exv4w3



 





Exhibit 4.3



EXECUTION COPY



REGISTRATION RIGHTS AGREEMENT


          THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered
into as of May 20, 2003 by and among SLM Corporation, a Delaware corporation
(“the Company”), and J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Morgan Stanley & Co. Incorporated (collectively, the
“Initial Purchasers”) pursuant to the Purchase Agreement, dated May 14, 2003
(the “Purchase Agreement”), among the Company and the Initial Purchasers. In
order to induce the Initial Purchasers to enter into the Purchase Agreement,
the Company has agreed to provide the registration rights set forth in this
Agreement. The execution of this Agreement is a condition to the closing under
the Purchase Agreement.


          The Company agrees with the Initial Purchasers, (i) for their benefit as
Initial Purchasers and (ii) for the benefit of the beneficial owners (including
the Initial Purchasers) from time to time of the Debentures (as defined
herein), and the beneficial owners from time to time of the Underlying Common
Stock (as defined herein) issuable upon conversion of Debentures (each of the
foregoing a “Holder”, and together, the “Holders”), as follows:


     SECTION 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. In addition to the terms that are defined elsewhere in this
Agreement, the following terms shall have the following meanings:


          “Affiliate” with respect to any specified person, has the meaning
specified in Rule 144.


          “Business Day” means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.


          “Common Stock” means any shares of the common stock, $0.20 par
value per share, of the Company and any other shares of common stock as may
constitute “Common Stock” for purposes of the Indenture, including the
Underlying Common Stock.


          “Damages Accrual Period” has the meaning specified in Section 2(e)
hereof.


          “Damages Payment Date” means each January 25, April 25, July 25 and
October 25.


          “Debentures” means the Floating Rate Convertible Senior Debentures
due 2035 of the Company to be purchased pursuant to the Purchase Agreement.


          “Deferral Notice” has the meaning specified in Section 3(i) hereof.


          “Deferral Period” has the meaning specified in Section 3(i) hereof.


          “Effectiveness Deadline Date” has the meaning specified in Section
2(a) hereof.


 









 



          “Effectiveness Period” means the period beginning on the Issue Date
and ending on the earlier of (i) the sale pursuant to Rule 144 or the Initial
Shelf Registration Statement of all Registrable Securities thereunder and (ii)
the expiration of the holding period applicable to such Registrable Securities
held by persons not Affiliates of the Company under Rule 144(k) under the
Securities Act.


          “Event” has the meaning specified in Section 2(e) hereof.


          “Event Termination Date” has the meaning specified in Section 2(e)
hereof.


          “Event Date” has the meaning specified in Section 2(e) hereof.


          “Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.


          “Filing Deadline Date” has the meaning specified in Section 2(a)
hereof.


          “Holder” has the meaning specified in the second paragraph of this
Agreement.


          “Indenture” means the Indenture dated as of the date hereof between
the Company and the Trustee, as trustee, pursuant to which the Debentures are
being issued.


          “Initial Purchasers” shall have the meaning set forth in the
preamble to this Agreement.


          “Initial Shelf Registration Statement” has the meaning specified in
Section 2(a) hereof.


          “Issue Date” means May 20, 2003.


          “Liquidated Damages Amount” has the meaning specified in Section
2(e) hereof.


          “Losses” has the meaning specified in Section 6 hereof.


          “Material Event” has the meaning specified in Section 3(i) hereof.


          “Notice and Questionnaire” means a written notice delivered to the
Company containing substantially the information called for by the form of
Selling Security Holder Notice and Questionnaire attached as Annex A to the
Offering Memorandum of the Company, dated May 14, 2003, relating to the
Debentures.


          “Notice Holder” means on any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.


          “Prospectus” means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 415 promulgated under the
Securities Act), as amended or supplemented by any amendment or


2








 



prospectus supplement, including post-effective amendments, and all
materials incorporated by reference or explicitly deemed to be incorporated by
reference in such Prospectus.

          “Purchase Agreement” has the meaning specified in the first
paragraph of this Agreement.


          “Record Holder” means with respect to any Damages Payment Date
relating to any Debenture or shares of Underlying Common Stock as to which any
Liquidated Damages Amount has accrued, the registered holder of such Debenture
or such shares of Underlying Common Stock, as the case may be, on the 15th day
immediately prior to the next succeeding Damages Payment Date.


          “Registrable Securities” means the Debentures and the Underlying
Common Stock until such securities have been converted and, at all times
subsequent to any such conversion, any securities into or for which such
securities have been converted, and any security issued with respect thereto
upon any stock dividend, split, merger or similar event until, in the case of
any such security, the earliest of (i) its effective registration under the
Securities Act and resale in accordance with the Registration Statement
covering it, (ii) expiration of the holding period that would be applicable
thereto under Rule 144(k) were it not held by an Affiliate of the Company, or
(iii) its sale to the public pursuant to Rule 144.


          “Registration Expenses” has the meaning specified in Section 5
hereof.


          “Registration Statement” means any registration statement of the
Company that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective
amendments, all exhibits, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such registration
statement.


          “Restricted Securities” has the meaning assigned to such term in
Rule 144.


          “Rule 144” means Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.


          “Rule 144A” means Rule 144A under the Securities Act, as such Rule
may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the SEC having substantially the same effect as
such Rule.


          “SEC” means the United States Securities and Exchange Commission.


          “Securities Act” means the Securities Act of 1933, as amended, and
the rules and regulations promulgated by the SEC thereunder.


          “Shelf Registration Statement” has the meaning specified in Section
2(a) hereof.


          “Subsequent Shelf Registration Statement” has the meaning specified
in Section 2(b) hereof.


3









 



          “TIA” means the Trust Indenture Act of 1939, as amended.


          “Trustee” means the JPMorgan Chase Bank (or any successor entity),
the Trustee under the Indenture.


          “Underlying Common Stock” means the Common Stock into which the
Debentures are convertible or issued upon any such conversion.


     SECTION 2. Shelf Registration.


          (a) The Company shall prepare and file or cause to be prepared and filed
with the SEC no later than a date which is ninety (90) days after the Issue
Date (the “Filing Deadline Date”) a Registration Statement for an offering to
be made on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act (a “Shelf Registration Statement”) registering the resale from time to time
by Holders of all of the Registrable Securities (the “Initial Shelf
Registration Statement”). The Initial Shelf Registration Statement shall be on
Form S-3 or another appropriate form permitting registration of such
Registrable Securities for resale by such Holders in accordance with the
methods of distribution reasonably elected by the Holders pursuant to their
Notices and Questionnaires and set forth in the Initial Shelf Registration
Statement; provided that in no event will such method(s) of distribution take
the form of an underwritten offering of the Registrable Securities without the
prior agreement of the Company. The Company shall use reasonable efforts to
cause the Initial Shelf Registration Statement to be declared effective under
the Securities Act no later than the date (the “Effectiveness Deadline Date”)
that is one-hundred and eighty (180) days after the Issue Date, and to keep the
Initial Shelf Registration Statement (or any Subsequent Shelf Registration
Statement) continuously effective under the Securities Act until the expiration
of the Effectiveness Period. Each Holder that became a Notice Holder on or
prior to the date ten (10) Business Days prior to the time that the Initial
Shelf Registration Statement became effective shall be named as a selling
security holder in the Initial Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of Registrable Securities in accordance with the Securities Act
and applicable state securities laws generally applicable to all such Holders.
Notwithstanding the foregoing, no Holder shall be entitled to have the
Registrable Securities held by it covered by such Shelf Registration Statement
unless such Holder has provided a Notice and Questionnaire in accordance with
Section 2(d) and is in compliance with Section 4. The Company shall not permit
any of its security holders (other than the Holders of Registrable Securities
who comply with this Section 2(a)) to include any of the Company’s securities
in the Shelf Registration Statement.


          (b) If the Initial Shelf Registration Statement or any Subsequent Shelf
Registration Statement ceases to be effective for any reason at any time during
the Effectiveness Period, the Company shall use reasonable efforts to obtain
the prompt withdrawal of any order suspending the effectiveness thereof, and in
any event shall within forty-five (45) days of such cessation of effectiveness
amend the Shelf Registration Statement in a manner reasonably expected by the
Company to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional Shelf Registration Statement covering all of the
securities that as of the date of such filing are Registrable Securities (a
“Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration
Statement is filed, the Company


4








 



shall use reasonable efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is reasonably practicable after
such filing or, if filed during a Deferral Period, after the expiration of such
Deferral Period, and to keep such Registration Statement (or subsequent Shelf
Registration Statement) continuously effective until the end of the
Effectiveness Period.

          (c) The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration
Statement, if required by the Securities Act or, to the extent to which the
Company does not reasonably object, as reasonably requested by the Initial
Purchasers or by the Trustee on behalf of the registered Holders.


          (d) Each Holder of Registrable Securities agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(d) and Section 3(i) and Section 4. Each Holder of Registrable
Securities wishing to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus agrees to deliver a Notice and
Questionnaire and such other information as the Company reasonably requests to
the Company at least ten (10) Business Days prior to the effectiveness of the
Shelf Registration Statement in order to be named as a selling security holder
in the related Prospectus at the time of effectiveness. From and after the
date the Initial Shelf Registration Statement is declared effective, the
Company shall, within ten (10) Business Days after the date a Notice and
Questionnaire and such other information as the Company reasonably requests is
received, (i) if required by applicable law, file with the SEC a post-effective
amendment to the Shelf Registration Statement or prepare and, if required by
applicable law, file a supplement to the related Prospectus or a supplement or
amendment to any document incorporated therein by reference or file any other
document required by the SEC, so that the Holder delivering such Notice and
Questionnaire is named as a selling security holder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Registrable Securities in
accordance with the Securities Act and applicable state securities laws and, if
the Company shall file a post-effective amendment to the Shelf Registration
Statement, use reasonable efforts to cause such post-effective amendment to be
declared effective under the Securities Act as promptly as is reasonably
practicable, but no later than forty-five (45) days after the date of the
initial filing of such post-effective amendment; (ii) provide such Holder
copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify
such Holder as promptly as is reasonably practicable after the effectiveness
under the Securities Act of any post-effective amendment filed pursuant to
Section 2(d)(i); provided that if such Notice and Questionnaire is delivered
during a Deferral Period, the Company shall so inform the Holder delivering
such Notice and Questionnaire and shall take the actions set forth in clauses
(i), (ii) and (iii) above upon expiration of the Deferral Period in accordance
with Section 3(i), provided further, that if under applicable law the Company
has more than one option as to the type or manner of making any such filing, it
will make the required filing or filings in the manner or of a type that is
reasonably expected to result in the earliest availability of the Prospectus
for effecting resales of Registrable Securities. Notwithstanding anything
contained herein to the contrary, the Company shall be under no obligation to
name any Holder that is not a Notice Holder as a selling security holder in any
Registration Statement or related Prospectus; provided, however, that any
Holder that becomes a Notice Holder pursuant to the provisions of


5








 




Section 2(d) of this Agreement (whether or not such Holder was a Notice
Holder at the time the Registration Statement was initially declared effective)
shall be named as a selling security holder in the Registration Statement or
related Prospectus subject to and in accordance with the requirements of this
Section 2(d).

          (e) The parties hereto agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if (i) the Initial Shelf Registration Statement
has not been filed on or prior to the Filing Deadline Date, (ii) the Initial
Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, (iii) any
post-effective amendment to the Shelf Registration Statement has not been
declared effective under the Securities Act on or prior to forty-five (45) days
from the initial filing of such post-effective amendment with the SEC, or (iv)
the aggregate duration of Deferral Periods in any period exceeds the number of
days permitted in respect of such period pursuant to Section 3(i) hereof (each
of the events of a type described in any of the foregoing clauses (i) through
(iv) are individually referred to herein as an “Event,” and the Filing Deadline
Date in the case of clause (i), the Effectiveness Deadline Date in the case of
clause (ii), the date which is forty-five (45) days from the initial filing of
such post-effective amendment in the case of clause (iii), and the date on
which the aggregate duration of Deferral Periods in any period exceeds the
number of days permitted by Section 3(i) hereof in the case of clause (iv),
being referred to herein as an “Event Date”). Events shall be deemed to
continue until the “Event Termination Date,” which shall be the following dates
with respect to the respective types of Events: the date the Initial Shelf
Registration Statement is filed in the case of an Event of the type described
in clause (i), the date the Initial Shelf Registration Statement is declared
effective under the Securities Act in the case of an Event of the type
described in clause (ii), the date the post-effective amendment to the Shelf
Registration Statement is declared effective under the Securities Act in the
case of an Event of the type described in clause (iii), and termination of the
Deferral Period that caused the limit on the aggregate duration of Deferral
Periods in a period set forth in Section 3(i) to be exceeded in the case of the
commencement of an Event of the type described in clause (iv).


          Accordingly, commencing on (and including) any Event Date and ending on
(but excluding) the next date after an Event Termination Date (a “Damages
Accrual Period”), the Company agrees to pay, as liquidated damages and not as a
penalty, an amount (the “Liquidated Damages Amount”), payable on the Damages
Payment Dates to Record Holders of then outstanding Debentures that are
Registrable Securities or of then outstanding shares of Underlying Common Stock
issued upon conversion of Debentures that are Registrable Securities, as the
case may be, accruing, for each portion of such Damages Accrual Period
beginning on and including a Damages Payment Date (or, in respect of the first
time that the Liquidation Damages Amount is to be paid to Holders on a Damages
Payment Date as a result of the occurrence of any particular Event, from the
Event Date) and ending on but excluding the first to occur of (A) the date of
the end of the Damages Accrual Period or (B) the next Damages Payment Date, at
a rate per annum equal to one-quarter of one percent (0.25%) for the first
ninety (90) day period from the Event Date, and thereafter at a rate per annum
equal to one-half of one percent (0.5%) of the aggregate original principal
amount of such Debentures, determined as of the Business Day immediately
preceding the next Damages Payment Date; provided that any Liquidated Damages
Amount accrued with respect to any Debenture or portion thereof called for
redemption on a redemption date or converted into Underlying


6








 




Common Stock on a conversion date prior to the Damages Payment Date,
shall, in any such event, be paid instead to the Holder who submitted such
Debenture or portion thereof for redemption or conversion on the applicable
redemption date or conversion date, as the case may be, on such date (or
promptly following the conversion date, in the case of conversion).
Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to
any Registrable Security from and after the earlier of (x) the date such
security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount
with respect to any period shall not exceed the rate provided for in this
paragraph notwithstanding the occurrence of multiple concurrent Events.
Following the cure of all Events requiring the payment by the Company of
Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to
this Section, the accrual of Liquidated Damages Amounts will cease (without in
any way limiting the effect of any subsequent Event requiring the payment of
the Liquidated Damages Amount by the Company).

          The Trustee, subject to the applicable provisions of the Indenture, shall
be entitled, on behalf of Holders of Debentures or Underlying Common Stock, to
seek any available remedy for the enforcement of this Agreement, including for
the payment of any Liquidated Damages Amount. Notwithstanding the foregoing,
the parties agree that the sole monetary damages payable for a violation of the
terms of this Agreement with respect to which liquidated damages are expressly
provided shall be such liquidated damages. Nothing shall preclude a Notice
Holder or Holder of Registrable Securities from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.


          All of the Company’s obligations set forth in this Section 2(e) that are
outstanding with respect to any Registrable Security at the time such security
ceases to be a Registrable Security shall survive until such time as all such
obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).


          The parties hereto agree that the liquidated damages provided for in this
Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.


     SECTION 3. Registration Procedures. In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:


          (a) Before filing any Registration Statement or Prospectus or any
amendments or supplements (other than amendments or supplements that do nothing
more substantive than name one or more Notice Holders as selling security
holders) thereto with the SEC, furnish to the Initial Purchasers copies of all
such documents proposed to be filed and use reasonable efforts to reflect in
each such document when so filed with the SEC such comments as the Initial
Purchasers reasonably shall propose within three (3) Business Days of the
delivery of such copies to the Initial Purchasers.


7









 



          (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement continuously effective for the applicable period
specified in Section 2(a); cause the related Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) under the Securities Act;
and use reasonable efforts to comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all securities covered by
such Registration Statement during the Effectiveness Period in accordance with
the intended methods of disposition by the sellers thereof set forth in such
Registration Statement as so amended or such Prospectus as so supplemented.


          (c) As promptly as reasonably practicable give notice to the Initial
Purchasers and use its reasonable efforts to as promptly as reasonably
practicable give notice to Notice Holders (i) when any Prospectus, Prospectus
supplement, Registration Statement or post-effective amendment to a
Registration Statement has been filed with the SEC and, with respect to a
Registration Statement or any post-effective amendment, when the same has been
declared effective (provided, however, that the Company shall not be required
by this clause (i) to notify (A) the Initial Purchasers of the filing of a
Prospectus supplement that does nothing more substantive than name one or more
Notice Holders as selling security holders or (B) any Notice Holder of the
filing of a Prospectus supplement that does nothing more substantive than name
one or more other Notice Holders as selling security holders), (ii) of any
request, following the effectiveness of the Initial Shelf Registration
Statement under the Securities Act, by the SEC or any other federal or state
governmental authority for amendments or supplements to any Registration
Statement or related Prospectus or for additional information, (iii) of the
issuance by the SEC or any other federal or state governmental authority of
any stop order or injunction suspending or enjoining the use of any Prospectus
or the effectiveness of any Registration Statement or the initiation or
threatening of any proceedings for that purpose, (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose, and (v) of the determination by the Company that a post-effective
amendment to a Registration Statement will be filed with the SEC, which notice
may, at the discretion of the Company (or as required pursuant to Section
3(i)), state that it constitutes a Deferral Notice, in which event the
provisions of Section 3(i) shall apply.


          (d) Use reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or the lifting of any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case at the earliest possible moment or, if any
such order or suspension is made effective during any Deferral Period, at the
earliest possible moment after the expiration of such Deferral Period.


          (e) If reasonably requested by the Initial Purchasers or any Notice
Holder, as promptly as reasonably practicable incorporate in a Prospectus
supplement or post-effective amendment to a Registration Statement such
information as the Initial Purchasers or such Notice Holder shall, on the basis
of a written opinion of nationally-recognized counsel experienced in such
matters (which opinion shall also be addressed to the Company), determine


8








 



to be required to be included therein by applicable law and make any
required filings of such Prospectus supplement or such post-effective
amendment; provided that the Company shall not be required to take any actions
under this Section 3(e) that are not, in the reasonable opinion of counsel for
the Company, in compliance with applicable law.

          (f) As promptly as reasonably practicable after the filing of such
documents with the SEC, furnish to each Notice Holder and the Initial
Purchasers, upon their written request and without charge, at least one (1)
conformed copy of the Registration Statement and any amendment thereto,
including financial statements, but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits
(unless requested in writing to the Company by such Notice Holder or the
Initial Purchasers, as the case may be).


          (g) During the Effectiveness Period, deliver to each Notice Holder in
connection with any sale of Registrable Securities pursuant to a Registration
Statement, without charge, as many copies of the Prospectus or Prospectuses
relating to such Registrable Securities (including each preliminary prospectus)
and any amendment or supplement thereto as such Notice Holder may reasonably
request in writing; and the Company hereby consents (except during such periods
that a Deferral Notice is outstanding and has not been revoked) to the use of
such Prospectus or each amendment or supplement thereto by each Notice Holder
in connection with any offering and sale of the Registrable Securities covered
by such Prospectus or any amendment or supplement thereto in the manner set
forth therein.


          (h) Subject to Section 3(i), prior to any public offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use
reasonable efforts to cooperate with the Notice Holders in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Notice Holder reasonably requests in writing (which request may be included
in the Notice and Questionnaire), it being agreed that no such registration or
qualification will be made unless so requested; prior to any public offering of
the Registrable Securities pursuant to the Shelf Registration Statement, use
reasonable efforts to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period in connection
with such Notice Holder’s offer and sale of Registrable Securities pursuant to
such registration or qualification (or exemption therefrom) and do any and all
other acts or things necessary to enable the disposition in such jurisdictions
of such Registrable Securities in the manner set forth in the relevant
Registration Statement and the related Prospectus; provided that the Company
will not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it is not otherwise qualified or (ii) take
any action that would subject it to general service of process in suits or to
taxation in any such jurisdiction where it is not then so subject.


          (i) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact as a result of which any Registration Statement shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading, or any


9








 




Prospectus shall contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading (including, in any such case, as a result of the
non-availability of financial statements) (each, a “Material Event”), or (C)
the occurrence or existence of any pending corporate development that, in the
discretion of the Company, makes it appropriate to suspend the availability of
the Shelf Registration Statement and the related Prospectus, (i) in the case of
clause (B) above, subject to the next sentence, as promptly as practicable
prepare and file a post-effective amendment to such Registration Statement or a
supplement to the related Prospectus or any document incorporated therein by
reference or file any other required document that would be incorporated by
reference into such Registration Statement and Prospectus so that such
Registration Statement does not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and such Prospectus does not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
as thereafter delivered to the purchasers of the Registrable Securities being
sold thereunder, and, in the case of a post-effective amendment to a
Registration Statement, subject to the next sentence, use reasonable efforts to
cause it to be declared effective as promptly as is reasonably practicable, and
(ii) give notice to the Notice Holders that the availability of the Shelf
Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of
any Deferral Notice, each Notice Holder agrees not to sell any Registrable
Securities pursuant to the Registration Statement until such Notice Holder’s
receipt of copies of the supplemented or amended Prospectus provided for in
clause (i) above, or until it is advised in writing by the Company that the
Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus. The Company will use reasonable efforts to ensure that the
use of the Prospectus may be resumed (x) in the case of clause (A) above, as
promptly as is practicable, (y) in the case of clause (B) above, as soon as, in
the sole judgment of the Company, public disclosure of such Material Event
would not be prejudicial to or contrary to the interests of the Company or, if
necessary to avoid unreasonable burden or expense, as soon as reasonably
practicable thereafter and (z) in the case of clause (C) above, as soon as, in
the discretion of the Company, such suspension is no longer appropriate. So
long as the period during which the availability of the Registration Statement
and any Prospectus is suspended (the “Deferral Period”) does not exceed ninety
(90) days during any twelve (12) month period, the Company shall not incur any
obligation to pay liquidated damages pursuant to Section 2(e).

          (j) If reasonably requested in writing in connection with a disposition of
Registrable Securities pursuant to a Registration Statement, make reasonably
available for inspection during normal business hours by a representative for
the Notice Holders of such Registrable Securities and any broker-dealers,
attorneys and accountants retained by such Notice Holders, all relevant
financial and other records, pertinent corporate documents and properties of
the Company and its subsidiaries, and cause the appropriate executive officers,
directors and designated employees of the Company and its subsidiaries to make
reasonably available for inspection during normal business hours all relevant
information reasonably requested by such representative for the Notice Holders
or any such broker-dealers, attorneys or accountants in connection with such
disposition, in each case as is customary for similar “due diligence”
examinations; provided, however, that such persons shall first agree in writing
with


10








 



the Company that any information that is reasonably designated by the
Company in writing as confidential at the time of delivery of such information
shall be kept confidential by such persons and shall be used solely for the
purposes of exercising rights under this Agreement, unless (i) disclosure of
such information is required by court or administrative order or is necessary
to respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of any Registration
Statement or the use of any Prospectus referred to in this Agreement), (iii)
such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard by any such person or (iv) such
information becomes available to any such person on a non-confidential basis
from a source other than the Company and such source is not bound by a
confidentiality agreement; and provided further, that the foregoing inspection
and information gathering shall, to the greatest extent possible, be
coordinated on behalf of all the Notice Holders and the other parties entitled
thereto by the counsel referred to in Section 5.

          (k) Use its reasonable efforts to comply in all material respects with all
applicable rules and regulations of the SEC in connection with the transactions
contemplated by this Agreement; and make generally available to its
securityholders as soon as practicable after the effective date of a
Registration Statement earning statements (which need not be audited)
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act).


          (l) Cooperate with each Notice Holder to facilitate the timely preparation
and delivery of certificates representing Registrable Securities, if any, sold
pursuant to a Registration Statement, and cause such Registrable Securities to
be in such denominations as are permitted by the Indenture and registered in
such names as such Notice Holder may request in writing at least five Business
Days prior to any sale of such Registrable Securities.


          (m) Provide a CUSIP number for all Registrable Securities covered by each
Registration Statement not later than the effective date of such Registration
Statement and provide the Trustee for the Debentures and the transfer agent for
the Common Stock with certificates for the Registrable Securities, if any, that
are in a form eligible for deposit with The Depository Trust Company.


          (n) Make reasonable effort to provide such information as is required for
any filings required to be made with the National Association of Securities
Dealers, Inc.


          (o) Upon (i) the filing of the Initial Shelf Registration Statement and
(ii) the effectiveness of the Initial Shelf Registration Statement, announce
the same, in each case by release to Reuters Economic Services and Bloomberg
Business News or any other means of dissemination reasonably expected to make
such information known publicly.


          (p) Take all actions necessary, or reasonably requested by the Holders of
a majority of the Registrable Securities being sold, in order to expedite or
facilitate disposition of such Registrable Securities; provided that the
Company shall not be required to take any action in connection with an
underwritten offering without its consent; and


11









 



          (q) Cause the Indenture to be qualified under the TIA not later than the
effective date of any Registration Statement; and in connection therewith,
cooperate with the Trustee to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use reasonable efforts to cause the Trustee to
execute, all documents as may be required to effect such changes, and all other
forms and documents required to be filed with the SEC to enable the Indenture
to be so qualified in a timely manner.


     SECTION 4. Holder’s Obligations. Each Holder agrees, by
acquisition of the Registrable Securities, that no Holder of Registrable
Securities shall be entitled to sell any of such Registrable Securities
pursuant to a Registration Statement or to receive a Prospectus relating
thereto, unless such Holder has complied with the provisions of this Agreement
and has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 2(d) hereof (including the information required to be
included in such Notice and Questionnaire) and the information set forth in the
next sentence. Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information
previously furnished to the Company by such Notice Holder not misleading, any
other information regarding such Notice Holder and the distribution of such
Registrable Securities as may be required to be disclosed in the Registration
Statement under applicable law or pursuant to SEC comments and any information
otherwise required by the Company to comply with applicable law or regulations.
Each Holder further agrees, following termination of the Effectiveness Period,
to notify the Company within ten (10) Business Days of a request, of the amount
of Registrable Securities sold pursuant to the Registration Statement and, in
the absence of a response, the Company may assume that all of the Holder’s
Registrable Securities were so sold.


     SECTION 5. Registration Expenses. The Company shall bear all fees
and expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any of the
Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to
be made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws to the extent
such filings or compliance are required pursuant to this Agreement (including,
without limitation, reasonable fees and disbursements of the counsel specified
in the next sentence in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as the Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may designate)), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable
Securities in a form eligible for deposit with The Depository Trust Company),
(iii) duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Company in connection with the Shelf Registration Statement,
and (v) reasonable fees and disbursements of the Trustee and its counsel and of
the registrar and transfer agent for the Common Stock. In addition, the
Company shall pay the internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees performing
legal or accounting duties), the expense of any annual audit, the fees and
expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange on which



12








 




the same securities of the Company are then listed and the fees and
expenses of any person, including special experts, retained by the Company.


     SECTION 6. Indemnification; Contribution.


          (a) The Company agrees to indemnify and hold harmless each Initial
Purchaser and each Holder of Registrable Securities and each person, if any,
who controls any Initial Purchaser or any Holder of Registrable Securities
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, against any losses, claims, damages or liabilities, joint or
several, to which such persons may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any preliminary
prospectus, the Prospectus (or any amendment or supplement thereto), or the
Registration Statement (or any amendment or supplement thereto) or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading; and will reimburse such person for any legal or other expenses
reasonably incurred by such person in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
made in any preliminary prospectus, Prospectus, Registration Statement or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the Initial Purchasers,
such Holder of Registrable Securities (which also acknowledges the indemnity
provisions herein) or any person, if any, who controls an Initial Purchaser or
any such Holder of Registrable Securities expressly for use in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the
Prospectus (or any such amendment or supplement thereto); provided further,
however, that this indemnity agreement shall not apply to any loss, claim,
damage or liability (1) arising from an offer or sale of Registrable Securities
occurring during a Deferral Period, if a Deferral Notice was given to such
Notice Holder in accordance with Section 8(c), or (2) if the Holder fails to
deliver at or prior to the written confirmation of sale, the most recent
Prospectus, as amended or supplemented, and such Prospectus, as amended or
supplemented, would have corrected such untrue statement or omission or alleged
untrue statement or omission of a material fact and the delivery thereof was
required by law.


          (b) In connection with any Shelf Registration in which a Holder,
including, without limitation, the Initial Purchasers, of Registrable
Securities is participating, in furnishing information relating to such Holder
of Registrable Securities to the Company in writing expressly for use in such
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto, the Holders of such Registrable Securities
agree, severally and not jointly, to indemnify and hold harmless each Initial
Purchaser and each person, if any, who controls an Initial Purchaser within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act and the Company, and each person, if any, who controls the Company
within the meaning of either such Section, against any and all loss, claim,
damage and liability described in the indemnity contained in subsection (a) of
this Section, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise


13








 



out of or are based upon an untrue statement or alleged untrue statement
of material fact contained in any Registration Statement (or any amendment
thereto), or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto), or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Holder of Registrable Securities (which also acknowledges the indemnity
provisions herein) or any person, if any, who controls any such Holder of
Registrable Securities expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

          The Initial Purchasers agree to indemnify and hold harmless the Company,
the Holders of Registrable Securities, and each person, if any, who controls
the Company or any Holder of Registrable Securities within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act
against any and all loss, claim, damage and liability described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto), or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by or on behalf of the Initial Purchasers expressly for use in
the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto); and will
reimburse the Company for any legal or other expenses reasonably incurred by
the Company in connection with investigation or defending any such action or
claim as such expenses are incurred.


          (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified
party otherwise than under such subsection. In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party (which consent shall not be
unreasonably withheld, conditioned or delayed), be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation.


          (d) No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any


14








 



judgment with respect to, any pending or threatened action or claim in
respect of which indemnification or contribution may be sought under this
Section 6 (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include any statement as
to, or an admission of, fault, culpability or a failure to act, by or on behalf
of any indemnified party. The consent in this last sentence shall not be
unreasonably withheld, conditioned or delayed and the indemnifying party agrees
that the indemnified party shall in all cases be justified in withholding
consent unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out
of such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party.

          (e) If the indemnification to which an indemnified party is entitled under
this Section 6 is for any reason unavailable to or insufficient although
applicable in accordance with its terms to hold harmless an indemnified party
in respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, claims, damages and liabilities (or
actions in respect thereof) incurred by such indemnified party, as incurred, in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party or parties on the one hand and of the indemnified party on
the other hand in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations.


          The relative fault of the Company on the one hand and the Holders of the
Registrable Securities or the Initial Purchasers on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by the
Holder of the Registrable Securities or the Initial Purchasers and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


          The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 6(e). The
aggregate amount of losses, claims, damages, and liabilities incurred by an
indemnified party and referred to above in this Section 6(e) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.


          Notwithstanding the provisions of this Section 6, neither the Holder of
any Registrable Securities nor an Initial Purchaser, shall be required to
indemnify or contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such Holder of Registrable
Securities or by the Initial Purchaser, as the case may be, and distributed to
the public were offered to the public exceeds the amount of any damages that


15








 



such Holder of Registrable Securities or the Initial Purchaser has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

          No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.


          For purposes of this Section 6(e), each person, if any, who controls an
Initial Purchaser or any Holder of Registrable Securities within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Initial Purchaser or such Holder, and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as the Company.


     SECTION 7. Information Requirements. The Company covenants that,
if at any time before the end of the Effectiveness Period the Company is not
subject to the reporting requirements of the Exchange Act, it will cooperate
with any Holder of Registrable Securities and take such further reasonable
action as any Holder of Registrable Securities may reasonably request in
writing (including, without limitation, making such reasonable representations
as any such Holder may reasonably request), all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 and Rule 144A under the Securities Act and customarily
taken in connection with sales pursuant to such exemptions. Upon the written
request of any Holder of Registrable Securities, the Company shall deliver to
such Holder a written statement as to whether it has complied with such filing
requirements, unless such a statement has been included in the Company’s most
recent report required to be filed and filed pursuant to Section 13 or Section
15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section
7 shall be deemed to require the Company to register any of its securities
under any section of the Exchange Act.


     SECTION 8. Miscellaneous.


          (a) No Conflicting Agreements. The Company is not, as of the date
hereof, a party to, nor shall they, on or after the date of this Agreement,
enter into, any agreement with respect to the Company’s securities that
conflicts with the rights granted to the Holders of Registrable Securities in
this Agreement. The Company represents and warrants that the rights granted to
the Holders of Registrable Securities hereunder do not conflict with the rights
granted to the holders of the Company’s securities under any other agreements.


          (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of
Holders of a majority of the then outstanding Underlying Common Stock
constituting Registrable Securities (with Holders of Debentures deemed to be
the Holders, for purposes of this Section, of the number of outstanding shares
of Underlying Common Stock into which such Debentures are or would be
convertible or exchangeable as of the date on which such consent is requested).
Notwithstanding the foregoing, a waiver or


16








 




consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Securities whose
securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority of the Registrable
Securities being sold by such Holders pursuant to such Registration Statement;
provided that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence. Each Holder of Registrable Securities outstanding at the
time of any such amendment, modification, supplement, waiver or consent or
thereafter shall be bound by any such amendment, modification, supplement,
waiver or consent effected pursuant to this Section 8(b), whether or not any
notice, writing or marking indicating such amendment, modification, supplement,
waiver or consent appears on the Registrable Securities or is delivered to such
Holder.

          (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier,
by e-mail (provided, however, any Holder or Notice Holder must have provided to
the Company prior written consent to receive any such notice or communication
by e-mail), by courier guaranteeing overnight delivery or by first-class mail,
return receipt requested, and shall be deemed given (i) when made, if made by
hand delivery, (ii) upon confirmation, if made by telecopier or by e-mail,
(iii) one (1) Business Day after being deposited with such courier, if made by
overnight courier or (iv) on the date indicated on the notice of receipt, if
made by first-class mail, to the parties as follows:


     (A) if to a Holder of Registrable Securities that is not a Notice Holder,
at the address for such Holder then appearing in the Registrar (as defined in
the Indenture);


     (B) if to a Notice Holder, at the most current address given by such
Holder to the Company in a Notice and Questionnaire or any amendment thereto;


     (C) if to the Company, to:





SLM Corporation

11600 Sallie Mae Drive

Reston, Virginia 20193

Attention: Eric Watson

Telephone: (703) 810-6756

Telecopier: (703) 810-7586

E-mail: eric.watson@slma.com; and



 




     (D) if to the Initial Purchasers, to:





J.P. Morgan Securities Inc.

277 Park Avenue, 15th Floor

New York, New York 10172

Attention: Equity Syndicate

Telecopier: (212) 622-8358

E-mail: hank.wilson@jpmorgan.com



 






17








 





     and





Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, New York 10080

Attention: Syndicate Department

Telecopier: (212) 738-1069



 




     and





Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Attention: Global Capital Markets Syndicate Desk

Telecopier: (212) 761-0538



 




or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.



          (d) Approval of Holders. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or its affiliates (as
such term is defined in Rule 405 under the Securities Act) (other than the
Initial Purchasers or subsequent Holders of Registrable Securities if such
subsequent Holders are deemed to be such affiliates solely by reason of their
holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.


          (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties and, without requiring any express assignment, shall inure to the
benefit of and be binding upon each Holder of any Registrable Securities.


          (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.


          (g) Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.


          (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


          (i) Severability. If any term, provision, covenant or restriction
of this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use


18








 



their best efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights
and privileges of the parties shall be enforceable to the fullest extent
permitted by law.

          (j) Entire Agreement. This Agreement is intended by the parties as
a final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration rights.


          (k) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Sections 4, 5 or 6 hereof, the obligations
to make payments of and provide for Liquidated Damages under Section 2(e)
hereof to the extent such damages accrue prior to the end of the Effectiveness
Period, each of which shall remain in effect in accordance with its terms.


19









 



          IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.



	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,
	 	
	 	 	 	 	 	 	 
	 	 	 	 	SLM CORPORATION	 	 
	 	 	 	 	 	 	 
	 	 	
By	 	 	 	 
	 	 	 	 	
	 	 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 






 








 




Accepted as of the date

first above written:


J.P. MORGAN SECURITIES INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH
       INCORPORATED

MORGAN
STANLEY & CO. INCORPORATED



	 	 	 	 	 
	J.P. MORGAN SECURITIES INC.	 	
	 	 	 	 	 
	By:	 	 	 	 
	 	 	

	 	 
	 	 	
Name:	 	 
	 	 	
Title:	 	 






	 	 	 	 	 
	MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
	 	 	 	 	 
	By:	 	 	 	 
	 	 	

	 	 
	 	 	
Name:	 	 
	 	 	
Title:	 	 






	 	 	 	 	 
	MORGAN STANLEY & CO.	 	
	 	 	 	 	 
	By:	 	 	 	 
	 	 	

	 	 
	 	 	
Name:	 	 
	 	 	
Title: