exv4w1



 





Exhibit 4.1



AMENDED FOURTH SUPPLEMENTAL INDENTURE




between




SLM CORPORATION




and




DEUTSCHE BANK TRUST COMPANY AMERICAS




Dated as of December 17, 2004




 









 





     AMENDED FOURTH SUPPLEMENTAL INDENTURE, dated as of December 17, 2004 (this “Amended Fourth
Supplemental Indenture”), between SLM Corporation, a Delaware corporation (the
“Company”), and Deutsche Bank Trust Company Americas, as trustee (the “EdNotes
Trustee”), which amends the Fourth Supplemental Indenture, dated as of January 16, 2003 (the
“Supplemental Indenture”), between the Company and the EdNotes Trustee, as consented to by
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) (the “Original Trustee”)
for the EdNotes (defined below) under the Indenture, dated as of October 1, 2000 (the “Base
Indenture”, together with this Amended Fourth Supplemental Indenture and the Supplemental
Indenture, each as amended or supplemented, collectively the “Indenture”), between the
Company (formerly known as USA Education, Inc.) and 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 established a series of
senior unsecured and unsubordinated notes known as the Medium Term Notes of the Company, Series B,
due nine months or longer from the date of issue, otherwise known as EdNotesSM (the
“EdNotes”) on January 23, 2003; 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, pursuant to Rule 424(b) of the General Rules and Regulations under the Securities
Act, the Company (i) has filed with the Securities and Exchange Commission a Prospectus and a
Prospectus Supplement, each dated January 23, 2003, to Registration Statement (File No. 333-90316)
with respect to an offering of up to $2,000,000,000 of the EdNotes and (ii) will file with the
Securities and Exchange Commission a prospectus and a prospectus supplement to Registration
Statement (File No. 333-107132) with respect to an offering of up to $3,000,000,000 of the EdNotes;



     WHEREAS, the Company may file additional prospectuses and prospectus supplements to an
effective registration statement or registration statements with respect to additional offerings of
the EdNotes in the future;



     WHEREAS, the Company and the EdNotes Trustee hereby amend the Fourth Supplemental Indenture by
this Amended Fourth Supplemental Indenture; and



     WHEREAS, all requirements necessary to make this Amended Fourth Supplemental Indenture a valid
instrument in accordance with its terms have been performed, and the execution and delivery of this
Amended Fourth 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 4.1 is hereby replaced in its entirety by the following text:



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

12061 Bluemont Way

Reston, Virginia 20190

Attention: Executive Vice President and Chief Executive Officer

Facsimile No.: 703-984-5673



     if to the EdNotes Trustee to:


Deutsche Bank Trust Company Americas

60 Wall Street, 27th Floor

New York, New York 10005

Attention: Trust & Securities Services

Facsimile No.: 212-797-8614



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



[remainder of page left blank intentionally]




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



	 	 	 	 	 
	 	 	SLM CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ John F. Remondi


	

	 	Name:

Title:
	 	John F. Remondi

Executive Vice President, Finance
	 
	 	 	 	 
	 	 	DEUTSCHE BANK TRUST
COMPANY AMERICAS, not in its individual capacity, but solely as the EdNotes Trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ Susan Johnson



	

	 	Name:

Title:
	 	Susan Johnson

Vice President
	 
	 	 	 	 
	 	 	DEUTSCHE BANK TRUST
COMPANY AMERICAS, not in its individual capacity, but solely as the EdNotes Trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ Wanda Camacho



	

	 	Name:

Title:
	 	Wanda Camacho

Vice President