Exhibit 10.5



 Exhibit 10.5 
 Execution Copy 
 AMENDMENT NO. 1 TO NOTE PURCHASE AND SECURITY
AGREEMENT 
 This AMENDMENT NO. 1, is made as of January 14, 2011 (this “Amendment”), to
the Note Purchase Agreement (as defined below), by and among TOWN HALL FUNDING I, a statutory trust duly organized under the laws of the State of Delaware, as the trust (the “Trust”), SALLIE MAE, INC., a
Delaware corporation, as administrator (the “Administrator”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as the eligible lender trustee (the “Eligible
Lender Trustee”), J.P. MORGAN SECURITIES LLC (formerly known as J.P. Morgan Securities Inc.) and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (as successor by merger to Banc of America Securities LLC), as
lead arrangers (the “Lead Arrangers”), the CONDUIT LENDERS, the ALTERNATE LENDERS and the LIBOR LENDERS party hereto, JPMORGAN CHASE BANK, N.A., a national banking association, BANK OF AMERICA,
N.A., a national banking association, BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales, THE ROYAL BANK OF SCOTLAND PLC, a bank organized under the laws of Scotland, DEUTSCHE BANK AG, NEW
YORK BRANCH, a German banking corporation acting through its New York Branch, ALPINE SECURITIZATION CORPORATION, a Delaware corporation, and ROYAL BANK OF CANADA, a Canadian chartered bank acting through its New York Branch, each
as agent on behalf of its related LIBOR Lender and/or its related Conduit Lenders, Alternate Lenders and Program Support Providers (collectively, the “Managing Agents”), JPMORGAN CHASE BANK, N.A., as syndication agent
(in such capacity, the “Syndication Agent”), and BANK OF AMERICA, N.A., as the administrative agent for the Conduit Lenders, Alternate Lenders, LIBOR Lenders and Managing Agents (in such capacity, the
“Administrative Agent”). Capitalized terms, unless otherwise defined herein shall have the meanings set forth in the Note Purchase Agreement. 
 W I T N E S S E T H 
 WHEREAS, the Trust, the Administrator, the Eligible Lender Trustee, the Lead Arrangers, the Conduit Lenders, the Alternate Lenders, the LIBOR Lenders, the Managing Agents, the Administrative Agent and the
Syndication Agent are parties to that certain Note Purchase and Security Agreement, dated as of January 15, 2010 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Note Purchase
Agreement”) and the parties hereto wish to amend the Note Purchase Agreement on the terms, and subject to the conditions, set forth below; and 
 WHEREAS, this Amendment is being executed and delivered pursuant to and in accordance with Section 10.01 of the Note Purchase Agreement. 

  
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 NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the
parties hereto hereby agree as follows: 
 ARTICLE I 
 AMENDMENTS 
 SECTION 1.01. Amendment of Definitions. 

(a) The definition of “Administrative Agent and Syndication Agent Fee Letter” in Section 1.01 of the Note Purchase
Agreement is hereby replaced in its entirety as follows: 
 “Administrative Agent and Syndication
Agent Fee Letter” means the Amended and Restated Administrative Agent and Syndication Agent Fee Letter, dated as of January 14, 2011, among the Trust, the Administrative Agent and the Syndication Agent. 

(b) The definition of “Amendment No. 1 Effective Date” is hereby added to Section 1.01 of the Note Purchase Agreement
in alphabetical order as follows: 
 “Amendment No. 1 Effective Date” means
January 14, 2011. 
 (c) The definition of “Amendment No. 1 Initial Pool” is hereby added to
Section 1.01 of the Note Purchase Agreement in alphabetical order as follows: 
 “Amendment
No. 1 Initial Pool” means the pool of FFELP Loans owned by the Trust immediately prior to the Amendment No. 1 Effective Date as identified by the Administrator to the Administrative Agent and the Managing Agents on the
Amendment No. 1 Effective Date. 
 (d) The definition of “Borrower Benefit Amount” in Section 1.01 of the
Note Purchase Agreement is hereby replaced in its entirety as follows: 
 “Borrower Benefit
Amount” means the sum of: 
 (a) expected net present value of the product of (1) the sum of (A) the
excess of (x) the weighted average interest rate reduction as described in clause (i) of the definition of Borrower Benefit Programs on all Eligible FFELP Loans that are Post-Legislation Consolidation Loans sold to the Trust on such
Advance Date, over (y) 0.075%, and (B) the excess of (x) the weighted average interest rate reduction as described in clause (i) of the definition of Borrower Benefit Programs on all Eligible FFELP Loans that are not
Post-Legislation Consolidation Loans sold to the Trust on such Advance Date, over (y) 0.250%, and (2) the aggregate Principal Balance of all Eligible FFELP Loans sold to the Trust on such Advance Date; 

(b) expected net present value of the product of (1) the sum of (A) the weighted average rebate as described in clause
(ii) of the definition of Borrower Benefit Programs relating to all Eligible FFELP Loans that are Post-Legislation Consolidation Loans sold to the Trust on such Advance Date, and (B) the excess of (x) the weighted average rebate as
described in clause (ii) of the definition of Borrower Benefit Programs relating to all Eligible FFELP Loans that are not Post-Legislation Consolidation Loans sold to the Trust on such Advance Date, over (y) 0.200%; and (2) the
aggregate original loan amount of all Eligible FFELP Loans sold to the Trust on such Advance Date; and 

  
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 (c) expected net present value of the product of (1) the sum of (A) the excess of
(x) the weighted average interest rate reduction as described in clause (iii) of the definition of Borrower Benefit Programs on all Eligible FFELP Loans that are Post-Legislation Consolidation Loans sold to the Trust on such Advance Date,
over (y) 0.010%, and (B) the excess of (x) the weighted average interest rate reduction as described in clause (iii) of the definition of Borrower Benefit Programs on all Eligible FFELP Loans that are not Post-Legislation
Consolidation Loans sold to the Trust on such Advance Date, over (y) 0.200%; and (2) the aggregate Principal Balance of all Eligible FFELP Loans sold to the Trust on such Advance Date. 

(e) The definition of “Capitalized Interest Account Specified Balance” in Section 1.01 of the Note Purchase Agreement is
hereby replaced in its entirety as follows: 
 “Capitalized Interest Account Specified
Balance” means, as of any date of determination, the sum of (i) for each Eligible FFELP Loan that is a Trust Student Loan included in the Amendment No. 1 Initial Pool, the product of 3.15% multiplied by the Principal
Balance thereof as of such date of determination, and (ii) for each Eligible FFELP Loan that becomes a Trust Student Loan and is not included in the Amendment No. 1 Initial Pool, the product of 5.90% multiplied by the Principal Balance
thereof as of such date of determination. 
 (f) The definition of “Cavalier Omnibus Waiver and Consent and Guaranty”
is hereby added to Section 1.01 of the Note Purchase Agreement in alphabetical order as follows: 

“Cavalier Omnibus Waiver and Consent and Guaranty” means the Omnibus Waiver and Consent and
Guaranty, dated as of January 14, 2011, among SLM Education Credit Finance Corporation, SLM Corporation and Sallie Mae, Inc., in favor of Bank of America, N.A., as administrative agent, relating to Cavalier Funding 1 LLC. 

(g) The definition of “Co-Valuation Agents” in Section 1.01 of the Note Purchase Agreement is hereby replaced in its
entirety as follows: 
 “Co-Valuation Agents” means J.P. Morgan Securities LLC (formerly
known as J.P. Morgan Securities Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated (as successor by merger to Banc of America Securities LLC) and Barclays Bank PLC, or any other entity appointed as successor Co-Valuation Agent
pursuant to the Valuation Agent Agreement. 
 (h) Clause (c) of the definition of “Eligible FFELP Loan” in
Section 1.01 of the Note Purchase Agreement is hereby replaced in its entirety as follows: 
 (c) (i)
such Student Loan is a Stafford Loan, an SLS Loan, a PLUS Loan, a Consolidation Loan originated prior to October 1, 2007, or a Post-Legislation Consolidation Loan so long as such Post-Legislation Consolidation Loan is owned as of the Amendment
No. 1 Effective Date by SLM Corporation or one of its direct or indirect subsidiaries, and (ii) the Obligor thereof was an Eligible Obligor at the time such Student Loan was originated; 

  
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 (i) The definition of “Eligible Lender Trustee Agreements” is hereby added to
Section 1.01 of the Note Purchase Agreement in alphabetical order as follows: 
 “Eligible Lender
Trustee Agreements” means (i) the VL Funding Eligible Lender Trustee Agreement, dated as of April 24, 2009, between The Bank of New York Mellon Trust Company, National Association, as eligible lender trustee on behalf of VL
Funding LLC, and VL Funding LLC, (ii) the VK Funding Eligible Lender Trustee Agreement, dated as of April 16, 2010, between The Bank of New York Mellon Trust Company, National Association, as eligible lender trustee on behalf of VK
Funding LLC, and VK Funding LLC, and (iii) the Cavalier Funding 1 LLC Eligible Lender Trustee Agreement, dated as of January 14, 2011, between The Bank of New York Mellon Trust Company, National Association, as eligible lender trustee on
behalf of Cavalier Funding 1 LLC, and Cavalier Funding 1 LLC. 
 (j) The definition of “Lead Arrangers” in
Section 1.01 of the Note Purchase Agreement is hereby replaced in its entirety as follows: 

“Lead Arrangers” means J.P. Morgan Securities LLC (formerly known as J.P. Morgan Securities Inc.)
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as successor by merger to Banc of America Securities LLC). 

(k) The definition of “Lenders Fee Letter” in Section 1.01 of the Note Purchase Agreement is hereby replaced in its
entirety as follows: 
 “Lenders Fee Letter” means the Amended and Restated Lenders Fee
Letter, dated as of January 14, 2011, among the Trust and the Managing Agents from time to time party thereto. 
 (l) The
definition of “Liquidity Expiration Date” in Section 1.01 of the Note Purchase Agreement is hereby replaced in its entirety as follows: 
 “Liquidity Expiration Date” means January 13, 2012, or if such date is extended pursuant to Section 2.16(a), the date to which it is so extended.

 (m) The definition of “Maximum Financing Amount” in Section 1.01 of the Note Purchase Agreement is hereby
replaced in its entirety as follows: 
 “Maximum Financing Amount” means at
any time on or after (i) the Amendment No. 1 Effective Date and prior to January 13, 2012, $2,500,000,000, (ii) January 13, 2012 and prior to January 11, 2013, $1,666,666,666.67, and
(iii) January 11, 2013, $833,333,333.33, as such amount may be adjusted from time to time pursuant to Sections 2.03 and 2.21. 

  
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 (n) The definition of “Non-Rated Lender” in Section 1.01 of the Note Purchase
Agreement is hereby replaced in its entirety as follows: 
 “Non-Rated Lender” means, as
of any date of determination, any Alternate Lender, LIBOR Lender or Committed Conduit Lender which does not satisfy any of the following: (i) has a short-term unsecured indebtedness rating of at least “A-1” by S&P, if S&P is
then a Rating Agency in respect of the Class A Notes, and “Prime-1” by Moody’s, if Moody’s is then a Rating Agency in respect of the Class A Notes, (ii) has a Lender Guarantor which has a short-term unsecured
indebtedness rating of at least “A-1” by S&P, if S&P is then a Rating Agency in respect of the Class A Notes, and “Prime-1” by Moody’s, if Moody’s is then a Rating Agency in respect of the Class A
Notes, or (iii) has a Qualified Program Support Provider. 
 (o) The definition of “Omnibus Amendment and
Reaffirmation” in Section 1.01 of the Note Purchase Agreement is hereby replaced in its entirety as follows: 
 “Omnibus Amendment and Reaffirmation” means the Amended and Restated Omnibus Amendment and Reaffirmation dated as of January 14, 2011, among the Trust, the
Eligible Lender Trustee, the Interim Eligible Lender Trustee, the Depositor, the Master Depositor, each Seller, Sallie Mae, Inc., SLM Corporation and the Administrative Agent. 
 (p) The definition of “Post-Legislation Consolidation Loan” is hereby added to Section 1.01 of the Note Purchase Agreement in alphabetical order as follows: 

“Post-Legislation Consolidation Loan” means a Consolidation Loan originated on or after
October 1, 2007. 
 (q) The definition of “Qualified Program Support Provider” in Section 1.01 of the Note
Purchase Agreement is hereby replaced in its entirety as follows: 
 “Qualified Program Support
Provider” means, with respect to a Committed Conduit Lender, any Program Support Provider to such Conduit Lender which has a Program Support Agreement in a form acceptable to the Rating Agencies and has a short-term unsecured
indebtedness rating of at least “A-1” by S&P, if S&P is then a Rating Agency in respect of the Class A Notes, and “Prime-1” by Moody’s, if Moody’s is then a Rating Agency in respect of the Class A
Notes. 
 (r) The definition of “Rating Agencies” in Section 1.01 of the Note Purchase Agreement is hereby
replaced in its entirety as follows: 
 “Rating Agencies” means (x) with respect to
the CP of any Conduit Lender, each of Moody’s, S&P and Fitch, to the extent it is then rating such CP at the request of such Conduit Lender, and (y) otherwise, any one of Moody’s or S&P, whichever is then rating the
Class A Notes at the request of the Administrator. 

  
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 (s) The definition of “Required Ratings” in Section 1.01 of the Note Purchase
Agreement is hereby replaced in its entirety as follows: 
 “Required Ratings” means,
with respect to the Class A Notes, “Aaa” by Moody’s or “AAA” by S&P. 
 (t) The
definition of “Scheduled Maturity Date” in Section 1.01 of the Note Purchase Agreement is hereby replaced in its entirety as follows: 
 “Scheduled Maturity Date” means January 10, 2014, or if such date is extended pursuant to Section 2.16(b), the date to which it is so extended. 

(u) The definition of “S&P” in Section 1.01 of the Note Purchase Agreement is hereby replaced in its entirety as
follows: 
 “S&P” means Standard & Poor’s Ratings Services, a
Standard & Poor’s Financial Services LLC business. 
 (v) The definition of “Seller Interim Trust
Agreements” in Section 1.01 of the Note Purchase Agreement is hereby replaced in its entirety as follows: 
 “Seller Interim Trust Agreements” means (i) the interim trust agreement, dated February 29, 2008, between the Interim Eligible Lender Trustee and VG Funding, LLC, and
(ii) the interim trust agreement, dated February 29, 2008, between the Interim Eligible Lender Trustee and Phoenix Fundings LLC. 
 (w) The definition of “Sellers” in Section 1.01 of the Note Purchase Agreement is hereby replaced in its entirety as follows: 

“Sellers” means one or more of SLM Education Credit Finance Corporation, VG Funding, LLC, VL
Funding LLC, Mustang Funding I, LLC, Mustang Funding II, LLC, Phoenix Fundings LLC, VK Funding LLC, Cavalier Funding 1 LLC and the Related SPE Sellers, and such other subsidiaries of SLM Corporation as may be agreed upon by the Required Managing
Agents (provided, however, that if a proposed seller is a special purpose subsidiary of SLM Corporation for which the Master Servicer is responsible for any repurchase obligations, only the consent of the Administrative Agent shall be
required) and with respect to which the requirements of Section 4.04 have been satisfied. 
 (x) The definition of
“Side Letter” in Section 1.01 of the Note Purchase Agreement is hereby replaced in its entirety as follows: 
 “Side Letter” means the Amended and Restated Side Letter, dated as of January 14, 2011, among the Trust, the Administrator, the Administrative Agent, the Managing Agents,
the Eligible Lender Trustee and certain other financial institutions party thereto. 

  
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 (y) The definition of “Subservicer” in Section 1.01 of the Note Purchase
Agreement is hereby replaced in its entirety as follows: 
 “Subservicer” means, on the
Amendment No. 1 Effective Date, Great Lakes Educational Loan Services, Inc., ACS Education Services, Inc., Education Loan Servicing Corporation, doing business as Xpress Loan Servicing, Pennsylvania Higher Education Assistance Agency, Citibank
(South Dakota), N.A., Nelnet Inc., and, thereafter, in addition, any subservicer appointed by the Master Servicer pursuant to the Servicing Agreement of the Master Servicer. 
 (z) The definition of “Transaction Documents” in Section 1.01 of the Note Purchase Agreement is hereby replaced in its entirety as follows: 

“Transaction Documents” means, collectively, this Agreement, the Trust Agreement, the
Administration Agreement, each Servicing Agreement, each Purchase Agreement, the Conveyance Agreement, the Sale Agreement, the Tri-Party Transfer Agreement, each Permitted SPE Sale Agreement, all Guarantee Agreements, each Interim Trust Agreement,
each Eligible Lender Trustee Agreement, the Valuation Agent Agreement, the Guaranty and Pledge Agreement, the Indemnity Agreement, the Revolving Credit Agreement, the Power of Attorney, the Fee Letters, the Side Letter, the Omnibus Waiver and
Consent, the VK Omnibus Waiver and Consent and Guaranty, the Cavalier Omnibus Waiver and Consent and Guaranty, the SLM Guaranty, the Omnibus Amendment and Reaffirmation, and all other instruments, fee letters, documents and agreements executed in
connection with any of the foregoing. 
 (aa) The definition of “Valuation Agent Agreement” in Section 1.01 of
the Note Purchase Agreement is hereby replaced in its entirety as follows: 
 “Valuation Agent
Agreement” means the Amended and Restated Valuation Agent Agreement, dated as of January 15, 2010, among the Trust, the Administrator, the Administrative Agent and the Co-Valuation Agents. 

(bb) The definition of “Valuation Agent Fee Letter” in Section 1.01 of the Note Purchase Agreement is hereby replaced in
its entirety as follows: 
 “Valuation Agent Fee Letter” means the Amended and Restated
Valuation Agent Fee Letter, dated as of January 14, 2011, among the Trust and the Co-Valuation Agents, setting forth the Co-Valuation Agents Fees. 
 (cc) The definition of “VK Omnibus Waiver and Consent and Guaranty” is hereby added to Section 1.01 of the Note Purchase Agreement in alphabetical order as follows: 

“VK Omnibus Waiver and Consent and Guaranty” means the Amended and Restated Omnibus Waiver and
Consent and Guaranty relating to VK Funding LLC, dated as of January 14, 2011, among SLM Education Credit Finance Corporation, SLM Corporation and Sallie Mae, Inc., in favor of Bank of America, N.A., as administrative agent. 

  
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 SECTION 1.02. Amendment of Section 2.15(a)(I). 

Section 2.15(a)(I) of the Note Purchase Agreement is hereby amended by deleting the words “Affected Entity” and
substituting the words “Affected Party” in lieu thereof. 
 SECTION 1.03. Amendment of
Section 4.02(c). 
 Section 4.02(c) of the Note Purchase Agreement is hereby deleted in its entirety. 

SECTION 1.04. Amendment of Section 6.01(c)(ii)(D). 

Section 6.01(c)(ii)(D) of the Note Purchase Agreement is hereby replaced in its entirety as follows: 

(D) not inconsistent with the factual assumptions set forth in (1) the opinion letter issued as of the Closing Date
by Bingham McCutchen LLP to the Secured Creditors, (2) the opinion letter issued as of April 16, 2010 by Bingham McCutchen LLP to the Secured Creditors or (3) the opinion letter issued as of the Amendment No. 1 Effective Date by
Bingham McCutchen LLP to the Secured Creditors, each relating to the issues of substantive consolidation. 
 SECTION 1.05.
Amendment of Section 6.30. Section 6.30 of the Note Purchase Agreement is hereby replaced in its entirety as follows: 
 Section 6.30 Releases. Each time that an aggregate Principal Balance of Trust Student Loans (that are owned by the Trust and the Related SPE Trusts on the Amendment No. 1 Effective Date) that
are or have been transferred pursuant to one or more Permitted Releases by the Trust and/or the Related SPE Trusts exceeds $630,000,000, the Administrator on behalf of the Trust shall provide each Rating Agency such information that they may
reasonably require ten (10) Business Days prior to the Permitted Release and obtain a ratings affirmation letter from each Rating Agency as soon as practicable thereafter; provided, however, that no letter need be obtained if at
such time a Rating Agency does not require that its rating be reaffirmed. For the avoidance of doubt, any Trust Student Loan included in the calculation of a $630,000,000 threshold shall not be included in future calculations for determining
the date upon which an additional ratings affirmation letter may need to be obtained. 
 SECTION 1.06. Amendment of
Section 7.02. 
 (a) Section 7.02(s) of the Note Purchase Agreement is hereby replaced in its entirety as follows:

 (s) the Class A Notes shall have none of the Required Ratings; 

(b) Section 7.02(t) of the Note Purchase Agreement is hereby amended by replacing the period (“.”) appearing at the end of
such Section with “; or”. 

  
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 (c) Section 7.02(u) is hereby added to the Note Purchase Agreement immediately
following Section 7.02(t) as follows: 
 (u) (1) SLM Education Credit Finance Corporation shall fail to
comply with clause (u) of Section 10.01(a) in connection with the amendment, alteration, change or deletion of the definition of “Independent Manager” or any of the “Special Purpose Provisions” (each as defined
in the related organizational document), or (2) any Person shall be appointed as an “Independent Manager” (as defined in the related organizational document) of the Depositor other than in strict compliance with the requirements
therefor set forth in the Depositor’s Amended and Restated Limited Liability Company Operating Agreement, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof. 

SECTION 1.07. Amendment of Article IX. Article IX of the Note Purchase Agreement is hereby amended by inserting a new
Section 9.11 in numerical order as follows: 
 Section 9.11 Compliance with Rule 17g-5. Each of the Lenders,
the Managing Agents, the Lead Arrangers, the Syndication Agent, the Co-Valuation Agents and the Administrative Agent agrees that (i) each such Person shall be responsible for its own compliance with Rule 17g-5 promulgated by the U.S. Securities
and Exchange Commission, including, without limitation, any requirement to provide information regarding any CP to any Rating Agency or any other nationally recognized statistical rating organization, and (ii) neither this Agreement nor any
other Transaction Document shall constitute a contract by or with any other party hereto or its Affiliates to provide information to a nationally recognized statistical rating organization on behalf of any such Person or its Affiliates. 

SECTION 1.08. Amendment of Section 10.12(a). 
 (a) Section 10.12(a)(vi) of the Note Purchase Agreement is hereby replaced in its entirety as follows: 
 (vi) to any Rating Agency rating the Class A Notes, the CP of the Conduit Lenders or rating SLM Corporation, or any nationally recognized statistical rating organization in connection with any
Conduit Lender’s compliance with Rule 17g-5 promulgated by the U.S. Securities and Exchange Commission; 
 (b)
Section 10.12(a)(vii) of the Note Purchase Agreement is hereby relabeled Section 10.12(a)(viii) and the following Section 10.12(a)(vii) is inserted in numerical order: 

(vii) to any administrative agent, sub-administrative agent, administrator, sub-administrator, administrative trustee,
sub-administrative trustee or any entity serving in a similar capacity for any Conduit Lender; and 
 SECTION 1.09.
Amendment of Exhibit A. 
 Exhibit A to the Note Purchase Agreement is hereby restated in its entirety as set forth on
Exhibit A to this Amendment (it being understood that any Person previously party to the Note Purchase Agreement or previously party thereto in a particular capacity that is not listed on such


  
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Exhibit A or is not listed therein in such capacity shall cease to be a party to the Note Purchase Agreement or cease to be a party thereto in such capacity, as applicable, from and after the
date hereof). 
 SECTION 1.10. Amendment of Exhibit M. 

Exhibit M to the Note Purchase Agreement is hereby restated in its entirety as set forth on Exhibit M to this Amendment. 

ARTICLE II 

WAIVERS 

SECTION 2.01. Applicability of Section 2.16(b). The parties hereto do hereby agree that the notice period requirements
set forth in Section 2.16(b) of the Note Purchase Agreement shall not apply to the amendment of the definition of “Scheduled Maturity Date” as set forth in Section 1.01 of this Amendment. 

SECTION 2.02. Applicability of Section 10.01(a). The parties hereto do hereby agree that the Rating Agency Condition
requirement with respect to the Class A Notes set forth in Section 10.01(a) of the Note Purchase Agreement shall be satisfied with respect to the amendments specified herein in respect of the Class A Notes upon receipt of a statement
in writing from Moody’s that the amendments specified herein will not result in a withdrawal or reduction of the ratings of the Class A Notes. For the avoidance of doubt, the satisfaction of the Rating Agency Condition with respect to the
amendments specified herein shall apply with respect to the CP of each Conduit Lender on the terms specified in the definition of “Rating Agency Condition” as set forth in the Note Purchase Agreement. 

ARTICLE III 

MISCELLANEOUS 

SECTION 3.01. Conditions Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the
following conditions precedent (and each party, by the execution hereof and delivery of its signature hereto, hereby acknowledges that all such conditions precedent have been satisfied or waived): 

(a) execution and delivery of this Amendment by all parties hereto; 

(b) satisfaction of the Rating Agency Condition (subject to Section 2.02 above); 

(c) receipt by each Managing Agent, in immediately available funds, of its share of the Consent Fee on the date hereof in accordance with
the terms of, and as defined in, the Lenders Fee Letter (after giving effect to the amendment and restatement thereof on the date hereof) and all others fees and expenses due and payable to such Managing Agent or any of the Lenders in its Facility
Group on or prior to the date hereof, in the case of expenses, to the extent invoiced as of the Business Day prior to date hereof; 

  
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 (d) receipt by each of the Lead Arrangers, the Co-Valuation Agents, the Administrative
Agent, the Syndication Agent and the Eligible Lender Trustee, in immediately available funds, of all fees and expenses due and payable to each such Person on or prior to the date hereof, in the case of expenses, to the extent invoiced as of the
Business Day prior to date hereof; 
 (e) receipt by the Administrative Agent and each Managing Agent, in form and substance
satisfactory to the Administrative Agent and each such Managing Agent, of each of the items listed on Schedule I hereto; 

(f) the Managing Agents having completed satisfactory legal due diligence in respect of the Trust and SLM Corporation and its Affiliates;
and 
 (g) receipt by the Administrative Agent of satisfactory evidence that the other FFELP Loan Facilities have been amended
on terms substantially similar to those set forth in this Amendment. 
 SECTION 3.02. Representations and
Warranties. The Administrator (on behalf of the Trust) makes the following representations and warranties for the benefit of the Administrative Agent and the Secured Creditors as of the date of this Amendment: (i) each of the
representations and warranties contained in the Note Purchase Agreement is true and correct and (ii) no Amortization Event, Termination Event, Servicer Default or, to the best of the Trust’s or the Administrator’s knowledge, Potential
Termination Event has occurred and is continuing after giving effect to this Amendment. 
 SECTION 3.03. Transaction
Documents. On and after the date hereof, any reference to the Note Purchase Agreement in any Transaction Document shall be deemed to refer to the Note Purchase Agreement as amended by this Amendment and each of the parties hereto agrees that,
for all purposes, this Amendment shall constitute a “Transaction Document” under and as defined in the Note Purchase Agreement. 
 SECTION 3.04. No Course of Dealing. The Administrative Agent, the Conduit Lenders, the LIBOR Lenders, the Alternate Lenders and the Managing Agents have entered into this Amendment on the
express understanding with the Trust and the Administrator that in entering into this Amendment, the Administrative Agent, the Conduit Lenders, the LIBOR Lenders, the Alternate Lenders and the Managing Agents are not establishing any course of
dealing with the Trust or the Administrator. Other than as amended or modified by the terms of this Amendment, the Administrative Agent’s, the Conduit Lenders’, the LIBOR Lenders’, the Alternate Lenders’ and the Managing
Agents’ rights to require strict performance with all other terms and conditions of the Note Purchase Agreement and the other Transaction Documents shall not in any way be impaired by the execution of this Amendment. None of the Administrative
Agent, the Conduit Lenders, the LIBOR Lenders, the Alternate Lenders and the Managing Agents shall be obligated in any manner to execute any further amendments or waivers in the future. 

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

  
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 SECTION 3.06. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW). 
 SECTION 3.07. Execution in Counterparts; Severability. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery by facsimile or
electronic mail of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof. In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 

SECTION 3.08. Expense Provisions Apply. For the avoidance of doubt, Section 10.08 of the Note Purchase Agreement shall
apply in respect of this Amendment. 
 SECTION 3.09. Eligible Lender Trustee. 

(a) The parties hereto agree that the Eligible Lender Trustee shall be afforded all of the rights, immunities and privileges afforded to
the Eligible Lender Trustee under the Trust Agreement in connection with its execution of this Amendment. 
 (b) Notwithstanding
the foregoing, none of the Secured Creditors shall have recourse to the assets of the Eligible Lender Trustee in its individual capacity in respect of the obligations of the Trust. The parties hereto acknowledge and agree that The Bank of New York
Mellon Trust Company, National Association and any successor eligible lender trustee is entering into this Amendment solely in its capacity as Eligible Lender Trustee, and not in its individual capacity, and in no case shall The Bank of New York
Mellon Trust Company, National Association (or any person acting as successor eligible lender trustee) be personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of the
Trust, all such liability, if any, being expressly waived by the parties hereto, any person claiming by, through, or under any such party. 
 SECTION 3.10. Consents. 
 (a) Each of the Secured Creditors party
hereto agrees to the terms of, and authorizes the Administrative Agent to execute on its behalf, the amendment and restatement of that certain Omnibus Waiver and Consent and Guaranty dated as of April 16, 2010, in the form attached hereto as
Exhibit B-1, and the amendment and restatement of that certain Omnibus Amendment and Reaffirmation dated as of January 15, 2010, in the form attached hereto as Exhibit B-2. 

  
 12 









 (b) Each of the Managing Agents and the Administrative Agent hereby consents to the
amendment and restatement of the Depositor’s Limited Liability Company Operating Agreement on the terms set forth in the form of Amended and Restated Limited Liability Company Operating Agreement attached hereto as Exhibit C. 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] 

  
 13 









 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

					
	THE TRUST:
	
	TOWN HALL FUNDING I
		
	By:	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as Eligible Lender Trustee under the Second
Amended and Restated Trust Agreement dated as of January 15, 2010 by and among the Depositor, the Delaware Trustee and the Eligible Lender Trustee
		
	By:	 	 /s/ Michael G. Ruppel

		 	Name:	 	Michael G. Ruppel
		 	Title:	 	Vice President
	
	THE ELIGIBLE LENDER TRUSTEE:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as Eligible Lender Trustee under the
Second Amended and Restated Trust Agreement dated as of January 15, 2010 by and among the Depositor, the Delaware Trustee and the Eligible Lender Trustee
		
	By:	 	 /s/ Michael G. Ruppel

		 	Name:	 	Michael G. Ruppel
		 	Title:	 	Vice President



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	THE ADMINISTRATOR:
	
	SALLIE MAE, INC.
		
	By:	 	 /s/ Stephen O’Connell

		 	Name:	 	Stephen O’Connell
		 	Title:	 	Vice President



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	THE ADMINISTRATIVE AGENT:
	
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Margaux L. Karagosian

		 	Name:	 	Margaux L. Karagosian
		 	Title:	 	Vice President
	
	BANK OF AMERICA, N.A., as securities intermediary and depositary bank with respect to the Trust Accounts
		
	By:	 	 /s/ Margaux L. Karagosian

		 	Name:	 	Margaux L. Karagosian
		 	Title:	 	Vice President
	
	LEAD ARRANGER:
	
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (as successor by merger to Banc of America Securities LLC)
		
	By:	 	 /s/ Jeffrey K. Fricano

		 	Name:	 	Jeffrey K. Fricano
		 	Title:	 	Director



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	BANK OF AMERICA FACILITY GROUP:
	
	MANAGING AGENT:
	
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Margaux L. Karagosian

		 	Name:	 	Margaux L. Karagosian
		 	Title:	 	Vice President
	
	LIBOR LENDER:
	
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Margaux L. Karagosian

		 	Name:	 	Margaux L. Karagosian
		 	Title:	 	Vice President



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	THE SYNDICATION AGENT:
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Scott T. Cornelis

		 	Name:	 	Scott T. Cornelis
		 	Title:	 	Vice President
	
	LEAD ARRANGER:
	
	J.P. MORGAN SECURITIES LLC (formerly known as J.P. Morgan Securities Inc.)
		
	By:	 	 /s/ Scott T. Cornelis

		 	Name:	 	Scott T. Cornelis
		 	Title:	 	Vice President



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	JPMORGAN FACILITY GROUP:
	
	CONDUIT LENDERS:
	
	CHARIOT FUNDING LLC
	
	 By: JPMORGAN CHASE BANK, N.A.,
 its attorney-in-fact

		
	By:	 	 /s/ Scott T. Cornelis

		 	Name:	 	Scott T. Cornelis
		 	Title:	 	Vice President
	
	FALCON ASSET SECURITIZATION COMPANY LLC
	
	 By: JPMORGAN CHASE BANK, N.A.,
 its attorney-in-fact

		
	By:	 	 /s/ Scott T. Cornelis

		 	Name:	 	Scott T. Cornelis
		 	Title:	 	Vice President
	
	JUPITER SECURITIZATION COMPANY LLC (as successor by merger to JS Siloed Trust and Park Avenue Receivables Company, LLC)
	
	 By: JPMORGAN CHASE BANK, N.A.,
 its attorney-in-fact

		
	By:	 	 /s/ Scott T. Cornelis

		 	Name:	 	Scott T. Cornelis
		 	Title:	 	Vice President



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	 MANAGING AGENT:

	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Scott T. Cornelis

		 	Name:	 	Scott T. Cornelis
		 	Title:	 	Vice President
	
	ALTERNATE LENDER:
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Scott T. Cornelis

		 	Name:	 	Scott T. Cornelis
		 	Title:	 	Vice President



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	BARCLAYS FACILITY GROUP:
	
	COMMITTED CONDUIT LENDERS:
	
	SHEFFIELD RECEIVABLES CORPORATION
	
	By: BARCLAYS BANK PLC, as attorney-in-fact
		
	By:	 	 /s/ David Mira

		 	Name:	 	David Mira
		 	Title:	 	Associate Director
	
	 SALISBURY RECEIVABLES COMPANY LLC
  

By: BARCLAYS BANK PLC, as attorney-in-fact

		
	By:	 	 /s/ David Mira

		 	Name:	 	David Mira
		 	Title:	 	Associate Director
	
	MANAGING AGENT:
	
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Jeffrey Goldberg

		 	Name:	 	Jeffrey Goldberg
		 	Title:	 	Director



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	RBS FACILITY GROUP:
	
	CONDUIT LENDERS:
	
	AMSTERDAM FUNDING CORPORATION
		
	By:	 	 /s/ Jill A. Russo

		 	Name:	 	Jill A. Russo
		 	Title:	 	Vice President
	
	WINDMILL FUNDING CORPORATION
		
	By:	 	 /s/ Jill A. Russo

		 	Name:	 	Jill A. Russo
		 	Title:	 	Vice President
	
	MANAGING AGENT:
	
	THE ROYAL BANK OF SCOTLAND PLC
	By: RBS Securities Inc., as agent
		
	By:	 	 /s/ Michael Zappaterrini

		 	Name:	 	Michael Zappaterrini
		 	Title:	 	Managing Director
	
	ALTERNATE LENDER:
	
	THE ROYAL BANK OF SCOTLAND PLC
	
	By: RBS Securities Inc., as agent
		
	By:	 	 /s/ Michael Zappaterrini

		 	Name:	 	Michael Zappaterrini
		 	Title:	 	Managing Director



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 









					
	DEUTSCHE BANK FACILITY GROUP:
	
	CONDUIT LENDER:
	
	GEMINI SECURITIZATION CORP., LLC
		
	By:	 	 /s/ Frank B. Bilotta

		 	Name:	 	Frank B. Bilotta
		 	Title:	 	President
	
	MANAGING AGENT:
	
	DEUTSCHE BANK AG, NEW YORK BRANCH
		
	By:	 	 /s/ Joseph J. Lau

		 	Name:	 	Joseph J. Lau
		 	Title:	 	Director
		
	By:	 	 /s/ Chawey Wu

		 	Name:	 	Chawey Wu
		 	Title:	 	Vice President
	
	ALTERNATE LENDER:
	
	DEUTSCHE BANK AG, NEW YORK BRANCH
		
	By:	 	 /s/ Joseph J. Lau

		 	Name:	 	Joseph J. Lau
		 	Title:	 	Director
		
	By:	 	 /s/ Chawey Wu

		 	Name:	 	Chawey Wu
		 	Title:	 	Vice President



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	CREDIT SUISSE FACILITY GROUP:
	
	CONDUIT LENDER:
	
	ALPINE SECURITIZATION CORPORATION
		
	By:	 	 /s/ Robbin W. Conner

		 	Name:	 	Robbin W. Conner
		 	Title:	 	Director
		
	By:	 	 /s/ Fred Mastromarino

		 	Name:	 	Fred Mastromarino
		 	Title:	 	Vice President
	
	MANAGING AGENT:
	
	ALPINE SECURITIZATION CORPORATION
		
	By:	 	 /s/ Robbin W. Conner

		 	Name:	 	Robbin W. Conner
		 	Title:	 	Director
		
	By:	 	 /s/ Fred Mastromarino

		 	Name:	 	Fred Mastromarino
		 	Title:	 	Vice President
	
	ALTERNATE LENDER:
	
	CREDIT SUISSE, NEW YORK BRANCH
		
	By:	 	 /s/ Robbin W. Conner

		 	Name:	 	Robbin W. Conner
		 	Title:	 	Director
		
	By:	 	 /s/ Fred Mastromarino

		 	Name:	 	Fred Mastromarino
		 	Title:	 	Vice President



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	RBC FACILITY GROUP:
	
	CONDUIT LENDERS:
	
	OLD LINE FUNDING, LLC
	By: Royal Bank of Canada, as its Agent, as attorney-in-fact
		
	By:	 	 /s/ Sofia Shields

		 	Name:	 	Sofia Shields
		 	Title:	 	Authorized Signatory
	
	THUNDER BAY FUNDING, LLC
	By: Royal Bank of Canada, as its Agent, as attorney-in-fact
		
	By:	 	 /s/ Sofia Shields

		 	Name:	 	Sofia Shields
		 	Title:	 	Authorized Signatory
	
	MANAGING AGENT:
	
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Sofia Shields

		 	Name:	 	Sofia Shields
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Roger Pellegrini

		 	Name:	 	Roger Pellegrini
		 	Title:	 	Authorized Signatory



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	ALTERNATE LENDER:
	
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Sofia Shields

		 	Name:	 	Sofia Shields
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Roger Pellegrini

		 	Name:	 	Roger Pellegrini
		 	Title:	 	Authorized Signatory



  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	 Agreed and acknowledged
 with respect to Section 3.05:

	
	SLM CORPORATION
		
	By:	 	 /s/ Stephen O’Connell

		 	Name:	 	Stephen O’Connell
		 	Title:	 	Senior Vice President
	
	SLM EDUCATION CREDIT FINANCE CORPORATION
		
	By:	 	 /s/ Mark Rein

		 	Name:	 	Mark Rein
		 	Title:	 	Vice President


  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








  

					
	 Agreed and acknowledged
 with respect to Section 3.10(a):

	
	CO-VALUATION AGENTS:
	
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (as successor by merger to BANC OF AMERICA SECURITIES LLC)
		
	By:	 	 /s/ Jeffrey Fricano

		 	Name:	 	Jeffrey Fricano
		 	Title:	 	Director
	
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Jeffrey Goldberg

		 	Name:	 	Jeffrey Goldberg
		 	Title:	 	Director
	
	J.P. MORGAN SECURITIES LLC (formerly known as J.P. MORGAN SECURITIES INC.)
		
	By:	 	 /s/ Scott T. Cornelis

		 	Name:	 	Scott T. Cornelis
		 	Title:	 	Vice President


  
 Signature
Page to 
 Amendment No. 1 to 
 Note Purchase Agreement 
 (Town Hall Funding I) 








 EXHIBIT A1 
 COMMITMENTS 
  

																					
	 Facility Group
	  	 Managing Agent2
	  	 Conduit Lender(s)
	 	  	LIBOR Lender	 	  	 Alternate Lender
	 
	 	  	 	  	 Name
	  	Commitment	 	  	Name	  	Commitment	 	  	 Name
	  	Commitment	 
	 Bank of America Facility Group
	  	Bank of America, N.A.	  	NONE	  	 	N/A	  	  	Bank of America,
N.A.	  	$	475,000,000.00	  	  	NONE	  	 	N/A	  
								
	 JPMorgan Facility Group
	  	 JPMorgan Chase
 Bank, N.A.
	  	Chariot Funding LLC	  	 	NONE	  	  	NONE	  	 	N/A	  	  	JPMorgan Chase Bank, N.A.	  	$	475,000,000.00	  
	  	  	Falcon Asset Securitization Company LLC	  	 	NONE	  	  	  	  	  
	  	  	Jupiter Securitization Company LLC	  	 	NONE	  	  	  	  	  
								
	 Barclays Facility Group
	  	Barclays Bank plc	  	 Sheffield Receivables
 Corporation
	  	$
	175,000,000.00
	  
	  	NONE	  	 	N/A	  	  	NONE	  	 	N/A	  
	  	  	Salisbury Receivables Company LLC	  	$
	300,000,000.00
	  
	  	  	  	  
								
	 RBS Facility Group
	  	The Royal Bank of Scotland plc	  	Amsterdam Funding Corporation	  	 	NONE	  	  	NONE	  	 	N/A	  	  	The Royal Bank of Scotland plc	  	$	425,000,000.00	  
	  	  	 Windmill Funding Corporation
	  	 	NONE	  	  	  	  	  
								
	 RBC Facility Group
	  	Royal Bank of Canada	  	Old Line Funding, LLC 	  	 
	NONE
	  
	  	NONE	  	 	N/A	  	  	Royal Bank of Canada	  	$	275,000,000.00	  
	  	  	Thunder Bay Funding, LLC	  	 	NONE	  	  	  	  	  
								
	 Deutsche Bank Facility Group
	  	Deutsche Bank AG, New York Branch	  	 Gemini Securitization Corp.,

LLC
	  	 	NONE	  	  	NONE	  	 	N/A	  	  	Deutsche Bank AG, New York Branch	  	$	187,500,000.00	  
								
	 Credit Suisse Facility Group
	  	Alpine Securitization Corporation	  	 Alpine Securitization
 Corporation
	  	 	NONE	  	  	NONE	  	 	N/A	  	  	Credit Suisse, New York Branch	  	$	187,500,000.00	  

  

	1 	 The Administrative Agent may amend, restate or otherwise revise this Exhibit A from time to time to reflect assignments made pursuant to this
Agreement. 



	2 	 The Managing Agent for any Facility Group with more than one Conduit Lender may allocate Advances made by the Conduit Lenders, Alternate Lenders and
LIBOR Lenders within its Facility Group in its discretion. 



  
 29