(Classes and CUSIPs are listed on Exhibit A attached hereto)

Transcription

1 Corporate Trust Services One Federal Street, 3rd Floor Boston, MA THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER. Informational Notice to Holders of Notes (the Noteholders ) of THE NATIONAL COLLEGIATE STUDENT LOAN TRUST Student Loan Asset Backed Notes and the other parties listed on Schedule A (Classes and CUSIPs are listed on Exhibit A attached hereto) Regarding Commencement of Plan Solicitation, Confirmation Hearing and Objection Deadlines Reference is made to that certain Indenture (the Indenture ) 1 between the above-referenced Trust (the Trust ) and U.S. Bank National Association as indenture trustee (the Indenture Trustee ), pursuant to which the Trust issued the above-referenced Student Loan Asset Backed Notes (the Notes ). Under the Indenture, the Trust has granted a security interest in certain student loans (the Financed Student Loans ) owned by the Trust to the Indenture Trustee as security for the payment of the Notes. Payments on all or a portion of the Financed Student Loans were guaranteed by The Educational Resources Institute, Inc. ( TERI ) pursuant to certain guarantee agreements. The Trust assigned its rights under the TERI guarantee agreements and related deposit and security agreements between the Trust and TERI to the Indenture Trustee. On April 7, 2008, TERI (the Debtor ) filed with the United States Bankruptcy Court for the District of Massachusetts (the Bankruptcy Court ) a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code, Case No (HJB) (the TERI Bankruptcy Proceeding ). 2 The Debtor and The Official Committee of Unsecured Creditors of TERI (the Committee and together with the Debtor, the Plan Proponents ) filed their (1) Motion For An Order (A) Approving the Disclosure Statement, (B) Temporarily Allowing Claims For Voting Purposes, (C) Establishing Procedures For Confirmation of the Plan, (D) Establishing Plan Solicitation and Voting Procedures and (E) Approving Forms of Notices and Ballots [Docket No. 930] (the Motion ), (2) the Fourth Amended Joint Plan of Reorganization of The Education Resources Institute, Inc. and The Official Committee of Unsecured Creditors (the Plan ) and (3) the Disclosure Statement for Fourth Amended Joint Plan of Reorganization of The Education Resources Institute, Inc. and the Official Committee of Unsecured Creditors (the Disclosure Statement ). Copies of the Plan, Disclosure Statement and Motion may be viewed on the Case Website. 1 All capitalized terms not defined in this Notice but defined in the Indenture shall have the meanings given to such terms in the Indenture. 2 Copies of all filings made in the Bankruptcy Case may be obtained at (the Case Website ) and if not available on the Case Website, then such filings may be obtained by contacting the Clerk at the Bankruptcy Court

2 NOTICE IS HEREBY given to the Noteholders of the following events: 1. On March 8, 2010, the Bankruptcy Court issued its Order (A) Approving the Disclosure Statement, (B) Temporarily Allowing Claims For Voting Purposes, (C) Establishing Procedures For Confirmation of the Plan, (D) Establishing Plan Solicitation and Voting Procedures and (E) Approving Forms of Notices and Ballots (the Order ). Pursuant to the Order, the Plan Proponents may now solicit votes for its proposed Plan. Copies of the Order and Confirmation Hearing Notice (as defined in the Order) may be obtained at the Case Website. 2. As proposed in the Plan, the Trust s secured claim will be classified in its own class and the class is entitled to vote to accept or reject the Plan. By that vote the class will vote both its secured claim and its Class 5 deficiency claim. 3. The Order authorizes Ambac Assurance Corporation ("Ambac" or Controlling Party ) in the exercise of its right as the controlling party under the Indenture to cast a ballot to accept or reject the Plan on behalf of the Trust, and in so doing, binding the Trust, the Indenture Trustee and other Trust related parties, including Noteholders. 4. Attached as Exhibit B to this Notice is a brief summary of the TERI Bankruptcy Proceeding and the Plan as prepared by First Marblehead Data Services, Inc., as administrator for the Trust (the Frequently Asked Questions ). 5. A hearing to confirm the Plan has been scheduled for April 28, 2010 at 10a.m. (EST) at the Bankruptcy Court located at 300 State Street, Springfield, Massachusetts. A copy of the Confirmation Hearing Notice is enclosed herewith as Exhibit C. At that hearing, your rights as a Holder of Notes of the Trust may be affected. You may wish to seek legal advice concerning the effect of the Plan on your legal rights as a Noteholder. The above information is intended to be a summary and does not purport to be complete and is subject to and qualified in its entirety by reference to the Order, Confirmation Hearing Notice, Disclosure Statement and Plan. You should not rely on this notice as your sole source of information. Holders are urged to review the Plan, Disclosure Statement and Order. The Indenture Trustee gives no investment or legal advice herein. The above information is intended to be a summary of certain provisions in the Order and the Plan and does not purport to be complete and is subject to and qualified in its entirety by reference to the Order and the Plan. You should not rely on this notice as your sole source of information. Holders are urged to review the Order, Disclosure Statement and the Plan. The Indenture Trustee gives no investment or legal advice herein. Subject to the provisions of the Indenture, Ambac Assurance Corporation as the Controlling Party has the right to direct the Indenture Trustee with respect to the TERI Bankruptcy Proceeding and the Indenture Trustee s claim or claims in respect of the Notes. As provided in the Indenture, the Indenture Trustee need not take any action that it determines might involve it in liability. Noteholders should not rely on the Indenture Trustee or on this notice as their sole source of information. The Indenture Trustee does not by this notice assume any obligation to provide future notice to the Noteholders. The Indenture Trustee may in its sole discretion determine to inform Noteholders as developments are brought to its attention. The Indenture Trustee may conclude that a specific response to particular inquiries from individual Noteholders is not consistent with equal and full dissemination of

3 information to all Noteholders. The Indenture Trustee makes no recommendations and gives no legal or investment advice. Noteholders should seek their own legal advice concerning these matters. Subject to the provisions of the Indenture, prior to any distribution to Noteholders, funds held under the Trust are to be used first for payment of the fees and costs incurred or to be incurred by the Indenture Trustee in performing its duties, as well as for any indemnities owing or to become owing to such Indenture Trustee. This includes, but is not limited to, compensation for time spent, and the fees and costs of counsel and other agents employed, to pursue remedies or other actions to protect the interests of the Noteholders. Noteholders with questions about this notice should direct them, in writing, to: James Byrnes, Vice President, U.S. Bank National Association, One Federal Street, 3 rd Floor, Boston, MA or by james.byrnes@usbank.com. Noteholders with other questions may contact U.S. Bank at (800) , option #4. U.S. Bank National Association, March 25, 2010 as Indenture Trustee

4 EXHIBIT A THE NATIONAL COLLEGIATE STUDENT LOAN TRUST Student Loan Asset Backed Notes Class A-1-L (CUSIP 63544BAA4) Class A2AR1 (CUSIP 63544DAA0) Class A2AR2 (CUSIP 63544DAB8) Class A2AR3 (CUSIP 63544DAC6) Class A2AR4 (CUSIP 63544DAD4) Class A-3-L (CUSIP 63544BAB2) Class A3AR1 (CUSIP 63544DAE2) Class A3AR2 (CUSIP 63544DAF9) Class A3AR3 (CUSIP 63544DAG7) Class A3AR4 (CUSIP 63544DAH5) Class A3AR5 (CUSIP 63544DAJ1) Class A3AR6 (CUSIP 63544DAK8) Class A3AR7 (CUSIP 63544DAL6) Class A-IO (CUSIP 63544BAC0) *The above CUSIP numbers are included solely for the convenience of the Noteholders. The Indenture Trustee is not responsible for the selection or use of the CUSIP numbers, or for the accuracy of CUSIP numbers printed on the securities or indicated in this notice

5 SCHEDULE A Other Addressees Wilmington Trust Company, as Owner Trustee Rodney Square North 1100 North Market Street Wilmington, Delaware Attention: Corporate Trust Administration Ambac Assurance Corporation One State Street Plaza New York, New York Attention: Student Loan CABS Group The First Marblehead Corporation The Prudential Tower 800 Boylston Street 34 th Floor Boston, Massachusetts Attention: Controller First Marblehead Data Services, Inc. The Prudential Tower 800 Boylston Street 34 th Floor Boston, Massachusetts Attention: Ms. Rosalyn Bonaventure The First Marblehead Corporation The Prudential Tower 800 Boylston Street 34 th Floor Boston, Massachusetts Attention: Corporate Law Department First Marblehead Data Services, Inc. The Prudential Tower 800 Boylston Street 34 th Floor Boston, Massachusetts Attention: Corporate Law Department

6 EXHIBIT B Frequently Asked Questions

7 EXHIBIT C Confirmation Hearing Notice

8 Frequently-Asked Questions of NCSLT Noteholders Regarding the TERI Bankruptcy Proceeding and TERI s Proposed Joint Plan of Reorganization March 10, 2010 This document is intended to respond to frequently-asked questions relating to limited aspects of the Fourth Amended Joint Plan of Reorganization (the Plan or Plan of Reorganization ) of The Education Resources Institute, Inc. ( TERI or Debtor ) and the Official Committee of Unsecured Creditors (the Creditors Committee ), dated February 25, This document does not purport to be complete and is subject to and qualified in its entirety by reference to the Plan and related orders issued by the U.S. Bankruptcy Court for the District of Massachusetts (the Bankruptcy Court ). 1 The information contained herein may not be relied upon for any purpose. You are urged to read the Plan and related Disclosure Statement in their entirety before voting to accept or reject the Plan. Capitalized terms not otherwise defined in this document have the meanings ascribed to them in the Plan or related Disclosure Statement, as applicable. 1) Have any of The National Collegiate Student Loan Trusts ( Trusts or NCSLT Trusts ) filed for bankruptcy? No, none of the NCSLT Trusts have filed for relief under the Bankruptcy Code. In April, 2008, TERI, the student loan guarantor of student loans owned by the NCSLT Trusts filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. 2) What is TERI s Plan for Reorganization? TERI and the Creditors Committee have filed the Plan and the Disclosure Statement relating to the Plan. The Plan is the legal document that, if confirmed, will govern, among other things, the treatment of TERI s assets and liabilities and any distributions to TERI s creditors. A summary of the Plan and treatment of Claims can be found in the Disclosure Statement, which was approved by the Bankruptcy Court on March 8, The Plan provides for: (i) a compromise and settlement of guaranty Claims; (ii) rejection of most executory contracts to which TERI is a party, including the guaranty agreements (and related deposit and security agreements) that benefit the NCSLT Trusts; (iii) creation of a liquidating trust (the Plan Trust ) that will receive most of the assets formerly owned by TERI and will effectuate distributions to creditors due under the Plan; and (iv) retention of certain Restricted Charitable Funds and other assets on behalf of Reorganized TERI so that it can continue its college access programs and other activities 1 Copies of all filings made with the Bankruptcy Court may be obtained at 11.epiqsystems.com and, if not available through such website, then such filings may be obtained by contacting the Clerk at the Bankruptcy Court. Error! Unknown document property name.

9 described in the Disclosure Statement. Among other things, the Plan of Reorganization proposes the following: TERI will transfer the majority of its assets to the Plan Trust, and a plan trustee will control the process of liquidating TERI s estate and distributing assets to TERI s creditors; On the effective date of the Plan, TERI s guaranty agreements (and the related deposit and security agreements), including those relating to the NCSLT Trusts student loans, will be terminated; The Plan compromises and settles the Debtor s various Claims by dividing the Creditors into six separate Classes (and sub-classes within the Classes of Secured Claims) and distributing assets and interests in assets to creditors within these Classes. Classes of Secured Claims will be paid in full, while the Class of General Unsecured Claims will likely receive only a portion of their Allowed Claims. Each NCSLT Trust holds both a Secured Claim and Unsecured Claim and such Secured Claim will be paid in full while only a portion of the Allowed Amount of the Unsecured Claim will be paid; Each NCSLT Trust accepting the Plan of Reorganization will agree to a specific settlement of the Claims of such NCSLT Trust, including the litigation initiated by the Creditors Committee concerning the validity of the Trusts security interests in certain collateral (the Trusts Adversary Proceeding ) (as described further in the response to Question 5 below); TERI will be entitled to keep certain assets, including up to $9.4 million of cash when the Plan is approved; and TERI will be entitled to earn up to $2 million over two years under a Collection Contract with the Plan Trustee for its continued management of certain defaulted loans that will be transferred to the Plan Trust under the Plan. 3) What is the Creditors Committee and whom does it represent? The Creditors Committee was formed at the beginning of TERI s bankruptcy proceeding. It represents the interests of all of TERI s unsecured creditors. Its members are Wachovia Securities, Key Bank N.A., M&T Bank, and U.S. Bank Student Banking. Nellie Mae Education Loan Foundation and Bank of America, N.A. were members and later withdrew. The Creditors Committee is represented and advised by the law firms Duane Morris, LLP and Posternak Blankstein and Lund, LLP. Its financial advisor is FTI Consulting, Inc. Error! Unknown document property name.

10 4) As a noteholder in one of the NCSLT Trusts, how might I be affected by TERI s Plan of Reorganization? The Plan of Reorganization provides for the termination of TERI s guaranties of student loans owned by the NCSLT Trusts. TERI s estate will not have sufficient cash and other assets to satisfy all claims of TERI s creditors. As a result, the Plan will, if confirmed, reduce the credit enhancement available to the NCSLT Trusts. As background, each NCSLT Trust owns student loans guarantied by TERI. Subject to certain conditions, the guaranty covers 100% of the payment of principal and interest on the TERI guarantied student loans upon a default by the borrower. TERI pledged certain collateral to each Trust to support its guaranty obligations. Each NCSLT Trust in turn pledged this collateral to an indenture trustee to secure the notes issued by such trust. A portion of this collateral was held by such indenture trustee in deposit accounts (the Pledged Accounts ). TERI also pledged additional collateral including a portion of the amounts it recovered on certain defaulted loans and rehabilitated loans (the Recoveries ). The Plan provides for the liquidation of the claims of each NCSLT Trust through a proposed compromise and settlement, if accepted by the particular trust, or through litigation, if the compromise and settlement is not accepted by the particular trust. The terms of the settlement proposed for the NCSLT Trusts are summarized in the response to Question 5 below. 5) What happens if an NCSLT Trust votes to accept the Plan of Reorganization? The Plan of Reorganization provides that any NCSLT Trust (or applicable Control Party) voting to accept the Plan will be deemed to have agreed to a settlement of that trust s claims against TERI and a settlement of the issues being litigated in the Trust Adversary Proceeding, as follows: TERI will transfer to such NCSLT Trust all or a portion of funds on deposit in the Pledged Account pledged to such trust (amounts are specified for each NCSLT Trust in Schedule B to the Plan of Reorganization); TERI will transfer to the applicable NCSLT Trust: o all defaulted loans that were transferred to TERI prior to April 7, 2008 upon payment of a guaranty claim by TERI (the Pre-petition Loans ); o all net recoveries collected on the Pre-petition Loans on or after April 7, 2008; and o TERI s rights to all future net recoveries collected on the Pre-petition Loans. Certain NCSLT Trusts will be assigned an unsecured claim ( Securitization Trust Settlement Claim ) entitling them to pro rata distributions from the Plan Trust. Error! Unknown document property name.

11 The Securitization Trust Settlement Claim (if any) for each NCSLT Trust is set forth on Schedule B to the Plan of Reorganization. The Trust Adversary Proceeding against the NCSLT Trust will be fully and finally settled and dismissed. The NCSLT Trust and the indenture trustee will each waive any claims it may have with respect to, and each of TERI and the NCSLT Trust shall transfer to the Plan Trust its right, title and interest in: o all defaulted loans that were transferred to TERI on or after April 7, 2008 upon payment of a guaranty claim by TERI (the Post-petition Loans ); o all net recoveries collected on the Post-petition Loans since the Bankruptcy filing; and o all future net recoveries collected on the Post-petition Loans. TERI will reject the guaranty agreements under which the NCSLT Trust s student loans were guarantied and will have no further obligation thereunder to pay guaranty claims with respect to defaulted loans. Schedule B to the Plan of Reorganization details the amounts at issue for each NCSLT Trust, including amounts on deposit in the Pledged Accounts as of September 30, 2009, and Securitization Trust Settlement Claims. The aggregate outstanding balances of the Pre-petition Loans and the Post-petition Loans for each NCSLT Trust are summarized in Section I.A.3(d) of the Disclosure Statement. Please see the response below to Question #11 for a discussion on how claim amounts were estimated. 6) What happens if an NCSLT Trust votes to reject the Plan of Reorganization? The secured and unsecured claim of an NCSLT Trust that votes to reject the Plan of Reorganization will be determined through litigation in the Bankruptcy Court. The Pledged Account will be transferred to an escrow account held by U.S. Bank pending a final order of the Bankruptcy Court in resolution of the Trust Adversary Proceeding. All net recoveries on both Pre-petition Loans and Post-petition Loans will continue to be deposited into escrow pending final order of the Bankruptcy Court in resolution of the Trust Adversary Proceeding. The Plan Trustee will create the Disputed Claims Reserve, and make distributions to other creditors on a pro rata basis assuming the disputed claim is allowed in full. 7) What is the Plan Trust and what are the assets of the Plan Trust? On or before the Effective Date, the Plan Trust will be established for the purpose of liquidating and distributing the assets to its beneficiaries. The beneficiaries will be the holders of any administrative and/or priority claims and unsecured claims against TERI. After payment of any administrative and/or priority claims, the unsecured creditors will receive a pro rata share of all distributions from the Plan Trust equal to the amount of Error! Unknown document property name.

12 each holder s unsecured claim as a percentage of the total unsecured claims up to the allowed amount of such unsecured claim. The Plan Trust assets will consist of the Available Cash, defaulted loans previously transferred to TERI (other than the Pre-petition Loans that will be transferred back to the NCSLT Trusts), all current and future net recoveries on such defaulted loans, Causes of Action, property received in respect of a Make and Wait Settlement, and all other property of the estate other than the assets that Reorganized TERI will be expressly permitted to retain. A pro forma statement of the assets that TERI will retain (the Reorganized TERI Assets ) can be found in the Plan Supplement. The Plan Trust will pay the fees and expenses of the Plan Trustee and its retained professionals out of the Plan Trust assets. 8) What are the total claims against TERI and what dividend does the Plan estimate will be paid to creditors? A summary of the treatment of Claims under the Plan is included in Section I.C of the Disclosure Statement. TERI and the Creditors Committee estimate that the General Unsecured Claim Distribution will result in a recovery of approximately 40% to 60% to holders of Allowed General Unsecured Claims. 9) What is the Trust Adversary Proceeding? In January 2009, the Creditors Committee filed an adversary complaint in the Bankruptcy Court against the owner trustee and indenture trustee of 17 securitization trusts (including all of the NCSLT Trusts), and against First Marblehead Data Services, Inc. (FMDS) as administrator of such trusts. The complaint generally alleges that the security interests granted by TERI to the trusts, excluding the security interests in the Pledged Accounts, are unperfected or may otherwise be avoided under the Bankruptcy Code. In particular, the complaint alleges that the Trusts do not have enforceable rights to recoveries received on or after April 7, 2008 and future recoveries on the Pre-petition Loans and the Post-petition Loans (as defined in the response to Question 5 above). In March 2009, FMDS and the owner trustee filed a motion to dismiss the Creditors Committee s adversary complaint. The indenture trustee also filed a motion to dismiss, joining the arguments made in the motion filed by FMDS and the owner trustee. The Creditors Committee filed an opposition to the motions to dismiss in April 2009, together with an amended complaint naming the trusts themselves as defendants. FMDS filed a response to the opposition and amended complaint in May In September 2009, the Bankruptcy Court denied the motions to dismiss. The Trusts and other defendants filed answers to the Trust Adversary Proceeding complaint on October 19, Please see Section I.A.3.(d) of the Disclosure Statement for the aggregate balances of Pre-petition Loans and Post-petition Loans transferred to TERI from each Trust. Error! Unknown document property name.

13 10) What is the Securitization Trust Settlement? The Securitization Trust Settlement is a settlement proposal made under TERI s Plan of Reorganization, which would provide for an estimation of each Trust s claims against TERI, a compromise of such claims, and the settlement of the Trust Adversary Proceeding. See the response to Question 5 above for a description of the settlement proposal. 11) How were the NCSLT Trusts allowed secured and unsecured claims estimated? The Creditors Committee developed a claims estimation model (referred to in the Plan of Reorganization as the Decoder ) that estimates the amount of student loan defaults that a TERI-guarantied loan holder will experience through the life of their loan portfolio. Generally, the Decoder calculates estimated claims by adding the unpaid default claims submitted to TERI through December 31, 2008 to the present value of projected future defaults less estimated future Recoveries. A loan holder s secured claim is equal to all or a portion of the funds remaining in its Pledged Account and such holder s unsecured claim is equal to the difference between the total estimated claim and the secured claim. TERI has also developed a claims estimation model (named the Debtor s Base Case ). The Debtor has agreed to use the Decoder in the Plan but reserves the right to use the Debtor s Base Case or such other methodology as it deems appropriate for any NCSLT Trust that does not accept the settlement. A description of the Decoder, the Debtor s Base Case and claim estimation methodology can be found in the Disclosure Statement. Please see Schedule B to the Plan of Reorganization for the proposed amount of each Trust s claim under the Decoder and the Debtor s Base Case and the Securitization Trust Settlement Claim. 12) If the Plan is approved, how will Plan Trust distributions to the NCSLT Trusts be applied? Any Plan Trust distributions or transfers of the Pledged Account funds received by the indenture trustee or its designee on behalf of an NCSLT Trust will, in accordance with the terms of the applicable trust indenture, be deposited into the trust collection account and, subject to the indenture trustee s right to payment of its fees and costs incurred or to be incurred by the indenture trustee in performing its duties, as well as for any indemnities owing or to become owing to such indenture trustee (including reasonable attorney s fees), shall be distributed on the next succeeding distribution date in accordance with the payment priorities established under the applicable trust indenture. Error! Unknown document property name.

14 13) What will happen to NCSLT Trust defaulted loans that have not been transferred to TERI? Defaulted loans that were not transferred by the Trusts to TERI remain the property of each NCSLT Trust. Each NCSLT Trust has previously entered into a special servicing agreement with First Marblehead Education Resources Inc., which will provide certain special servicing services with respect to such loans held by the NCSLT Trust, including the administration and oversight of collections on such loans by third-party collections agents. Error! Unknown document property name.

15 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS EASTERN DIVISION In re: THE EDUCATION RESOURCES INSTITUTE, INC., Debtor. ) ) ) ) ) ) ) ) Chapter 11 Case No (HJB) NOTICE OF (I) HEARING TO CONSIDER CONFIRMATION OF THE FOURTH AMENDED JOINT PLAN OF REORGANIZATION, (II) TIME FIXED FOR FILING ACCEPTANCES OR REJECTIONS THEREOF AND (III) DEADLINE FOR FILING OBJECTIONS THERETO PLEASE TAKE NOTICE that, on February 25, 2010, The Education Resources Institute, Inc. (the Debtor ) and the Official Committee of Unsecured Creditors (the Creditors Committee ), filed the Fourth Amended Joint Plan of Reorganization of The Education Resources Institute, Inc. and The Official Committee of Unsecured Creditors (as amended or modified, the Plan ) with the United States Bankruptcy Court for the District of Massachusetts (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that on March 8, 2010, the Court entered an order (the Solicitation Procedures Order ) approving the Disclosure Statement with respect to the Plan (as amended, modified or supplemented from time to time, the Disclosure Statement ). PLEASE TAKE FURTHER NOTICE that a hearing (the Confirmation Hearing ) will be held before the Honorable Henry J. Boroff, United States Bankruptcy Court Judge, in the United States Bankruptcy Court for the District of Massachusetts, Springfield Courtroom - Berkshire, 300 State Street, Springfield, MA 01105, on April 28, 2010 at 10:00 a.m., or as soon thereafter as counsel may be heard, to confirm the Plan. PLEASE TAKE FURTHER NOTICE that objections, if any, to confirmation of the Plan shall (a) be in writing, (b) state the name and address of the objecting party and nature of the claim or interest of such party, (c) state with particularity the basis and nature of any objection, (d) propose specific language changes to the Plan to cure the objection and indicate the corresponding section(s) and page(s) in the Plan to which such modifications are proposed to be made and (e) be filed, together with a proof of service, with the Bankruptcy Court and served so that they are actually received no later than 4:00 p.m. prevailing eastern time on April 23, 2010 by the following parties: (i) counsel for the Debtor: Goodwin Procter LLP, Exchange Place, Boston, MA 02109, Attn. Daniel M. Glosband, Esq., and Gina L. Martin, Esq., (ii) counsel for the Creditors Committee: Duane Morris LLP, 470 Atlantic Avenue, Boston, MA 02210, Attn. LIBC/

16 Jeffrey D. Sternklar, Esq. and (iii) Office of the United States Trustee for the District of Massachusetts, 5 Post Office Square, Suite 1000, Boston, MA PLEASE TAKE FURTHER NOTICE that the Disclosure Statement and Plan are on file with the Clerk of the Court and may be examined by any interested parties at the office of the Clerk of the Court, John W. McCormack Post Office and Court House, 5 Post Office Square, Suite 1150, Boston, MA Any creditor, or any other party in interest, may also obtain a copy of the Disclosure Statement, Plan and Solicitation Procedures Order from the Debtor s website at chapter11.epiqsystems.com/teri, or by contacting the Debtor s Voting Agent at (646) PLEASE TAKE FURTHER NOTICE that February 26, 2010 is the record date for determining which holders of claims against the Debtor may be entitled to vote in accordance with the Solicitation Procedures Order. PLEASE TAKE FURTHER NOTICE THAT 4:00 P.M. (PREVAILING EASTERN TIME) ON APRIL 23, 2010 IS FIXED AS THE DEADLINE FOR VOTING AND FOR SUBMISSION OF BALLOTS ACCEPTING OR REJECTING THE PLAN TO BE RECEIVED BY EPIQ BANKRUPTCY SOLUTIONS LLC, VOTING AGENT FOR THE DEBTOR. BALLOTS SHALL BE FILED WITH THE DEBTOR S BALLOTING AGENT AT THE FOLLOWING ADDRESS: By first class mail: By overnight courier or hand delivery: TERI BALLOT PROCESSING EPIQ BANKRUPTCY SOLUTIONS, LLC FDR STATION P.O. BOX 5014 NEW YORK, NY TERI BALLOT PROCESSING EPIQ BANKRUPTCY SOLUTIONS, LLC 757 THIRD AVENUE NEW YORK, NY PLEASE TAKE FURTHER NOTICE that for a Securitization Trust, KeyCorp Trust and certain of the Other Trusts that do not have a Voting Control Party, the vote of each such Trust to accept or reject the Plan shall be determined by the holders of notes issued by the applicable Securitization Trust, KeyCorp Trust or other Trust in accordance with the Solicitation Procedures Order. For each Trust that does have a Voting Control Party, the vote of the applicable Voting Control Party shall be deemed the vote of such Trust, as set forth in the Solicitation Procedures Order. 1 1 All capitalized terms not otherwise defined herein shall have the meanings given to them in the Plan or the Solicitation Procedures Order, as applicable. LIBC/

17 PLEASE TAKE FURTHER NOTICE that if you believe you are the holder of a claim in an impaired class receiving a distribution under the Plan and are entitled to vote to accept the Plan, but did not receive a ballot, you should contact the Voting Agent, Epiq Bankruptcy Solutions, LLC at (646) PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing may be adjourned from time to time without further notice to creditors or parties in interest. Dated: March 19, 2010 GOODWIN PROCTER LLP DUANE MORRIS LLP Daniel M. Glosband Jeffrey D. Sternklar Gina Lynn Martin 470 Atlantic Avenue Exchange Place Boston, MA State Street (857) Boston, MA (617) Attorneys for the Debtor and Debtor in Possession Attorneys for the Official Committee of Unsecured Creditors LIBC/