PHEAA Announces Amendment to Tender Offer for Auction Rate Bonds

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Harrisburg, PA (June 9, 2011)—The Pennsylvania Higher Education Assistance Agency (the "Agency") today announced that it has amended its offer (the "Offer") to purchase up to $2,300,000,000 of its auction rate bonds (the "Auction Rate Bonds"). The terms and conditions of the Offer are set forth in the Offer to Purchase dated May 31, 2011 (the "Offer to Purchase"), as amended by Supplement No. 1 dated June 9, 2011 (the "Supplement"). The Offer to Purchase currently provides that any bondholder of Auction Rate Bonds that tenders such Auction Rate Bonds waives any right to the redemption of such Auction Rate Bonds during the tender period and thereafter, as more fully described in the Offer to Purchase. The purpose of the Supplement is to amend the terms of the Offer to provide, instead, that Auction Rate Bonds that are called for optional redemption prior to the settlement date out of revenues generated from student loans held in the trust estate under the Indenture of Trust dated August 1, 1997, as amended and supplemented, will be redeemed at par on the applicable redemption date in accordance with their terms whether or not such Auction Rate Bonds are tendered for purchase pursuant to the Offer. Bondholders are urged to read the Offer to Purchase and the Supplement carefully.

The Offer is scheduled to expire at 5:00 p.m., Eastern time, on June 21, 2011, unless extended.

Morgan Stanley & Co. LLC is the dealer manager for the tender offer.

Morgan Stanley & Co. LLC
1585 Broadway, 2nd Floor
New York, NY 10036
Phone: (212) 761-0925
Attn: PHEAA Tender Offer

Bondholder Communications LLC is the information and tender agent. Bondowners or their representatives may request copies of the Offer to Purchase and the Supplement, which contain the full terms and conditions of the Offer, and submit any questions or requests for assistance to:

Bondholder Communications Group LLC
30 Broad Street, 46th Floor
New York, NY 10004
Attn: Phoebe Adams
Fax: (212) 437-9827

Banks and Brokers Call: (212) 809-2663
All Others call Toll Free: (888) 385-2663
Email: padams@bondcom.com
Website: www.bondcom.com/pheaa

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any Auction Rate Bonds. The Offer is being made solely pursuant to the Offer to Purchase and the Supplement. The Offer is not being made to holders of Auction Rate Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.




Forward Looking Statements
This press release contains forward-looking statements that involve a variety of business risks and other uncertainties that could cause actual results to differ materially. Words such as "expects," "intends," "plans," "projects," "believes," "estimates" and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Forward-looking statements speak only as of the date made. There is no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date as of which they are made. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this release or that may be made elsewhere from time to time by, or on behalf of, the Agency.