
terminate the Material Agreements pursuant to Section 3.4(I)(ii)(d) of the
Marketing Agreement;


 


WHEREAS,
Bank One remitted the maximum termination fee provided by Section 3.4(I)(ii)(d)
of the Marketing Agreement, $14,000,000, to EOG by wire transfer on July 9,
2004, with reservation of the right to recover such portion thereof that
exceeded the termination fee based upon the actual Number of Applications for
the Contract Year Immediately Prior to Termination;


 


1





















 


WHEREAS,
EOG has placed the $14,000,000 payment into an escrow account;


 


WHEREAS,
EOG has asserted that the termination is ineffective and that the Marketing
Agreement remains in full force and effect and Bank One maintains that the
termination is effective and that the Marketing Agreement is terminated;


 


WHEREAS,
on July 1, 2004, EOG invoked the dispute resolution process specified in Section 12.1
of the Marketing Agreement, and the Parties have attempted to resolve their
disputes;


 


WHEREAS,
having engaged in the dispute resolution process, the Parties wish to resolve
all disputes concerning the termination of the Material Agreements, and without
any admission of liability by EOG or Bank One.


 


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 Settlement Agreement, the Parties agree as
follows:


 


1.                                      Definitions.


 


A.                                   “EOG
Related Persons” means the Sallie Mae Parties and their predecessors,
successors, assigns, and their respective past or present parent corporations,
subsidiaries, affiliates, holding companies, divisions, offices, unincorporated
business units, partners, insurers, officers, directors, shareholders,
managers, employees, agents, servants, representatives, officials, attorneys,
associates, and trustees.


 


B.                                     “Bank
One Related Persons” means Bank One and its predecessors, successors, assigns,
and their respective past or present parent corporations, subsidiaries,
affiliates, holding companies, divisions, branches, offices, unincorporated
business units, partners, insurers, officers, directors, shareholders,
managers, employees (including without limitation any EOG Employee who accepted
an offer of employment from Bank One subsequent to July 1, 2004), agents,
servants, representatives, officials, attorneys, associates, and trustees.


 


C.                                     “EOG
Employees” means individuals employed by EOG as of July 1, 2004.


 


D.                                    “Settlement
Agreement” means this Settlement Agreement and Release.


 


E.                                      “Parties”
means the signatories hereto.


 


F.                                      “Sallie
Mae Parties” has the meaning set forth in the preamble to this Settlement
Agreement.


 


G.                                     “Academic
Year” means a 12-month period commencing July 1 of a calendar year and
ending June 30 of the immediately succeeding calendar year.


 


2





















 


H.                                    “Act”
means the Higher Education Act of 1965, as amended.


 


Capitalized terms not
otherwise defined herein shall have the meanings set forth in the applicable
agreements.


 


2.                                      Termination
of Material Agreements.


 


A.                                   The
Sallie Mae Parties hereby withdraw their objection to and irrevocably consent
to (i) Bank One’s termination of the Material Agreements effective as of July 1,
2004 pursuant to Section 3.4(I)(ii)(d) of the Marketing Agreement, and
(ii) Bank One’s soliciting, hiring and employing EOG Employees pursuant to Section 3.4(III)
of the Marketing Agreement.


 


B.                                     The
Sallie Mae Parties hereby acknowledge that Bank One remitted to EOG the maximum
termination fee provided by Section 3.4(I)(ii)(d) of the Marketing
Agreement, $14,000,000.00, to EOG by wire transfer on July 9, 2004, with
reservation of the right to recover such portion thereof that exceeded the
termination fee based upon the actual Number of Applications for the Contract
Year Immediately Prior to Termination.


 


C.                                     Bank
One hereby acknowledges that EOG is entitled to the termination fee in the
amount of $14,000,000.00 that was remitted to EOG by Bank One on July 9,
2004 and placed by EOG in an escrow account pending resolution of the disputes
between the Parties.  The Sallie Mae
Parties and Bank One hereby acknowledge that the $14,000,000.00 termination fee
is the full termination fee to which EOG is entitled under the Marketing
Agreement, pursuant to and within the meaning of Section 3.4(I)(ii)(d) and
Section 3.5 of the Marketing Agreement.


 


D.                                    Pursuant
to Section 9.11 of the Marketing Agreement, Bank One will not be obligated
to pay EOG the Marketing Fees, Liquidity Fees or the Standby Commitment Fees
with respect to any FFELP Loans that were or will be initially disbursed after July 1,
2004, the termination date of the Marketing Agreement.


 


3.                                      Cooperation in Transition of Employment.


 


The
EOG Related Persons shall (i) immediately withdraw any and all offers or
counteroffers regarding employment extended to any EOG Employee since July 1,
2004, except for offers or counteroffers made to the following EOG employees: [**]
(the “Excluded Employees”); and (ii) hereafter refrain from making any offers
or counteroffers of employment to any EOG Employee, except for the Excluded
Employees, from the date of this Settlement Agreement and for a period ending
44 days after the date each EOG Employee commences employment with Bank One.  EOG hereby irrevocably and completely waives
any right to receive, and irrevocably and completely releases any EOG Employee
from the requirement to provide, any notice from any EOG Employee of intent to
leave the employ of EOG, and agrees that any EOG Employee who has accepted or
who hereafter accepts an offer of employment extended by Bank One may
immediately resign from EOG and commence work at Bank One on such date as such
EOG Employee and Bank One shall agree; provided, that the Parties hereby agree
that the final date that any such EOG


 


3





















 


Employees will be
employed by EOG will be August 6, 2004. 
The EOG Related Persons shall cooperate with the transition of the EOG
employees to Bank One in accordance with Section 3.4(III) of the Marketing
Agreement.  Bank One hereby agrees to
promptly inform Sallie Mae of any EOG Employee who, subsequent to the date of
this Agreement, rejects a Bank One offer of employment that is pending as of
the date hereof and such employee shall be deemed an Excluded Employee for
purposes of this Section 3; provided, however, that the EOG Related
Persons have complied with the provisions of this Section 3 herein with
respect to such EOG Employee.


 


4.                                      Asset
Transfers.


 


A.                                   The
Sallie Mae Parties shall use all commercially reasonable efforts to promptly,
but no more than fourteen (14) days after the execution of this Settlement
Agreement, transfer to Bank One or Banc One Education Finance Corp. in
accordance with Section 3.4(III) of the Marketing Agreement, to the extent
owned, leased, or licensed by the Sallie Mae Parties (and subject to the
restrictions on assignment contained within any such license or lease
agreement), all property listed on Schedule 2 hereto (the “Transferred
Property”).  Bank One agrees that within
ten (10) days after receipt of all of the Transferred Property, it shall pay to
EOG $[**] for the property listed on Schedule 2 hereto.  The Sallie Mae Parties further agree: (i)
that for a period of 44 days from the date of execution of this Settlement
Agreement and upon written request to the Sallie Mae Parties in accordance with
the notice provisions of Section 29 hereof, they will use all commercially
reasonable efforts to transfer to Bank One or Banc One Education Finance Corp.,
for appropriate compensation, in accordance with Section 3.4(III) of the
Marketing Agreement, to the extent owned, leased, or licensed by the Sallie Mae
Parties (and subject to the restrictions on assignment contained within any
such license or lease agreement), any other intangible property, software
(excluding software that is also being used by the Sallie Mae Parties other
than EOG), data, or documents not identified on Schedule 2 hereto
that includes Bank Data, Bank Customer Data, or Bank Student Loan Customer Data,
that had been utilized by the EOG Employees; provided, that EOG’s Company Data
or other Confidential Information of the Sallie Mae Parties will be removed
prior to transfer.  Any such additional
property so identified by Bank One in accordance with the preceding sentence
shall be deemed part of the Transferred Property and the Parties agree to amend
Schedule 2 to this Settlement Agreement accordingly.  The Sallie Mae Parties further agree: (i) to
deliver to Bank One or Banc One Education Finance Corp. an assignment and bill
of sale in the form of Schedule 8 hereto (and subject to the
restrictions on assignment contained within any such license or lease
agreement), reflecting the sale, conveyance, assignment, transfer and delivery
of the Transferred Property and the assignment of contracts related to such
Transferred Property; and (ii) in return for payment by Bank One or Banc One
Education Finance Corp. of the following sums, to perform the following
services for the time periods enumerated:


 


(a)                                  to
continue to operate and maintain from the date hereof, substantially as it has
prior to the date hereof, the websites known as www.studentloannet.com and
www.educationone.com, for a period not to exceed sixty (60) days from the date
on which the Transferred Property identified in items number 4 and 5 on Schedule 2
hereto has been transferred to Bank One or Banc One Education Finance Corp., in
return for payment of $[**] per month (or any part thereof) for each such
website, with the first


 


4





















 


month’s
payment being due within five (5) business days following execution of this
Settlement Agreement;


 


(b)                                 to
continue to operate and maintain from the date hereof, substantially as it has
prior to the date hereof, the Voice Response Unit (“VRU”) and toll-free 1-800
telephone numbers utilized in connection with such VRU, that are used in the
conduct of EOG’s Business, for a period not to exceed sixty (60) days from August 6,
2004, in return for payment of (i) $[**] per month (or any part thereof) for
the VRU, with the first month’s payment being due within five (5) business days
following execution of this Settlement Agreement, and (ii) the actual costs
incurred by the Sallie Mae Parties for continuing such toll-free 1-800 telephone
numbers beyond August 6, 2004;


 


(c)                                  to
continue to operate and maintain from the date hereof, substantially as it has
prior to the date hereof, the telephone voice mail system used in the conduct
of EOG’s Business, for a period not to exceed sixty (60) days from August 6,
2004, in return for payment in the amount of $[**] per month (or any part
thereof) for each EOG Employee who accepts employment with Bank One or Banc One
Education Finance Corp., with the first month’s payment being due within five
(5) business days following execution of this Settlement Agreement; and


 


(d)                                 to
give each EOG Employee who accepts employment with Bank One or Banc One
Education Finance Corp. the ability to have an automatic reply with a
business-appropriate message sent to the sender of each e-mail that is
addressed to such EOG Employee, for a period not to exceed sixty (60) days from
August 6, 2004, for no charge, for each EOG Employee who accepts
employment with Bank One or Banc One Education Finance Corp.


 


B.                                     Sallie
Mae, Inc. and its successors and assigns agree that so long as Bank One is
selling loans to any of the Sallie Mae Parties pursuant to the ExportSS
Agreement or the USA LPA, as modified by this Settlement Agreement, they will
continue in a commercially reasonable manner to provide into Bank One’s EFIS
system whatever information regarding the Bank One loans that the Sallie Mae
Parties were providing into the EFIS system prior to July 1, 2004.


 


C.                                     The
Sallie Mae Parties shall use all commercially reasonable efforts to promptly,
but no more than fourteen (14) days after the execution of this Settlement
Agreement, return to Bank One all Bank Data, Bank Customer Data, and Bank
Student Loan Customer Data pursuant to Section 8.7 of the Marketing
Agreement and all Bank One Confidential Information as well as any materials
containing such Confidential Information pursuant to Section 9 of the
Amended and Restated Confidentiality Agreement. 
Bank One, in turn, agrees to use all commercially reasonable efforts to
promptly, but no more than fourteen (14) days after execution of this
Settlement Agreement, require all EOG employees who become employees of Bank
One to return to EOG all Company Data. The Sallie Mae Parties further covenant
and agree that all back-up copies of all Bank Data, Bank Customer Data, and
Bank Student Loan Customer Data will be destroyed in accordance with Sallie Mae’s
normal backup destruction procedures, and that prior to such destruction, the
Sallie Mae Parties will not use the Bank Data, Bank Customer Data, and Bank
Student Loan Customer Data for any purpose whatsoever.


 


5





















 


D.                                    The
Sallie Mae Parties shall use all commercially reasonable efforts to promptly,
but no more than fourteen (14) days after the execution of this Settlement
Agreement, deliver to Bank One (or destroy) all Templates and Marketing
Materials in their possession or control upon which the Licensed Marks appear,
pursuant to Section 9(d) of the License Agreement; provided, that nothing
in this Section 4 shall be interpreted as requiring the Sallie Mae Parties
to return or destroy their general marketing material upon which Bank One may
be listed, if such material was not produced solely for use by EOG.


 


5.                                      Releases.


 


A.                                   The
EOG Related Persons, and each of them, hereby irrevocably and unconditionally
release and discharge, to the fullest extent permissible under applicable law,
the Bank One Related Persons from, and covenant not to assert against the Bank
One Related Persons 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
Settlement Agreement, regarding, arising out of, related to, resulting from or
in connection with (i) Bank One’s termination of the Material Agreements;
(ii) the soliciting, hiring or employment of any EOG Employee by the Bank One
Related Persons; or (iii) any of the Bank One Related Persons’ actions taken in
connection with (i) and (ii) above (collectively, the “EOG Released Claims”).


 


B.                                     The
Bank One Related Persons hereby irrevocably and unconditionally release and
discharge, to the fullest extent permissible under applicable law, the EOG
Related Persons from, and covenant not to assert against the EOG Related
Persons 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 Settlement Agreement,
regarding, arising out of, related to, resulting from or in connection with any
of the EOG Related Persons’ actions prior to the date hereof (i) relating to
Bank One’s exercise of termination rights of the Material Agreements set forth
in Section 3.4(I)(ii)(d) of the Marketing Agreement; (ii) in opposition to
Bank One’s exercise of solicitation and hiring rights set forth in Section 3.4(III)
of the Marketing Agreement; (iii) relating to the solicitation for employment
by EOG Related Persons of the EOG employees; and (iv) any of the EOG Related
Persons’ actions taken in connection with (i), (ii), and (iii) above
(collectively the “Bank One Released Claims”).


 


C.                                     With
respect to the releases provided herein, each of the Parties warrants and
represents with respect to the EOG Released Claims, the EOG USA LPA Released
Claims (defined below) and the Bank One Released Claims, as the case may be (collectively,
the “Released Claims”), that:


 


6





















 


1.                                       It
has not heretofore assigned or transferred to any person any of the Released
Claims and agrees to indemnify, defend, and hold harmless, the other and the other’s
Related Persons, from any 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 or prosecute, or induce any other person to commence or
prosecute, any of the Released Claims;


 


5.                                       It
is fully authorized to enter into and be bound by the terms of this Settlement
Agreement, and that it is the legal and equitable owner and holder of all
Released Claims; and


 


6.                                       The
person signing this Settlement Agreement 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 behalf of such Party.


 


D.                                    The
releases herein shall in no way affect the right of any party hereto to seek
enforcement of the terms of this Settlement Agreement.


 


6.                                      ExportSS Agreement.


 


The
ExportSS Agreement is hereby amended as of July 1, 2004 as follows:


 


A.                                   The
Commitment Period under the ExportSS® Agreement, including without limitation
the Amendment of January 1, 2002 relating to MBA LOAN Private Loans and
LAWLOAN Private Loans (but subject to the modifications set forth in Section 6
hereof), is hereby extended to August 31, 2008.  ECFC will have the right to designate the
name of the purchaser of all loans sold under the ExportSS Agreement, which
shall be a subsidiary of SLM Corporation or an affiliate of one of the Sallie
Mae Parties.   Pursuant to Section 22
of the ExportSS Agreement, Bank One intends to assign the ExportSS Agreement to
Banc One Education Finance Corp., and Banc One Education Finance Corp. intends
to assume such obligations.   If such
assignment occurs, Bank One shall also assign, and Banc One Education Finance
Corp. shall assume, the loan sale obligations of Bank One under the ExportSS
Agreement, as modified by this Settlement Agreement, with respect to loans made
by Banc One Education Finance Corp.  Upon
the effective date of such assignment, the rights and obligations of Bank One
under the ExportSS Agreement shall only apply to Banc One Education Finance
Corp. and not to Bank One.  Nothing in
this Section 6.A shall be deemed a release of any obligations of Bank One
under the ExportSS Agreement with respect to any Education Loans made by Bank
One (i) prior to the effective date of such assignment or (ii) after the
effective date


 


7





















 


of such assignment (unless,
with respect to this clause (ii) only, Bank One merges into JPMorgan Chase
Bank, in which event this clause 6.A(ii) shall not apply with respect to
Education Loans made after the effective date of such merger).  Bank One and JPMorgan further agree that
through the period ending August 31, 2008 they will not use the Bank One
or Banc One names in connection with making or marketing Education Loans other
than through Bank One, Banc One Education Finance Corp., or any other Bank One
affiliate that was a Bank One affiliate prior to July 1, 2004 (and if they
do make or market Education Loans through such Bank One affiliate, they will
cause such Bank One affiliate to assume the loan sale obligations of Bank One
under the ExportSS Agreement, as modified by this Settlement Agreement, with
respect to loans made by such Bank One affiliate).


 


B.                                     Notwithstanding
anything in the ExportSS Agreement to the contrary, Loans made by Bank One
under the Act that are serviced by Great Lakes Education Loan Services, Inc. or
its predecessors, affiliates, or successors (“GLELSI”) that are guaranteed for
the 2004-2005 Academic Year will continue to be sold under the terms of the
ExportSS Agreement, as amended by this Section 6 herein.  Loans made by Bank One under the Act that are
serviced by GLELSI that are guaranteed for the 2005-2006 and subsequent
Academic Years during the Commitment Period under the ExportSS Agreement that
are (1) Serial Loans or (2) made to borrowers in connection with attendance at
the schools listed on Schedule 3 hereof will remain subject to sale
under the terms set forth in the ExportSS Agreement as amended by this Section 6
hereof. For purposes of clarity, effective as of the date hereof, the schools
listed on Schedule 3 hereto shall not be deemed to be Custom Deal
Loan schools (but nothing in this Section 6.B shall be interpreted as
preventing such schools from becoming Custom Deal Loan schools in the
future).  The obligations set forth in Section 6.B(2)
hereof shall not be applicable to any school listed on Schedule 3
hereof if an EOG Related Person provides Custom Deal Loans (as defined in Section 6
herein) to such school and Bank One is not on the preferred lender list at such
school originating such Custom Deal Loans at such school, but this exclusion
shall only apply with respect to loans made after the date Bank One is removed
from such preferred lender list.


 


C.                                   Except
as otherwise provided in Section 6.B, Section 7.E(2), and Section 7.E(3)
below, the obligations under Section 9 (Future Required Sales) of the
ExportSS Agreement and Section 10 – (Sales to Third Parties) of the
ExportSS Agreement do not include: (1) any Loans made by Bank One under the Act
or (2) any non-FFELP loans made by Bank One that are not a Private Loan as
defined in the ExportSS Agreement, which, with respect to (1) and/or (2) above,
are processed by or through Sallie Mae’s OpenNet File Management System or its
successor file management system and that are not otherwise also originated,
processed and/or serviced by SLM Corporation, Sallie Mae, or any of their
subsidiaries or affiliates on their respective originations and/or servicing
platforms.


 


D.                                    Notwithstanding
the definition of Purchase Price under the ExportSS Agreement, the Purchase
Price under the ExportSS Agreement for the Commitment Period, as amended by
this Settlement Agreement, and for all Loans and Serial Loans required to be
sold after the termination or expiration of the Commitment Period, is as
follows:


 


(1)          for
Eligible FFELP Loans (except for Custom Deal Loans described below), (a)
100.00% of the aggregate Principal Balance of such Eligible FFELP


 


8





















 


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; and


 


(2)          for
Custom Deal Loans that are FFELP Loans (other than Custom Deal Loans made in
connection with attendance at the schools listed in Schedule 1
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; and


 


(3)          for
Custom Deal Loans that are FFELP Loans made in connection with attendance at
schools listed in Schedule 1 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.  This revised pricing will apply with respect
to all such Loans made to Borrowers at the schools listed in Schedule 1
hereto, and to Loans made to Borrowers at other Indiana University campuses, if
such Borrowers receive substantially identical benefits as described in the
letter dated January 28, 2004, to Jennifer Foutty of Indiana University, a
copy of which is attached hereto as Schedule 7 (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.  Sallie Mae, Inc. agrees to provide prompt
written notice to Bank One detailing any change(s) to the benefits provided in
the Indiana Custom Deal; and


 


(4)          for
FFELP Loans that have passed the required sales dates set forth in Section 9
(Future Required Sales), and the reason for such fact is not due to the fault
of an EOG Related Person, the applicable EOG Related Person may, if it so
chooses, purchase any such Loans that are not more than 60 days delinquent in
the payment of principal and interest as of the date of sale under the terms of
the ExportSS Agreement, at the applicable Purchase Price set forth in the
ExportSS Agreement, as amended in Section 6 hereof; and


 


(5)          for
FFELP Loans being purchased that were made to finance attendance at an
educational institution for which the Institutional Default Rate equals or exceeds
25%, (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, minus a
servicing charge of $8.00 for each Account containing such a Loan.


 


9





















 


E.                                      Custom
Deal Loans will include Loans made under the Act that are (i) MBALoans,
LAWLOANS, and MEDLOANS, (ii)  loans made
in connection with attendance at the schools listed in Schedule 1
hereto (subject to the last two sentences of Section 6.D(3) above), and
(iii) loans made in connection with attendance at such other schools with
respect to which Sallie Mae has agreed to provide custom loan terms, which
shall mean changes to its standard Signature Education Loan, MBALoan private
loan, LAWLOANS private loan, or MEDLOANS private loan interest rates, terms, or
credit criteria, changes to standard FFELP borrower benefits, and/or
Opportunity Loans, and such custom loan terms (as described in Section 6.E(iii)
immediately above) are set forth in a letter of understanding executed by an
EOG Related Person and such applicable schools (“Custom Deal”), provided that
Bank One and such EOG Related Person have agreed to Bank One’s participation in
the Custom Deal at such school (collectively, “Custom Deal Loans”), it being
understood that neither party is under any obligation to agree to such
participation in a Custom Deal at any such school.


 


F.                                      Bank
One agrees that, notwithstanding any other provision of this Settlement
Agreement, it shall, during the term of the ExportSS Agreement, only offer to
make Signature Loans, MBA LOAN Private Loans, LAWLOAN Private Loans and/or
Opportunity Loans at a particular school during a given Academic Year if it
also agrees to sell all non-Serial FFELP loans it makes at such particular
school during the same Academic Year to ECFC or its designee on the sales
timing set forth in Section 9 (Future Required Sales) of the ExportSS
Agreement and for the Purchase Price as defined in Section 6.D
hereof.  The sale of Serial FFELP Loans
that Bank One makes at such particular school will be governed by the ExportSS
Agreement, as amended by this Settlement Agreement.  Additionally, the Parties agree that all
FFELP Loans that are MBALoans or LAWLOANS will be originated, serviced, and
purchased on the terms set forth in the ExportSS Agreement, as amended by this
Settlement Agreement (with the pricing as set forth in Section 6.D above).


 


G.                                     The
Definition of Growth FFELP Volume in, and Attachment J to, the ExportSS
Agreement are hereby deleted in their entirety.


 


H.                                    During
the Commitment Period of the ExportSS Agreement and with respect to all Serial
Loans required to be sold under the ExportSS Agreement after the expiration or
termination of the ExportSS Agreement, as amended by this Settlement Agreement,
Bank One shall remain a Lender under the MEDLOANS loan program offered by EOG
Related Persons and the Association of American Medical Colleges pursuant to
the Agreement between the applicable EOG Related Persons and the Association of
American Medical Colleges; provided, that, if an EOG Related Person offers a
MEDLOANS loan program to a particular school that meets the definition of
Custom Deal Loans under Section 6.E(iii) above, Bank One and the
applicable EOG Related Persons must both agree to Bank One’s participation in
the Custom Deal at such school, it being understood that neither party is under
any obligation to agree to such participation in a Custom Deal at such school.


 


I.                                         Section 21
of the ExportSS Agreement is hereby amended by adding the following provision: “Bank
One will give Sallie Mae 60 days’ written notice if Sallie Mae breaches any of
its obligations in this Agreement.  If
Sallie Mae does not cure the breach by the end of the 60 days, Bank One may
terminate the Agreement in whole or part.”


 


10





















 


J.                                        The
limitation on indirect, consequential or exemplary damages provided for in Section 7
of the ExportSS Agreement shall also be applicable to Bank One.


 


K.                                    The
fees set forth in Attachment A and Attachment A-1 of the ExportSS Agreement
applicable as of the date hereof shall not be increased during the Commitment
Period, or for all Loans and Serial Loans required to be sold after the
termination or expiration of the ExportSS Agreement.


 


7.                                      USA
LPA and Commitment.


 


The
USA LPA and Commitment are hereby amended as of July 1, 2004 as follows:


 


A.                                   Notwithstanding
the termination of the Marketing Agreement, the purchase price for Loans
payable under the USA LPA remains unchanged, unless and until Bank One
exercises its rights to terminate the USA LPA, and then the price will be as
set forth in Section 7.E(2) below. 
In accordance with Section II.H of the USA LPA, if Bank One
exercises its right to terminate the USA LPA and remits to Sallie Mae the
termination fee set forth in the USA LPA (discussed below), beginning on the
date of termination of the USA LPA, the premium to be paid with respect to
Loans and Serial Loans sold to Sallie Mae under the USA LPA shall be 1.00%,
which percentage shall be deemed the weighted average of the premiums
applicable to Loans purchased during the Term.


 


B.                                     Bank
One will be entitled to all Net Earnings and Bank One will be responsible for
payment of the 50 basis point Department of Education lender fee with respect
to all Loans first disbursed on or after July 1, 2004.  Bank One and Sallie Mae agree to work
together to perform the necessary accounting and payment reconciliations to
effectuate the intent of this provision. SMS will have the right to designate the
name of the purchaser of all loans sold under the USA LPA.


 


C.                                     The
Minimum Premium obligations under Section III.D of the USA LPA are hereby
deleted.


 


D.                                    Bank
One shall have the right to terminate the USA LPA under Section IX.G(b) by
providing written notice of its election to terminate the USA LPA on or prior
to October 1, 2004 and remitting within 10 days after providing such
notice a termination fee calculated pursuant to Section IX.G(b) of the USA
LPA.  Sallie Mae hereby represents and
agrees that the termination fee under Section IX.G(b) is
$9,000,000.00.  For purposes of
clarification, upon termination of the USA LPA, the provision of Section IX.G(b)
of the USA LPA following the words “provided, however” shall have no further
force or effect.


 


E.                                      If
Bank One provides notice of its election to terminate the USA LPA on or prior
to October 1, 2004 and remits within 10 days after providing such notice
the termination fee, then the USA LPA shall be terminated effective on the date
of payment of the termination fee, and then:


 


11





















 


(1)  The EOG
Related Persons’ sole and exclusive remedy with respect to such termination of
the USA LPA shall be the receipt of such termination fee.  The EOG Related Persons, and each of them,
may not oppose, challenge, contest or seek any form of recourse or relief
against the Bank One Related Persons, and the EOG Related Persons, and each of
them, hereby irrevocably and unconditionally release and discharge, to the
fullest extent permissible under applicable law, the Bank One Related Persons
from, and covenant not to assert against the Bank One Related Persons 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,
regarding, arising out of, related to, resulting from or in connection with
(i) Bank One’s termination of the USA LPA, or (ii) any of the Bank One
Related Persons’ actions taken in connection therewith (collectively the “ EOG
USA LPA Released Claims”).


 


(2)  All Loans that are guaranteed for the
2004-2005 Academic Year that Bank One would otherwise, in the absence of such
termination, be required to sell to SMS under the USA LPA, will instead be sold
to ECFC or its affiliate (or other designee) pursuant to the provisions of the
USA LPA, as modified by this Settlement Agreement, but at the sales timing set
forth in the ExportSS Agreement and for the weighted average premium set forth
in Section 7.A. above.


 


(3)  Serial Loans that are required to be sold
under the post termination provisions of the USA LPA will continue to be sold
to ECFC (or its designee) at the weighted average premium set forth in Section 7.A
above and at the sales timing set forth in the ExportSS Agreement.


 


F.                                      The
origination and servicing fees charged by Sallie Mae, Inc. or its successors or
assigns under the USA Group Master Agreement for Loans under the Federal Family
Education Loan Program, dated October 1, 1999, as of the date hereof shall
not be increased prior to the termination of the USA LPA, or for all Loans and
Serial Loans required to be sold after the termination or expiration of the USA
LPA.


 


G.                                     Bank
One intends to assign the USA LPA to Banc One Education Finance Corp., and Banc
One Education Finance Corp. intends to assume such obligations.   If such assignment occurs, Bank One shall
also assign, and Banc One Education Finance Corp. shall assume, the loan sale
obligations of Bank One under the USA LPA, as modified by this Settlement
Agreement, with respect to loans made by Banc One Education Finance Corp.  Upon the effective date of such assignment,
the rights and obligations of Bank One under the USA LPA shall only apply to
Banc One Education Finance Corp. and not to Bank One.  Nothing in this Section 7.G shall be
deemed a release of any obligations of Bank One under the USA LPA with respect
to any Education Loans made by Bank One (i) prior to the effective date of such
assignment or (ii) after the effective date of such assignment (unless, with
respect to this clause (ii) only, Bank One merges into JPMorgan Chase Bank, in
which event this clause 7.G(ii) shall not apply with respect to Education Loans
made after the effective date of such merger). 
Bank


 


12





















 


One and JPMorgan further
agree that through the period ending August 31, 2008 they will not use the
Bank One or Banc One names in connection with making or marketing Education
Loans other than through Bank One, Banc One Education Finance Corp., or any
other Bank One affiliate that was a Bank One affiliate prior to July 1,
2004 (and if they do make or market Education Loans through such Bank One
affiliate, they will cause such Bank One affiliate to assume the loan sale
obligations of Bank One under the USA LPA, as modified by this Settlement
Agreement, with respect to loans made by such Bank One affiliate).


 


8.                                      Education
One Loans.


 


A.                                   With
respect to Education One Loans, as defined in the Marketing Agreement, that are
first disbursed on or prior to December 31, 2004, Bank One will continue
to remit to EOG its share of the Compensation in accordance with the terms of Section 9.4
of the Marketing Agreement, notwithstanding the termination of the Marketing Agreement.  Bank One agrees not to change the sales
timing or terms of sale with respect to such Education One Loans without EOG’s
prior written consent.  Bank One’s actual
and direct costs (including expenses, such as marketing costs and origination
costs) incurred and associated with the marketing of the Education One Loans
that are first disbursed on or prior to December 31, 2004 (“Reimbursable
Expenses”) will be reimbursed to Bank One within 30 days of Sallie Mae’s
receipt of an invoice detailing the Reimbursable Expenses.  Bank One shall have the right to offset
against the Compensation owed to EOG set forth in this Section 8.A. above
any Reimbursable Expenses owed to Bank One.


 


B.                                     Bank
One will use all commercially reasonable efforts to continue to market
Education One Loans in substantially the same manner as was set forth in EOG’s
marketing plan for the 2004-2005 Academic Year (as annexed in Schedule 5
hereto), but solely as it relates to the sourcing of loans with a first
disbursement on or prior to December 31, 2004.  Through December 31, 2004, Bank One
will, subject to the terms thereof, maintain in full force and effect all
agreements between Bank One and any other parties relating to the marketing of
Education One Loans, for the purpose of enhancing the aggregate principal
balance of Education One Loans that are first disbursed prior to December 31,
2004.  Through December 31, 2004,
Bank One will provide monthly disbursement reports to Sallie Mae in a form and
format identical to the reports provided by EOG to the applicable EOG Related
Person prior to July 1, 2004 (as annexed in Schedule 6
hereto). Effective as of July 1, 2004, but solely to the extent identified
on Schedule 4 hereto (to which true and correct copies of the
respective agreements relating to the Education One Marketing Obligations, as
defined below, are annexed), EOG will, to the extent permitted under such
agreements, assign to Bank One, and Bank One will assume the obligations of EOG
under, all marketing agreements executed by EOG relating to the Education One
Loans (“Education One Marketing Obligations”), including without limitation all
agreements relating to direct mail campaigns. 
Notwithstanding the foregoing, Bank One shall not assume, and shall have
no liability for, any and all obligations and liabilities arising under or
related to the Education One Marketing Obligations that arise or have arisen
before, on or after the date hereof relating to acts or omissions occurring or
services performed prior to July 1, 2004. 
Nothing herein or in any such assignment agreements shall preclude the
EOG Related Persons from entering into marketing relationships with the
counterparties to any EOG marketing agreements.


 


13





















 


C.                                     With
respect to Education One Loans that are first disbursed on or after January 1,
2005, any and all of Sallie Mae’s rights under the Marketing Agreement,
including without limitation any and all rights under the Second Amendment to
Marketing and Liquidity Services Agreement, dated April 30, 2001, shall be
of no force and effect.


 


9.                                      EOG
Employees’ Travel and Entertainment Expenditures.  


 


Within
thirty (30) days following receipt of an invoice from EOG and acceptable
supporting documentation, Bank One will reimburse EOG for reasonable out of
pocket travel and entertainment expenses of EOG Employees, except for the
Excluded Employees, incurred on or after July 1, 2004 through August 6,
2004, that exceed an aggregate amount of $[**]. 
In no event shall such reimbursement obligation exceed $[**].


 


10.                               Confidentiality.


 


Each
Party agrees and covenants that it will take all reasonable steps to ensure,
preserve, and protect the confidentiality of (i) the pricing set forth in this
Settlement Agreement, and (ii) the list of Great Lakes schools referenced on Schedule 3
to this Settlement Agreement, which the Parties agree are confidential and
shall not be disclosed or revealed by them, except as specified below:


 


A.                                   By
Bank One to Bank One Related Persons, their accountants, attorneys, auditors,
tax return preparers, and/or regulators, or as otherwise required in connection
with disclosure obligations under the securities laws; and to EOG or EOG
Related Persons;


 


B.                                     By
EOG to EOG Related Persons, and its or their tax return preparers, accountants,
auditors, attorneys, and/or regulators, or as otherwise required in connection
with disclosure obligations under the securities laws; and to Bank One or Bank
One Related Persons;


 


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


 


D.                                      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 Settlement Agreement from disclosure.


 


14





















 


11.                               Chase Agreements.  


 


The
Parties acknowledge and agree that this Settlement Agreement is in no way
intended to negate, modify or alter in any way the provisions of, or the rights
and obligations of the parties under: (1) Section 8(b) of the Omnibus
Agreement effective 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 (or their
respective successors) (the “Omnibus Agreement”); (2) Section 13.2 of the
Limited Liability Company Agreement of Chase Education First LLC (previously
known as Education First Marketing LLC) effective September 9, 1996,
between TCB Education First Corporation and Student Loan Marketing Association
(or their respective successors) (the “Marketing LLC Agreement”); or (3) Section 13.2
of the Limited Liability Company Agreement of Education First Finance LLC
effective September 9, 1996, between TCB Education First Corporation and
Student Loan Marketing Association (or their respective successors) (the “Finance
LLC Agreement”) ( collectively such agreements referred to herein below as the “Chase
Agreements”).  The EOG Related Persons
further acknowledge and agree that (i) the acquisition of Bank One Corporation
by JP Morgan Chase & Co. and the conduct of the sales and marketing and
other education lending business activities of Bank One, Banc One Education
Finance Corp. or any other Bank One affiliate that was a Bank One affiliate
prior to July 1, 2004, are subject to and fall within the scope of the “provided
however” clause contained in each of Section 13.2(a) of the Marketing LLC
Agreement, Section 13.2(a) of the Finance LLC Agreement, and Section 8(b)
of the Omnibus Agreement; and (ii) Bank One, Banc One Education Finance Corp.
or any other Bank One affiliate that was a Bank One affiliate prior to July 1,
2004, performing sales and marketing and other education lending business
activities, constitute a “Person” as to which the “Applicable Restrictions”, as
such terms are defined within the “provided however” clause contained within
each of the aforementioned Sections of the Chase Agreements, do not apply, so
long as all such Persons comply with the restrictions set forth in subsections
(x), (y) and (z) in the “provided however” clause contained in each of Section 13.2(a)
of the Marketing LLC Agreement, Section 13.2(a) of the Finance LLC
Agreement, and Section 8(b) of the Omnibus Agreement.


 


12.                               Counterparts.


 


This
Settlement Agreement 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 Settlement
Agreement 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.


 


13.                               Entire
Agreement.


 


This
Settlement Agreement, together with the schedules attached hereto and
incorporated herein by this reference, constitute the entire agreement between
the Parties relating to the subject matter hereof and supercedes all prior
agreements or understandings, written and oral, related to the settlement of
the matters addressed herein.  Except for
statements expressly set forth in this Settlement Agreement, no Party has made
any statement or representation to any


 


15





















 


other Party regarding a
fact relied upon by the other Party in entering into this Settlement Agreement,
and no Party has relied upon any statement, representation, or promise of any
other Party, or of any representative or attorney for any other Party, in
executing this Settlement Agreement or in making the settlement provided for in
this Settlement Agreement.  None of the
Parties shall be bound by any agreements, undertakings, warranties,
understandings, or representations with respect to the subject matter of this
Settlement Agreement other than as expressly provided herein or as modified in
writing, signed in advance by the Party to be bound thereby.


 


14.                               Governing
Law.


 


This
Settlement Agreement shall be subject to, governed by, and construed and
enforced pursuant to the laws of the State of Indiana, without regard to its
principles of conflict of laws.


 


15.                               Severability.


 


The
Parties agree that if any court or tribunal of competent jurisdiction
determines that any provision of this Settlement Agreement is illegal, invalid
or unenforceable, such illegal, invalid or unenforceable provision shall be
severed from this Settlement Agreement and the remainder of this Settlement
Agreement shall not be affected thereby and shall remain in full force and
effect.


 


16.                               Binding Effect.


 


This
Settlement Agreement shall be binding upon and inure to the benefit of the
Parties and their successors, assigns and transferees.


 


17.                               Costs and Expenses.


 


The
Parties shall bear their own costs and attorneys’ fees incurred in connection
with the preparation, execution and effectuation of this Settlement Agreement,
including, without limitation, the cost of preparing and executing this
Settlement Agreement.


 


18.                               Enforcement.


 


If any
action at law or in equity is brought to enforce or interpret the provisions of
this Settlement Agreement, then the prevailing Party shall be entitled to
recover reasonable attorneys’ fees from the other Party, which fees may be set
by the Court in the trial of such action or may be enforced in a separate
action brought for such purpose, and which fees shall be in addition to any
other relief which may be awarded.


 


16





















 


19.                               Interpretation.


 


The
Parties agree that each and every provision of this Settlement Agreement shall
be deemed to have been simultaneously drafted by all Parties, and no laws or
rules relating to the interpretation of contracts against the drafter of any
particular clause should be applied to the interpretation or enforcement of
this Settlement Agreement.


 


20.                               No Waiver.


 


No
breach of any provision hereof can be waived unless in writing signed by the
party against whom such waiver is sought to be enforced.  Waiver of any one breach of any provisions
hereof shall not be deemed to be a waiver of any other breach of the same or
other provisions hereof.  This Settlement
Agreement may be amended only in writing by the parties-in-interest at the time
of the modification.  If any provision of
this Settlement Agreement is held to be invalid or unenforceable for any
reason, the remaining provisions will continue in full force without being
impaired or invalidated in any way.  The
Parties agree to replace any invalid provision with a valid provision that most
closely approximates the intent and economic effect of the invalid provision.


 


21.                               Captions.


 


Paragraph
titles or captions contained herein are inserted as a matter of convenience and
for reference, and in no way define, limit, extend or describe the scope of
this Settlement Agreement or any provision thereof.


 


22.                               No
Admission.


 


The
Parties agree and acknowledge that this Settlement Agreement is the result of a
compromise of doubtful and disputed claims and this Settlement Agreement and
the negotiations therefor shall never at any time for any purpose be construed
as an admission by any Party of any liability or responsibility to another, or
to be an admission or concession as to the merits of any claim asserted by any
Party.  Nothing herein shall in any way
limit the use of this Settlement Agreement as evidence in a proceeding to
enforce any or all of the terms hereof.


 


23.                               Representation
by Counsel.


 


Each
Party to this Settlement Agreement has been represented by counsel in preparing
and negotiating this Settlement Agreement.


 


24.                               Adequacy
of Consideration.


 


Each
Party hereto acknowledges the adequacy and sufficiency of the consideration for
this Settlement Agreement, including without limitation, the payment of the
termination fee pursuant to the Marketing Agreement or the USA LPA, the mutual
releases and the mutual covenants and promises contained herein, and each Party
waives any right to contest the


 


17





















 


enforcement or validity
of this Settlement Agreement based on any claim or defense of lack of
consideration.


 


25.                               No
Rescission.


 


Each
Party agrees that this Settlement Agreement shall be binding and that each
Party waives, to the fullest extent permissible under law, any right to seek to
rescind this Settlement Agreement for any reason.


 


26.                               Conflicts.


 


In the
event of a conflict or inconsistency between this Settlement Agreement and any
of the agreements referenced herein, this Settlement Agreement shall control.


 


27.                               Venue.



 


Any
lawsuit brought under, concerning or in connection with this Settlement
Agreement shall only be brought in the Circuit or Superior Court of Hamilton
County, Indiana, or the United States District Court for the Southern District
of Indiana, Indianapolis division, which courts shall have exclusive
jurisdiction with respect to any and all proceedings brought under, concerning
or in connection with this Settlement Agreement.  The Parties agree that jurisdiction and venue
in such courts is appropriate and irrevocably consent to the exercise of
personal jurisdiction by such courts with respect to such matters.  The Parties further consent to service at
their principal places of business.


 


28.                               Further Assurances.


 


The
Parties shall execute and deliver such further documents and shall take such
further actions as may be necessary and reasonably required to effect the
provisions of this Settlement Agreement.


 


29.                               Notices.


 


All
notices, requests, approvals, consents and other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have
been duly given: (i) if delivered personally, then on the date received; (ii)
if delivered by facsimile, then on the date received, but if received after the
close of business on such day, then on the next business day; (iii) if
delivered by overnight courier, then on the next business day after deposit
with the courier service absent persuasive evidence of the failure of delivery
thereof on such date and then on the day of delivery indicated by such
evidence; and (iv) if sent by certified mail with postage prepaid and return of
receipt requested, then five (5) days after such mailing.  Any such notice shall be sent as follows:


 


18





















 


 


	
  if to Bank One
  Related Persons:

  	
   

  	
  Bank One,
  National Association

  
	
   

  	
   

  	
  900 Stewart
  Avenue

  
	
   

  	
   

  	
  6th
  Floor

  
	
   

  	
   

  	
  Garden City, NY
  11530

  
	
   

  	
   

  	
  Attn:

  	
  Jeffrey Levine

  
	
   

  	
   

  	
   

  	
  Senior Vice
  President

  
	
   

  	
   

  	
  Tel:

  	
  516-745-4564

  
	
   

  	
   

  	
  Fax:

  	
  516-745-4528

  



 


19





















 


	
  with a copy
  (which shall not constitute notice) to:

  	
   

  	
  Bank One,
  National Association

  900 Stewart Avenue

  6th Floor

  
	
   

  	
   

  	
  Garden City, NY
  11530

  
	
   

  	
   

  	
  Attn:

  	
  Michael J.
  Getzler

  
	
   

  	
   

  	
   

  	
  Vice President
  & Assistant General Counsel

  
	
   

  	
   

  	
  Tel:

  	
  516-745-3223

  
	
   

  	
   

  	
  Fax:

  	
  516-745-4528

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  if to the EOG
  Related Persons:

  	
   

  	
  Sallie Mae, Inc.

  11100 USA Parkway

  
	
   

  	
   

  	
  Fishers, IN
  46038

  
	
   

  	
   

  	
  Attn:

  	
  June McCormack

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President, Servicing & Sales Marketing

  
	
   

  	
   

  	
  Tel:

  	
  317-578-6818

  
	
   

  	
   

  	
  Fax:

  	
  317-578-6501

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  with a copy
  (which shall not constitute notice) to:

  	
   

  	
  If prior to
  after August 20, 2004:

  Sallie Mae, Inc.

  11600 Sallie Mae Drive

  
	
   

  	
   

  	
  Reston, VA 20193

  
	
   

  	
   

  	
  Attn:

  	
  Robert S. Lavet

  
	
   

  	
   

  	
   

  	
  Senior Vice
  President and Deputy General Counsel

  
	
   

  	
   

  	
  Tel:

  	
  703-810-5016

  
	
   

  	
   

  	
  Fax:

  	
  703-810-3023

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  with a copy
  (which shall not constitute notice) to:

  	
   

  	
  If on or after August 20,
  2004:

  Sallie Mae, Inc.

  12061 Bluemont Way

  
	
   

  	
   

  	
  Reston, VA 20190

  
	
   

  	
   

  	
  Attn:

  	
  Robert S. Lavet

  
	
   

  	
   

  	
   

  	
  Senior Vice
  President and Deputy General Counsel

  
	
   

  	
   

  	
  Tel:

  	
  703-984-5016

  
	
   

  	
   

  	
  Fax:

  	
  703-984-6587

  



 


20





















 


IN
WITNESS WHEREOF, the Parties through each of their duly authorized
representatives have hereto set their hands to be effective as of the 1st
day of July, 2004.


 


 


	
  BANK
  ONE, NATIONAL ASSOCIATION

  	
   

  	
  EDUCATION
  ONE GROUP, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Michael Getzler

  	
   

  	
  By:

  	
   

  	
  /s/ Mary Eure

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Michael Getzler

  	
   

  	
  Name:

  	
  Mary Eure

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BANC
  ONE EDUCATION FINANCE

  CORP.

  	
   

  	
  JPMORGAN
  CHASE & CO. (solely with respect to the provisions of Section 5, the
  final sentence of Section 6.A, the final sentence of Section 7.G,
  and Section 11 hereof)

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Michael Getzler

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Michael Getzler

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Vice President

  	
   

  	
  By:

  	
   

  	
  /s/ Susan Webb

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Susan Webb

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  EVP

  	
   

  	
   

  
															



 


21





















 


	
  SALLIE
  MAE, INC.

  	
   

  	
  SLM
  EDUCATION CREDIT FINANCE CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Sallie Mae,
  Inc., Authorized Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Robert Lavet

  	
   

  	
  By:

  	
    /s/ Robert Lavet

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   Robert
  Lavet

  	
   

  	
  Name:

  	
   Robert
  Lavet

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
    SVP & Deputy General Counsel

  	
   

  	
  Title:

  	
   SVP & Deputy General Counsel

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECONDARY
  MARKET SERVICES, LLC

  	
   

  	
  J.P.
  MORGAN TRUST COMPANY, N.A.,

  	
   

  
	
  By: Sallie Mae,
  Inc., Authorized Agent

  	
   

  	
  acting
  as trustee and agent for Secondary Market Services, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Robert Lavet

  	
   

  	
  By:

  	
    /s/ James A. Alexander

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   Robert
  Lavet

  	
   

  	
  Name:

  	
   James A.
  Alexander

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   SVP
  & Deputy General Counsel

  	
   

  	
  Title:

  	
    Chief
  Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  STUDENT
  LOAN MARKETING ASSOCIATION (solely with respect to the provisions of Section 5
  and Section 11 hereof)

  	
   

  	
  SLM
  CORPORATION (solely with respect to the provisions of Section 5 and Section 11
  hereof)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Michael E. Sheehan

  	
   

  	
  By:

  	
    /s/ Robert Lavet

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   Michael E.
  Sheehan

  	
   

  	
  Name: 

  	
   Robert
  Lavet

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
    V.P.

  	
   

  	
  Title:

  	
    SVP
  & Deputy General Counsel

  	
   

  	
   

  
																						



 


22





















 


SCHEDULE 1


 


	
  Indiana
  University – Bloomington

  	
   

  	
  001809-00

  	
   

  
	
  Indiana
  University – East

  	
   

  	
  001811-00

  	
   

  
	
  Indiana
  University – Indianapolis (IUPUI)

  	
   

  	
  001813-00

  	
   

  
	
  Indiana
  University – Kokomo

  	
   

  	
  001814-00

  	
   

  
	
  Indiana
  University – Northwest

  	
   

  	
  001815-00

  	
   

  
	
  Indiana
  University – South Bend

  	
   

  	
  001816-00

  	
   

  
	
  Indiana
  University – Southeast

  	
   

  	
  001817-00

  	
   

  



 


23





















 


SCHEDULE 2


 


1.               Bank
One dedicated “toll free” numbers:


 


a)              800-487-4404  Call Center (General number for all clients;


b)             888-222-5919  (Bank One branches, internal Bank One
departments and priority school handling);


c)              888-487-4404  Call routing to specific sales rep for top
tier schools;


d)             877-968-7331  Direct Connect (special handling for top tier
schools); and


e)              877-210-5622  (University of Arizona only).


f)                877-663-1839  Clarian Health (Education One)


g)             877-663-1841  Bank One (Education One)


h)             The
following numbers assigned to EOG, not in active use:


 


877-663-1842


877-663-1843


877-663-1844


877-663-1845


877-663-1846


877-663-1848


877-663-1849


877-663-1850


877-663-4810


877-663-4867


877-663-4868


877-663-4869


877-663-4870


877-663-4871


877-663-4872


877-663-4873


877-663-4874


877-663-8594


877-663-8595


877-663-8597


877-663-8598


877-663-8599


 


2.               All
(i) Bank Data, (ii) Bank Customer Data, and (iii) Bank Student Loan Customer
Data contained in the Education Finance Information System (EFIS), including,
but not limited to EFISWork database on speogfi010, NSLDS database on
speogfi010, and TERI database on speogfi010:


 


a)              Bank Data, Bank
Customer Data, and Bank Student Loan Customer Data contained in EFIS back-up
tapes or disks will age off through the normal process by no later than December 31,
2004.


 


24





















 


(b)         Sallie Mae shall transmit
the data set forth in Section 2(a) above using FTP to Bank One on Tuesday,
August 3, 2004 and Sallie Mae shall transmit the data set forth in Section 2(a)
above again using FTP to Bank One on Wednesday, August 18, 2004.


 


3.               All (i) Bank Data,
(ii) Bank Customer Data, and (iii) Bank Student Loan Customer Data contained in
SalesLogix software, including, but not limited to, SLWork database on
speogfi020:


 


a)              Bank Data, Bank
Customer Data, and Bank Student Loan Customer Data stored in SalesLogix will
age off through the normal process by no later than December 31, 2004.


 


b)             Sallie Mae shall
transmit the data set forth in Section 3(a) above using FTP to Bank One on
Thursday, August 5, 2004 and Sallie Mae shall transmit the data set forth
in Section 3(a) above again using FTP to Bank One on Monday, August 9,
2004


 


4.               To the extent owned
by the Sallie Mae Parties, the www.studentloannet.com web site, limited to:


 


a)              The web site
content, source and object code, embedded images, and PDFs which are limited
to:


 


/Admin (directory on website)
-


User for website
marketing campaigns during timeframes driven by business.


 


/Applications (directory
on website) -


Used to maintain: schools
demographic info, custom forms, loan applications, servicers details, lenders
details, borrower benefits details, SalesStaff Directory, Marketing orders by
business, and collateral inventory.


 


/ApplyonLine (directory
on website) -


 


Used for loan application
process for students and parents to apply for:


 


1. Federal Stafford Loans
with links to on-line application on studentloannet’s web.


2. Parent (Plus) Loans
with link to on-line application on studentloannet’s web.


3. Signature Education
Loan Program - Links to Sallie Mae’s OpenNet website.


4. Education One Loan
with link to www.teri.org for BankOne’s Education Loans.


5. MEDLOANS with link to
AAMC’s web site to apply on line


6. MBALOANS with link to
Sallie Mae’s OpenNet website.


7. LAWLOANS with link to
Sallie Mae’s OpenNet website.


 


/FAA (directory on
website) -


Used for Financial Aid
Administrators to sign up for loan application process for students and parents
to apply for:


Counseling, free
materials and training for students, custom forms and contact information for
Bank One reps.


 


25





















 


/PARENT (directory on
website) -


Used for parent’s loan
application on-line apply process:


 


/STUDENT (directory on
website) -


Used for student’s loan
application on-line apply process:


 


/Survey (director on
website) - 


Used for website
marketing campaigns feedback.


 


b)             Customized school
pages and associated links;


c)              Links to current
on-line loan originations including (but not limited to) Stafford, PLUS,
Consolidation, Private, Graduate and Professional Student Loans, student loan
history; and


d)             the domain name.


 


5                 To the extent
owned by the Sallie Mae Parties, the www.educationone.com web site, limited to:


 


a)              The web site
content, source and object code, embedded images, and PDFs which are limited
to:


 


/Admin (directory on
website)  User for
website marketing campaigns during timeframes driven by business; and


 


b)             All associated links.


 


6.              All EOG Employees’
electronic files containing only Bank Data, Bank Customer Data, and Bank
Student Loan Customer Data that EOG Employees copied onto CDs and delivered to
Craig Anderson for safekeeping.  All EOG
paper files containing only Bank Data, Bank Customer Data, and Bank Student
Loan Customer Data.


 


7                 All
of the following Marketing Materials, Bank One approved templates, and other
Bank One-related marketing collateral located at 8350 Craig Street,
Indianapolis, IN.


 


BubbleMan Radio – HS door prizes


Buttermints


Business Man Clock


CD Holders


Clip-on Radio w/Compass


FM Scan Radio w/Keylight


Golf Towels


Grocery List Pads


Lanterns – Doorprize 2003


Letter Opener/Notepad Holder


Magnets


 


26





















 


Paper Bags


Pencils – Multicolor


Pens – Blue Sheaffer


Pens – Six Multicolor


Pens – Multicolor – Blue, Silver, Burg., Spring
Giveaway


Pen/Memo Sets – Regional 2003 Giveway


Pocket Highlighters


Post-It Notes w/Lines


Ruler/Calculator – Door prize


Thank-you notes


AMC Consolidation Brochures


Adult Continuing Education


Art Brochure


Bank One Folders - Blue new


Bar Study Apps - Standard


Bar Study Apps - Prem/Pref


BO Benefit Brochure


BO Benefit Brochure - FAA’s


Bookmarks


Cashback Flyer


Cashback Slicks


BI Credit Survival Brochures


Debt Management


Graduate/Professional Financial Planning Guide


Education One College #01-116


Education One Campus #02-295


Education One Product Chart


ELM Flyers


Entrance/Exit Forms


Fact Sheets & Repay Chart


FFELP Brochure


Glossary Terms/Responsibilities


Life 101 Magazine


Hotline Postcards


Interest Rate Poster


JUMP Brochures


JUMP Spanish Brochure


LAWLOAN Flyer – Standard


LAWLOAN Flyer - Preferred


LAWLOAN Flyer - Premier


LAWLOAN - Premier Brochures


LAWLOAN - Preferred Brochures


LAWLOAN - Standard Brochures


Life 101 Magazine


MBA LOAN Flyer – Standard


MBA LOAN Flyer - Premier


 


27





















 


MBA - Premier Brochures


MBA - Standard Brochures


Med Ex Slick


Medloans Cashback Slick


Medloans Flier


Multiloan Brochure #2733


Plus MPN Brochure


PLUS/PAS Brochure


PLUS/PAS Brochure - NON-SLMA


Power of Education Posters


Private Loan Counseling Slick


RED Zone Flyers


RED Zone Posters


Retail Package Sheet


Signature Applications - EDMC


Signature Brochures - Standard


Signature Brochures - Premier


Signature Brochures - Preferred


Signature Express Slick


StudentLoanNet.com website brochure


Tax Benefits for Higher Education Insert


Transfer Student Brochure


True Careers Buckslip - Campus


True Careers Buckslip – College


 


8.              The
following equipment located at 8350 Craig Street, Indianapolis, IN.:


 


eMac
G4 700 (SN # YM309PVZNTA)


Power Mac G5 1.8 GHz (SN
# YM337BNFNVR)


Power Mac G5 1.8 GHz (SN
# YM337BNGNVR)


Apple Cinema Display 23”
(SN # CY33608BLFA)


Apple Cinema Display 23”
(SN # CY3360A7LFA)


Phaser 4400N (SN # LDT010133)


Phaser 790 (SN # VF6-003507)


Kanguru CD Duplicator (5
Disc) (SN # C213733)


Kanguru CD Duplicator
(100 Disc) (SN # 6551-10336008)


HP
Laserjet 4 (SN # JPFK001448)


Brother
FAX MFC1970MC (SN # B07386553)


Laminator
(SN # OJG5500)


G4 Mac
(SN # XB025567)


Monitor/NCR
SN # 1900412TA


G4 Mac
SN #XB143032KSL


Monitor
(Diamontrone) (SN # 906A06071)


Zip
(SN # PSBL38EJ00)


Imation
Floppy (SN # 0295292)


Scanner
(SN # HAH0030021084)


 


28





















 


Snap
Server (SN #FCC14BA322)


 


9.              The
following software, to the extent owned by the Sallie Mae Parties, used in
connection with the computers listed in 8 above:


 


Extensis
pxl SmartScale (2)


Adobe
Creative Suite Premium (3)


Microsoft
Office 2004 Standard (3)


Nova
Dev. Art Explosion 750,000


Aladdin
Systems StuffIt Deluxe (3)


Macromedia
Flash MX Pro 2004 (2)


Quark
Xpress 6 (3)


Suitcase
X1 1 user (3)


Retrospect
Desktop V6.0 (2)


Stock
Photography CDs


Stock
Art CDs (10)


Pantone
Ultimate Survival Kit (3)


 


10.        Business
telephones, all in one fax, printer, and scanner machines, office furniture,
and supplies in the possession of the EOG Employees remote sales
representatives.


 


11.        The
following miscellaneous items:


 


Booths:      7 Tabletops (2 panel)

2 Full-size - 10 feet

2 – 20’ – used for national conferences – stored offsite @ Hamilton Exhibits
Indianapolis, IN


Canisters
– Brass and Wicker baskets used for conferences mints and door prize tickets


Tablecloths
– 12 w/Bank One logo used on tables for state and regional conferences


 


Excluded Property


 


1.                                       All
automobiles used by EOG Employees; and


2.                                       All
furniture used by EOG Employees located at 8350 Craig Street, Indianapolis, IN.


 


29





















 


SCHEDULE 3

[List of Great Lakes Schools]


 


	
  School

  	
   

  	
  Branch

  	
   

  	
  School Name

  	
   

  	
  ST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 


30





















 


SCHEDULE 4


[List of Marketing Agreements Relating to
Education One Loans]


 


1.               Direct
Marketing Services Agreement between Education One Group, Inc. and LMD
Marketing of Missouri, Inc., dated 3/01/2003;


 


2.               An
Amendment dated 10/31/2003 to the Direct Marketing Services Agreement between
Education One Group, Inc. and LMD Marketing of Missouri, Inc., dated 3/01/2003;


 


3.               A Cost Proposal - Final between “Summit Marketing”
and Education One Group, Inc. dated 4/28/04 for the Direct Marketing Services
Agreement between Education One Group, Inc. and LMD Marketing of Missouri, Inc.
dated 3/01/2003, as amended.


 


4.               Private
Student Loan Marketing Agreement between Education One Group, Inc. and
LendingTree, Inc., dated 11/20/2003;


 


5.               A
letter agreement, to market Education One Loans to Target Financial Services,
between Education One Group, Inc., and Bank One, NA, dated 4/22/2004; and


 


6.               Contract
for Publishing Services between The Nautilus Publishing Company and Education
One Group, Inc., dated 3/3/2004


 


31





















 


SCHEDULE 5


 


[Education One Loan Marketing Plan]


 


32





















 


CONSUMER
SALES/MARKETING PLAN 2004


 


	
  Action Plan

  	
   

  	
  Target

  Date

  	
   

  	
  Marketing

  Budget

  	
   

  	
  Impression

  $

  	
   

  	
  Sales

  Volume

  	
   

  	
  Ed One

  Revenue

  	
   

  
	
  Direct Mail/Spring Campaign

  	
   

  	
  March ‘04

  	
   

  	
  $

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Direct Mail/PLUS

  	
   

  	
  March ‘04

  	
   

  	
  $

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Direct Mail – Parent Loan

  	
   

  	
  April ‘04

  	
   

  	
  $

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Direct Mail/Summer Campaign

  	
   

  	
  June-Sept

  	
   

  	
  $

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Direct Mail/Fall Campaign

  	
   

  	
  Nov-Dec

  	
   

  	
  $

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Savings/DDA inserts

  	
   

  	
  TBD

  	
   

  	
  $

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  Affinity Marketing i.e. Target

  	
   

  	
  2nd
  quarter

  	
   

  	
  $

  	
  [**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  and any other supporting materials

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


33





















 


SCHEDULE 6


 


[Form of Monthly Education One Loan Disbursement
Report]


 


34





















 


Education
One Consumer Loan - Origination Summary

Calendar Year to Date through June 30, 2004

($ in millions)


 


	
  Month

  	
   

  	
  Actual

  	
   

  	
  Plan

  	
   

  	
  % Variance

  to Plan

  	
   

  	
  Prior

  Year

  	
   

  	
  % Variance

  to Prior Year

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  February

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1st Quarter

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2nd Quarter

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June YTD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3rd Quarter

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4th Quarter

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


35





















 


Education
One Consumer Loan - Revenue Summary

Calendar Year to Date through June 30, 2004

($ in millions)


 


	
  Month

  	
   

  	
  Actual

  	
   

  	
  Plan

  	
   

  	
  % Variance

  to Plan

  	
   

  	
  Prior

  Year

  	
   

  	
  % Variance

  to Prior Year

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  February

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1st Quarter

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2nd Quarter

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June YTD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3rd Quarter

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4th Quarter

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


36





















 


SCHEDULE 7


[Insert Indiana Custom Deal Letter]


 


37





















 


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.


 


38





















 


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 in effect for Academic Year
2004/2005.  These loan programs are
reviewed on an annual basis


 


39





















 


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.


 


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

  	
   

  	
  [**]

  	
  %

  	
  [**]

  	
  %

  	
  [**]

  	
  %

  



 


40





















 


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

  	
   

  	
  [**]

  	
  %

  	
  [**]

  	
  %

  	
  [**]

  	
  %

  



 


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


 


41





















 


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 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.


 


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.  


 


42





















 


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)


•                              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.


 


43





















 


•                              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.


•                              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.


 


44





















 


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 made 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 one time. 
(Note: this interest rate reduction cannot exceed the actual interest
rate on the loan at the time the benefit is earned.)


 


•                              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.


 


45





















 


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 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 repayments.


•                              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.


 


46





















 


•                              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.


 


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


 


47





















 


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.


 


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.


 


48





















 


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 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.


 


49





















 


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.


 


•                              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.


 


50





















 


•                              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.


 


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


 


51





















 


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.


 


52





















 


Summary


 


Sallie Mae is confident
that through this comprehensive solution you 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

  



 


53





















 


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 Indiano 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.


 


54





















 


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

  



 


55





















 


SCHEDULE 8


 


BILL OF SALE AND ASSIGNMENT OF INTERESTS IN ASSETS


 


This
Bill of Sale and Assignment of Interests in Assets (the “Bill of Sale”) is
executed effective as of the           
day of                                          ,
2004 (“Effective Date”) by and between Education One Group, Inc. (“Seller”), an
Indiana corporation, and Bank One, National Association (“Purchaser”), a
national banking association.


 


WITNESSETH:


 


WHEREAS,
Purchaser and Seller, among others, are parties to that certain Settlement
Agreement and Release (“Settlement Agreement”) dated as of July 30, 2004;
and


 


WHEREAS,
the parties hereto desire to execute a document to record and evidence the
transfer and sale of those assets identified in the Settlement Agreement that
are being sold and transferred by Seller to Purchaser.


 


NOW,
THEREFORE, pursuant to section 4 of the Settlement Agreement and in
consideration of [**] Dollars ($[**]), the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller hereby sells, assigns and transfers to Purchaser, and Purchaser
hereby purchases from Seller, as of the Effective Date, any and all of the
Seller’s interest in and to the Transferred Property set forth in Exhibit A
hereto.


 


The
Seller herby represents and warrants to the Purchaser as of the Effective Date,
to the extent owned, leased, or licensed by Seller and subject to any
restrictions on assignment and other legal limitations contained within any
such license or lease agreement, that:


 


(a)                                There
are no existing options, commitments or rights with, of or to any person to
acquire any of the Transferred Property or any interest therein.


 


(b)                               The
Seller has good, valid and marketable title in and to all of the Transferred
Property, free and clear of all mortgages, liens, pledges, and security
interests, of any nature whatsoever.


 


(c)                                To
the extent that the Seller’s rights with respect to any of the Transferred
Property may not be assigned without the consent of a third party (a “Required
Consent”) or notice to a third party (a “Required Notice”), then: (a) Seller
and Purchaser shall work together to give any Required Notices in connection
with the transfer of such property to Purchaser; and (b) Seller and Purchaser
shall work together to use commercially reasonable efforts to obtain any such
Required Consents. Seller and Purchaser will provide each other with
documentation of any Required Notice, and request for and/or receipt of any
Required Notice. Failure to obtain any such Required Consent shall not
constitute an agreement on the part of Seller and Purchaser to breach the
agreement with such third party that required such Required Consent.  Purchaser agrees to cooperate with


 


56





















 


Seller
in obtaining such Required Consents. In the event that, despite the parties’
commercially reasonable efforts to do so a Required Consent is not obtained,
then Purchaser shall negotiate in good faith with the third party from which
such Required Consent is required to obtain the right to use the Transferred
Property in question. In the event such efforts of Purchaser are unsuccessful,
Purchaser shall either (a) return such item of Transferred Property to Seller;
or (b) agree, with Seller’s consent, which will not unreasonably be withheld,
to assume the risk associated with the transfer of such item of Transferred
Property and agree to hold Seller harmless from same.


 


(d)                                 The
Transferred Property sold pursuant to this Bill of Sale is SOLD WITHOUT ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND EXCEPT AS SET FORTH HEREIN.  SELLER HEREBY EXPRESSLY DISCLAIMS ALL OTHER
REPRESENTATIONS AND WARRANTIES INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


 


Capitalized
terms used but not defined herein shall have the meanings ascribed thereto in
the Settlement Agreement.


 


IN
WITNESS WHEREOF, each of the undersigned, by its respective duly authorized
officer has set his hand effective as of the day and year first noted above.


 


	
   

  	
  EDUCATION ONE
  GROUP, INC.

  
	
   

  	
  (“Seller”)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Printed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK ONE,
  NATIONAL ASSOCIATION

  
	
   

  	
  (“Purchaser”)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


57





















 


EXHIBIT A


 


[See Schedule 2 to the Settlement Agreement and Release]


 


58