AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 2nd, 2009 • SLM Corp • Personal credit institutions • New York
This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT, is made as of January 30, 2009 (this “Amendment”), to the Note Purchase Agreement (defined below), by TOWN HALL FUNDING I, a statutory trust duly organized under the laws of the State of Delaware, as the trust (the “Trust”), SALLIE MAE, INC., a Delaware corporation, as administrator (the “Administrator”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (formerly known as The Bank of New York Trust Company, N.A.), a national banking association, as the eligible lender trustee (the “Eligible Lender Trustee”), the CONDUIT LENDERS, the ALTERNATE LENDERS, the LIBOR LENDERS, JPMORGAN CHASE BANK, N.A., a national banking association, BANK OF AMERICA, N.A., a national banking association, BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales, THE ROYAL BANK OF SCOTLAND PLC, a bank organized under the laws of Scotland, DEUTSCHE BANK AG, NEW YORK BRANCH, a German banking corporation acting throug
SLM Corporation Incentive Plan Stock Option Agreement Net-Settled, Performance Vested Options — 2009Stock Option Agreement • March 2nd, 2009 • SLM Corp • Personal credit institutions • Delaware
• Upon termination of employment for any reason, other than death, Disability or Involuntary Termination, or as provided in the SLM Corporation Change in Control Severance Plan for Senior Officers any unvested Options will not vest and will be canceled.
AMENDMENT 2 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 2nd, 2009 • SLM Corp • Personal credit institutions • New York
This AMENDMENT 2, dated as of February 27, 2009 (this “Amendment”), to the NOTE PURCHASE AND SECURITY AGREEMENT (as previously amended by Amendment 1 thereto dated as of June 4, 2008, the “Note Purchase Agreement”) is among PHOENIX FUNDINGS I, a statutory trust duly organized under the laws of the State of Delaware, as the note issuer (the “Trust”), SALLIE MAE, INC., a Delaware corporation, as administrator (the “Administrator”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (formerly known as The Bank of New York Trust Company, N.A.), a national banking association, as the eligible lender trustee (the “Eligible Lender Trustee”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as the paying agent (the “Paying Agent”) and the securities intermediary (the “Securities Intermediary”), UBS REAL ESTATE SECURITIES INC., as the purchaser of the funding note (the “Note Purchaser”) and UBS SECURITIES LLC, as the administrative agent for the Note Purchaser
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 2nd, 2009 • SLM Corp • Personal credit institutions • New York
This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT, is made as of January 30, 2009 (this “Amendment”), to the Note Purchase Agreement (defined below), by RENDEZVOUS FUNDING I, a statutory trust duly organized under the laws of the State of Delaware, as the trust (the “Trust”), SALLIE MAE, INC., a Delaware corporation, as administrator (the “Administrator”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (formerly known as The Bank of New York Trust Company, N.A.), a national banking association, as the eligible lender trustee (the “Eligible Lender Trustee”), the CONDUIT LENDERS, the ALTERNATE LENDERS, JPMORGAN CHASE BANK, N.A., a national banking association, BANK OF AMERICA, N.A., a national banking association, BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales, THE ROYAL BANK OF SCOTLAND PLC, a bank organized under the laws of Scotland, DEUTSCHE BANK AG, NEW YORK BRANCH, a German banking corporation acting through its New York Bra
