Market Agent Agreement among Citigroup Global Markets Inc., Education Funding Capital Trust-II, and Fifth Third Bank (April 1, 2003)

Summary

This agreement appoints Citigroup Global Markets Inc. as the Market Agent for Education Funding Capital Trust-II’s $500 million Education Loan Backed Notes, with Fifth Third Bank serving as Indenture Trustee. Citigroup is responsible for carrying out specific duties related to the auction rate notes as outlined in the Indenture, such as consenting to changes in auction periods and notifying relevant parties. The agreement is effective from April 1, 2003, until June 1, 2042, or until the notes are no longer outstanding, and can be terminated with 30 days’ notice if a successor is appointed.

EX-10.14 23 dex1014.txt MARKET AGENT AGREEMENT EXHIBIT 10.14 EXECUTION COPY ================================================================================ MARKET AGENT AGREEMENT by and between CITIGROUP GLOBAL MARKETS INC. as Market Agent, EDUCATION FUNDING CAPITAL TRUST-II as Issuer and FIFTH THIRD BANK as Indenture Trustee Dated as of April 1, 2003 relating to Education Funding Capital Trust-II $500,000,000 Education Loan Backed Notes consisting of Education Loan Backed Notes, Series A-4 Education Loan Backed Notes, Series A-5 Education Loan Backed Notes, Series A-6 Education Loan Backed Notes, Series A-7 Education Loan Backed Notes, Series A-8 Education Loan Backed Notes, Series B-1 ================================================================================ MARKET AGENT AGREEMENT THIS MARKET AGENT AGREEMENT (this "Agreement") dated as of April 1, 2003 is by and among CITIGROUP GLOBAL MARKETS INC. ("Citigroup"), EDUCATION FUNDING CAPITAL TRUST-II (the "Issuer") and FIFTH THIRD BANK, as Indenture Trustee (the "Indenture Trustee"), and provides for Citigroup to act as the Market Agent as provided for and defined in the Indenture of Trust dated April 1, 2003 (the "Indenture") among the Issuer, the Indenture Trustee and Fifth Third Bank, as Trust Eligible Lender Trustee (the "Trust Eligible Lender Trustee"), which provides for the issuance of the Issuer's Education Loan Backed Notes, Series A-4, Series A-5, Series A-6, Series A-7, Series A-8 and Series B-1 (the "Auction Rate Notes"). All capitalized terms used herein and not defined herein shall have the meanings set forth in the Indenture. 1. Appointment of Market Agent; Responsibilities of Market Agent. Subject to the terms and conditions herein contained, the Issuer hereby appoints Citigroup as the Market Agent for the Auction Rate Notes, and Citigroup hereby accepts such appointment as Market Agent for the Auction Rate Notes with respect to the duties of the Market Agent set forth in the Indenture. In its capacity as Market Agent for the Auction Rate Notes, Citigroup shall perform the duties set forth for the Market Agent in the Indenture, including but not limited to, (a) consenting to any change in the length of an Auction Period, as set forth in Section 2.02(g) of Appendix B to the Indenture, (b) specifying a change in any Auction Date as set forth in Section 2.02(h) of Appendix B to the Indenture, and (c) providing notification of such matters to the Issuer, the Indenture Trustee, the Auction Agent, each Rating Agency or the Securities Depository, as provided in the Indenture. The Market Agent shall be obligated to perform only such duties as are specifically set forth in the Indenture with respect to the Auction Rate Notes and no other duties or obligations on the part of the Market Agent, in its capacity as such, shall be implied by this Agreement. The Market Agent may rely upon, and is authorized to honor, any telephonic requests or directions that the Market Agent reasonably believes in good faith to emanate from an authorized representative of the Issuer, regardless of the source of such request or direction. Any telephonic request or direction to the Market Agent shall promptly be confirmed in writing; provided, however, that failure to receive any such notice shall not affect the authority of the Market Agent to rely and act upon such request or direction. 2. Conditions to Market Agent's Obligations. The obligations of Citigroup under this Agreement have been undertaken in reliance on, and shall be subject to, the due performance by the Issuer of its obligations and agreements to be performed hereunder and under the Indenture. 3. Term and Termination of Market Agent Agreement. This Agreement shall become effective upon April 1, 2003 and shall continue in full force and effect up to and including the earlier of June 1, 2042 or such date when no Auction Rate Notes are outstanding, subject to the right of Citigroup or the Issuer to cancel this Agreement at any time upon the giving of not less than 30 days prior written notice, provided that such resignation or replacement, as the case may be, shall not be effective until the appointment of a successor Market Agent by 2 the Issuer and the acceptance of such appointment by such successor Market Agent. Citigroup agrees and the Issuer agrees to send a copy of any notice of termination of this Agreement to the Indenture Trustee at its address referred to below. 4. Payment of Fees. In consideration of the services to be performed by Citigroup under this Agreement, it is understood and agreed that the Issuer shall pay to Citigroup for services performed an annual fee equal to $1.00, to be paid on the date of issuance of the Auction Rate Notes and on the first Business Day of each June thereafter, commencing June 2004. It is understood and agreed that the payment of the fees referred to herein shall be made without further notice from Citigroup. 5. Miscellaneous. (a) Except as otherwise specifically provided in this Agreement, all notices, demands and formal actions under this Agreement shall be in writing and mailed, telegraphed or delivered to: MARKET AGENT: INDENTURE TRUSTEE: Citigroup Global Markets Inc. Fifth Third Bank 388 Greenwich Street, 35th Floor MD 10AT60 New York, New York 10013 38 Fountain Square Plaza Attention: _____________________ Cincinnati, Ohio 45263 Telephone Number: ______________ Attention: Corporate Trust Facsimile Number: ______________ Administration Telephone: 513 ###-###-#### Facsimile: 513 ###-###-#### [remainder of page intentionally left blank] 3 ISSUER: Education Funding Capital Trust-II c/o Fifth Third Bank MD 10AT60 38 Fountain Square Plaza Cincinnati, Ohio 45263 Attention: Corporate Trust Administration Telephone: 513 ###-###-#### Facsimile: 513 ###-###-#### with a copy to: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware ###-###-#### Attention: Corporate Trust Administration Telephone: 203 ###-###-#### Facsimile: 203 ###-###-#### Citigroup, the Issuer or the Indenture Trustee may designate, by written notice given under this Agreement, other addresses to which subsequent notices, requests, reports or other communications shall be directed. (b) This Agreement will inure to the benefit of and be binding upon the Issuer, Citigroup, and the Indenture Trustee, and their respective successors and assigns, and will not confer any rights upon any other Person other than Persons, if any, controlling Citigroup, within the meaning of the Securities Act of 1933, as amended; provided, however, that this Agreement shall not be assignable by any party hereto (except the Indenture Trustee in the event of its resignation or removal as indenture trustee under the Indenture) without the prior written consent of the other parties hereto. (c) Notwithstanding anything to the contrary herein or in the Indenture, any obligation of the Issuer created by or arising out of this Agreement shall be a limited obligation of the Issuer, payable from the Trust Estate available therefor under and in accordance with the Indenture and shall not constitute a charge against the general credit of the Issuer. (d) Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. (e) If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction 4 because it conflicts with any provisions of any constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever. (f) This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. (g) This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. [Signatures begin on next page] 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date first above written. EDUCATION FUNDING CAPITAL TRUST-II, as Issuer, by FIFTH THIRD BANK, not in its individual capacity, but solely as Co-Owner Trustee on behalf of the Issuer By: /s/ Brian J. Gardner ------------------------------------------------ Name: Brian J. Gardner ---------------------------------------------- Title: Assistant Vice President --------------------------------------------- FIFTH THIRD BANK, as Indenture Trustee By: /s/ Brian J. Gardner ------------------------------------------------ Name: Brian J. Gardner ---------------------------------------------- Title: Assistant Vice President --------------------------------------------- CITIGROUP GLOBAL MARKETS INC., as Market Agent By: /s/ Paul B. Sheldon ------------------------------------------------ Name: Paul B. Sheldon ---------------------------------------------- Title: Managing Director ---------------------------------------------