EXHIBIT 10.75
EXECUTION COPY
AMS-1 WAIVER
Reference is made to (1) an Indenture (the "Indenture"), dated as of
January 30, 2002, among AMS-1 2002, LP ("AMS-1"), as Issuer, and Bank One,
National Association ("Bank One"), as Indenture Trustee and Eligible Lender
Trustee; (2) a Purchase and Contribution Agreement, dated as of January 30,
2002, among Bank One, as AMS Eligible Lender Trustee for the benefit of Academic
Management Services Corp. ("AMS"), Bank One, as Eligible Lender Trustee for the
benefit of AMS-1, AMS, as Seller, and AMS-1, as Purchaser; (3) a Servicing
Agreement, dated as of January 30, 2002, among AMS-1, as Issuer, AMS, as
Servicer, and Bank One, as Eligible Lender Trustee and Indenture Trustee; (4) an
Insurance Agreement, dated as of January 17, 2002, among MBIA Insurance
Corporation ("MBIA"), as Insurer, AMS-1, as Issuer, AMS, as Seller and Servicer,
AMS-1 SPC-1, Inc. (the "General Partner"), as General Partner of the Issuer, and
Bank One, as Indenture Trustee and Eligible Lender Trustee; and (5) the other
transaction documents related thereto (items (1) through (5) collectively, as
the same may be amended or modified from time to time, the "AMS-1 Transaction
Documents"). AMS, AMS-1 and the General Partner are referred to collectively as
the "AMS Parties". Defined terms used herein, and not defined herein, shall have
the meanings ascribed to such terms in the AMS-1 Transaction Documents.
Each of Bank One and MBIA hereby agree, for a period of 90 days from
the date hereof, to waive all defaults, amortization events and events of
default based solely on defaults arising prior to the date hereof and resulting
from inaccurate or untimely reporting or any other reporting deficiency by any
AMS Party under any of the AMS-1 Transaction Documents; provided, however, that
such inaccurate or untimely reporting or other reporting deficiency shall not
have a material adverse effect on MBIA, Bank One, as Indenture Trustee, or the
trust created under the AMS-1 Indenture; provided, further, that Bank One's
waiver hereunder shall be subject to the right of any other party (other than
MBIA) to direct Bank One to exercise any right or remedy in accordance with the
AMS-1 Transaction Documents.
Each of Bank One and MBIA hereby agree, for a period of 90 days from
the date hereof, to waive all defaults, amortization events and events of
default based solely on defaults arising prior to the date hereof resulting from
non-federally insured student loans included in the collateral pursuant to the
Indenture being in excess of the maximum percentage limit for such loans set
forth in the Indenture; provided, however, that AMS agrees that it will not
cause the percentage of non-federally insured student loans in the collateral
pool as of the date hereof to increase by transferring any new non-federally
insured student loans to AMS-1.
Each of Bank One and MBIA hereby agree that any increase in the
principal amount or percentage concentration of student loans that are
non-federally insured student loans shall not result in an Event of Default as
long as such increase is not caused by the transfer of any new non-federally
insured student loans to AMS-1.
No waiver by Bank One and MBIA provided herein shall remain in effect
after the expiration hereof as provided herein. Upon the expiration of this
Waiver, (i) Bank One and MBIA shall retain all of the rights and remedies
relating to the defaults and events of default (including, without limitation,
the right to pursue their rights and remedies under the AMS-1 Transaction
Documents and applicable law) and (ii) all defaults and events of default shall
be reinstated and shall be in full force and effect, unless otherwise cured. It
is expressly agreed by Bank One and MBIA that the AMS Parties and all parties
related thereto shall have the ability to cure any and all defaults, events of
default, amortization events and servicer defaults in existence as of the date
hereof, regardless of whether the applicable cure period has expired.
Notwithstanding anything to the contrary herein, neither MBIA nor Bank
One waives, nor does either agree that it will waive or forbear from in the
future, any future default or future event of default.
This Waiver may not be altered, amended, or rescinded, nor may any of
its provisions be waived, except by an instrument in writing signed by all
parties hereto or, in the case of an asserted waiver, by the party against whom
the waiver is sought to be enforced.
[signature page follows]
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THIS WAIVER has been duly executed by the undersigned as of the 24th day
of July, 2003.
MBIA INSURANCE CORPORATION
By /s/ LISA A. WILSON
-------------------------------------
Name: Lisa A. Wilson
Title: Assistant Secretary
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Indenture Trustee, Eligible
Lender Trustee and AMS Eligible Lender
Trustee
By /s/ SANDRA WHALEN
-------------------------------------
Name: Sandra Whalen
Title: Vice President
AMS-1 2002, LP
By: AMS-1 SPC-1, Inc.,
its General Partner
By /s/ JOHN M. GOMES
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Name: John M. Gomes
Title: President
ACADEMIC MANAGEMENT SERVICES CORP.
By /s/ GREGORY T. MUTZ
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Name: Gregory T. Mutz
Title: Chairman of the Board
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