Exhibit 4.1


 


SECOND AMENDED FOURTH  SUPPLEMENTAL
INDENTURE


 


between


 


SLM CORPORATION


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


 


Dated as of July 22,
2008


 

















 


SECOND AMENDED FOURTH SUPPLEMENTAL INDENTURE
(this “Second Amended Fourth Supplemental Indenture”), dated as of July 22,
2008, between SLM Corporation, a Delaware corporation (the “Company”),
and Deutsche Bank Trust Company Americas, as trustee (the “EdNotes Trustee”),
which amends the Amended Fourth Supplemental Indenture, dated as of December 17,
2004 (the “Amended Fourth Supplemental Indenture”), between the Company
and the EdNotes Trustee, which amends the Fourth Supplemental Indenture, dated
as of January 16, 2003 (the “Fourth Supplemental Indenture”),
between the Company and the EdNotes Trustee, as consented to by JPMorgan Chase
Bank, National Association (formerly known as The Chase Manhattan Bank), as the
original trustee (the “Original Trustee”) for the EdNotes (defined
below) under the Indenture, dated as of October 1, 2000 (the “Base
Indenture”, together with this Second Amended Fourth Supplemental Indenture,
the Amended Fourth Supplemental Indenture and the Fourth Supplemental
Indenture, each as amended or supplemented, collectively the “Indenture”),
between the Company and The Bank of New York, as successor to JPMorgan Chase
Bank, National Association.


 


W I T N E S S E T H


 


WHEREAS, the Company executed and delivered
the Base Indenture 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 EdNotes®
(the “EdNotes”) on January 23, 2003; the form and substance of the
EdNotes and the terms, provisions and conditions of the EdNotes to be set forth
in an officers’ certificate under Section 2.02 of the Base Indenture;


 


WHEREAS, the Company (i) has filed with
the Securities and Exchange Commission (A) 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, (B) a
Prospectus and a Prospectus Supplement, each dated January 5, 2005, to
Registration Statement (File No. 333-107132) with respect to an offering
of up to $3,000,000,000 of the EdNotes, and (C) a Registration Statement
(File No. 333-130584) under the Securities Act including a Prospectus dated
July 22, 2008 containing a general description of the debt securities that
the Company may offer from time to time, and (ii) will file with the
Securities and Exchange Commission a Prospectus Supplement to Registration
Statement (File No. 333-130584) with respect to an unlimited aggregate
principal amount of EdNotes;


 


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WHEREAS, the Company desires to increase the
aggregate principal amount of EdNotes that may be issued from time to time from
$3,000,000,000 to an unlimited aggregate principal amount of 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 Second Amended Fourth
Supplemental Indenture; and


 


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


 


NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the EdNotes Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of
the EdNotes as follows:


 


ARTICLE 1



DEFINITIONS


 


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


 


“Amended
Fourth Supplemental Indenture” is defined in the introductory paragraph.


 


“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.


 


“Fourth
Supplemental Indenture” 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.


 


“Second
Amended Fourth 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.


 


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


 


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


 


(b)           all terms used in this Second
Amended 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 Second Amended Supplemental
Indenture;


 


(f)            the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Second Amended 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


 


AGGREGATE PRINCIPAL AMOUNT OF EDNOTES


 


2.1           Aggregate Principal Amount
of EdNotes.  The
aggregate principal amount of EdNotes that may be authenticated and delivered
is unlimited.  The Company is entitled
under Section 2.02(b) of the Base Indenture to further reopen the EdNotes
by offering additional Securities of the EdNotes.  Upon satisfaction of the requirements of Section 2.03
of the Base Indenture, the EdNotes Trustee shall authenticate EdNotes for
original issuance up to an unlimited aggregate principal amount.


 


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ARTICLE 3


 


MISCELLANEOUS


 


3.1           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 20191

Attention:  Senior Vice President 

Facsimile No.:  703-984-6586


 


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.:  732-578-4635


 


with
a copy to:


 


Deutsche
Bank National Trust Company, 

Attention:  Trust & Securities
Services

25 DeForest Avenue, 2nd Floor

Summit, NJ 07901


 


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


 


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


 


3.3           Trustee Not Responsible for Recitals. 
The recitals in this Second Amended Fourth Supplemental Indenture are
made by the Company, and the EdNotes Trustee assumes no 


 


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responsibility for their correctness. 
Neither the Original Trustee nor the EdNotes Trustee makes any
representation as to the validity or sufficiency of this Second Amended Fourth Supplemental
Indenture.


 


3.4           Governing Law. 
THIS SECOND AMENDED FOURTH 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.


 


3.5           Separability. 
In case any one or more of the provisions contained in this Second
Amended Fourth 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 Second
Amended Fourth Supplemental Indenture, but this Second Amended Fourth Supplemental
Indenture shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.


 


3.6           Counterparts. 
This Second Amended Fourth 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.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Second 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: John F. Remondi

  
	
   

  	
  Title: Vice Chairman
  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, 

  not in its individual capacity, but solely as the EdNotes 

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: DEUTSCHE BANK NATIONAL TRUST 

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David Contino

  
	
   

  	
  Name: David Contino

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth R. Ring

  
	
   

  	
  Name: Kenneth R. Ring

  
	
   

  	
  Title: Vice President