exv4w1



 



Exhibit 4.1



FOURTH SUPPLEMENTAL INDENTURE

 

between

 

SLM CORPORATION

 

and

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

 

Dated as of January 16, 2003

 

Up to $2,000,000,000

 

EdNotes SM


 

 







 






 









          FOURTH SUPPLEMENTAL INDENTURE, dated as of January 16, 2003 (this
“Supplemental Indenture”), between SLM Corporation, a Delaware
corporation (the “Company”), and Deutsche Bank Trust Company Americas,
as trustee (the “EdNotes Trustee”) for the EdNotes (defined below) under
the Indenture, dated as of October 1, 2000 (the “Base Indenture”, and,
together with this Supplemental Indenture, each as amended or supplemented,
collectively the “Indenture”), between the Company (formerly known as
USA Education, Inc.) and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank; the “Original Trustee”), and as consented to by the
Original Trustee.


RECITALS


          WHEREAS, the Company executed and delivered the Base Indenture to the
Original Trustee to provide for the future issuance of debentures, notes or
other evidences of indebtedness of the Company to be issued from time to time
in one or more series as might be determined by the Company under the
Indenture, in an unlimited aggregate principal amount which may be
authenticated and delivered as provided in the Base Indenture;


          WHEREAS, pursuant to the terms of the Base Indenture, the Company desires
to provide for the establishment of a series of senior unsecured and
unsubordinated notes to be known as the Medium Term Notes of the Company,
Series B, due nine months or longer from the date of issue, otherwise known as
EdNotes SM (the “EdNotes”); and the form and substance of the EdNotes
and the terms, provisions and conditions of the EdNotes are to be set forth in
an officers’ certificate under Section 2.02 of the Base Indenture;


          WHEREAS, the Company has filed with the Securities and Exchange
Commission a Prospectus and a Prospectus Supplement, each dated January 16,
2003 (collectively, the “Prospectus”), to Registration Statement (File
No. 333-90316) pursuant to Rule 424(b) of the General Rules and Regulations
under the Securities Act with respect to an offering of up to $2,000,000,000 of
the EdNotes; and


          WHEREAS, the Company is appointing Deutsche Bank Trust Company Americas as
trustee for the EdNotes, and Deutsche Bank Trust Company Americas is entering
into this Supplemental Indenture in order to accept such appointment, and the
Original Trustee is consenting to the terms of this Supplemental Indenture;
and


          WHEREAS, all requirements necessary to make this Supplemental Indenture a
valid instrument in accordance with its terms have been performed, and the
execution and delivery of this Supplemental Indenture have been duly authorized
in all respects.


          NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which hereby is acknowledged, the parties covenant and agree as
follows:


 






 


ARTICLE 1



DEFINITIONS



     1.1     Definition of Terms. Capitalized terms used and not otherwise
defined in this Supplemental Indenture have the meanings ascribed to them below:



		
	 	        "Base Indenture” is defined in the introductory paragraph.
	 
	 	        "Company” is defined in the introductory paragraph.
	 
	 	        "EdNotes” is defined in the recitals.
	 
	 	        "EdNotes Trustee” is defined in the introductory paragraph.
	 
	 	        "Holder” is defined in the Base Indenture.
	 
	 	        "Indenture” is defined in the introductory paragraph.
	 
	 	        "Original Trustee” is defined in the introductory paragraph.
	 
	 	        "Prospectus” is defined in the recitals.
	 
	 	        "Series A Notes” are the Medium Term Notes, Series A, of the
Company.
	 
	 	        "Series of Securities” is defined in the Base Indenture.
	 
	 	        "Supplemental Indenture” is defined in the introductory paragraph.
	 
	 	        "Trustee” is defined in the Base Indenture.
	 
	 	        "Trust Indenture Act” is the Trust Indenture Act of 1939, as
amended.



     1.2     Other Rules of Construction. For all purposes of this
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:


               (a)     capitalized terms used and not defined in this Supplemental Indenture
have the meanings assigned to them in the Base Indenture;


               (b)     all terms used in this Supplemental Indenture which are defined in the
Trust Indenture Act, whether directly or by reference therein, have the
meanings assigned to them in the Trust Indenture Act;


               (c)     “or” is not exclusive;


               (d)     words in the singular include the plural, and words in the plural
include the singular;


               (e)     a reference to a Section or Article is to a Section or Article of this
Supplemental Indenture;


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               (f)     the words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Supplemental Indenture as a whole and not to any
particular Article, Section or other subdivision; and


               (g)     headings are for convenience of reference only and do not affect
interpretation.


ARTICLE 2



APPOINTMENT OF EDNOTES TRUSTEE



     2.1     Appointment and Acceptance of EdNotes Trustee. The Company
hereby appoints the EdNotes Trustee as trustee under the Indenture with respect
to the EdNotes Series of Securities and vests in the EdNotes Trustee all the
rights, powers, trusts and duties of “Trustee” under the Indenture in respect
of the EdNotes Series of Securities. The EdNotes Trustee accepts such
appointment, it being acknowledged and agreed that the EdNotes Trustee shall
have no rights, powers, trusts nor duties of Trustee under the Indenture with
respect to any Series of Securities other than the EdNotes.


     2.2     Rights and Powers of the Original Trustee. All rights, powers,
trusts and duties of the Original Trustee with respect to the Series A Notes shall continue to be vested in the Original Trustee.


     2.3     No Co-Trustee Relationship. Nothing in the Base Indenture or
this Supplemental Indenture shall constitute the Original Trustee and the EdNotes Trustee as
co-trustees of the same trust, and each such Trustee shall be trustee of a trust hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee.


     2.4     No Joint Liability. Neither the Original Trustee nor the
EdNotes Trustee shall be personally liable by reason of any act or omission of the other in connection with their respective responsibilities under the Indenture.


ARTICLE 3



APPOINTMENT OF REGISTRAR AND PAYING AGENT



     3.1     Appointment of Registrar and Paying Agent. Pursuant to Section
2.04 of the Base Indenture, the Company hereby appoints the EdNotes Trustee as the Registrar and
Paying Agent for the EdNotes, unless a pricing supplement to the Prospectus
setting forth the terms of an issuance of EdNotes states otherwise.


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ARTICLE 4



MISCELLANEOUS



     4.1     Notices.


               (a)     Any notice or communication by the Company or the EdNotes Trustee is
duly given if in writing and delivered in person, sent by facsimile or mailed
by certified mail:



		
	 	        if to the Company to:
	 
	 	        SLM Corporation

        11600 Sallie Mae Drive

        Reston, Virginia 20193

        Attention: Executive Vice President and Chief Executive Officer

        Facsimile No.: 703-810-7689
	 
	 	        if to the EdNotes Trustee to:
	 
	 	        Deutsche Bank Trust Company Americas

        280 Park Avenue

        New York, New York 10017

        Attention: Corporate Trust and Agency Services

        Facsimile No.: 212-454-2223



               (b)     The Company or the EdNotes Trustee by notice to the others may
designate additional or different addresses for subsequent notices or
communications.


     4.2     Ratification of Base Indenture; Supplemental Indenture
Controls. The Base Indenture, as supplemented by this Supplemental
Indenture, is in all respects ratified and confirmed, and this Supplemental
Indenture shall be deemed part of the Base Indenture in the manner and to the
extent provided in the Base Indenture and this Supplemental Indenture. The
provisions of this Supplemental Indenture shall supersede the provisions of the
Base Indenture in the event and to the extent the Base Indenture is
inconsistent with this Supplemental Indenture.


     4.3     Trustee Not Responsible for Recitals. The recitals in this
Supplemental Indenture are made by the Company, and no Trustee assumes any
responsibility for their correctness. Neither the Original Trustee nor the
EdNotes Trustee makes any representation as to the validity or sufficiency of
this Supplemental Indenture.


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     4.4     Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES THEREOF.


     4.5     Separability. In case any one or more of the provisions
contained in this Supplemental Indenture shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Supplemental
Indenture, but this Supplemental Indenture shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein
or therein.


     4.6     Counterparts. This Supplemental Indenture may be executed in
any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.


[remainder of page left blank intentionally]


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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year set forth above.



	 
	SLM CORPORATION

	By: /s/ JOHN F. REMONDI

Name: John F. Remondi

Title: Executive Vice President and Chief Financial

            Officer

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not

in its individual capacity, but solely as the EdNotes Trustee

	By: /s/ HOWARD TOPS                                  

Name: Howard Tops                                          

Title: Managing Director                                    

	ACCEPTED AND AGREED:

	JPMORGAN CHASE BANK, not in its individual capacity,

but solely as the Original Trustee

	By: /s/ PATRICIA M.T. RUSSO                                

Name: Patricia M.T. Russo                                  

Title: Vice President