exv4w1





Exhibit 4.1



SLM CORPORATION



OFFICERS’ CERTIFICATE



     This certificate is furnished to The Bank of New York Mellon, as successor to J.P. Morgan
Chase Bank, National Association, as trustee (the “Trustee”), for the securities
designated as Medium Term Notes, Series A (the “Series A Notes”) of SLM Corporation, a
Delaware corporation (the “Company”), pursuant to Sections 2.02(a) and (c) of the
Indenture, dated as of October 1, 2000 (the “Base Indenture”), between the Company and The
Bank of New York Mellon, as subsequently amended and supplemented (the Base Indenture, as amended
and supplemented, is referred to herein as the “Indenture”).



     By resolution dated May 10, 2001, the Board of Directors of the Company authorized the Company
to develop a medium term note program or programs and to issue and sell medium term notes and
authorized certain officers or any one of their designees to take or cause to be taken actions
under such resolution. By officers’ certificate dated May 5, 2006, the Company established,
pursuant to Section 2.02 of the Indenture, the Series A Notes.



     The undersigned, John F. Remondi, Vice Chairman and Chief Financial Officer
of the Company, and Carol R. Rakatansky, Corporate Secretary of the Company, hereby make this
certificate in order to set forth the terms of the Notes set forth in the pricing supplement or
pricing supplements, and to be issued on March 22, 2010 (the “Notes”).



     A. The resolution of the Board of Directors of the Company authorizing the issuance from time
to time of the Company’s Series A Notes is attached as Exhibit A to this certificate.



     B. The terms of the Notes, including the principal amount, maturity date, method for
calculating and paying interest and applicable covenants, are as set forth in Exhibit B to
this certificate.



     C. The Notes shall be evidenced by the Medium Term Note, Series A, Master Note previously
delivered to the Trustee, a copy of which is attached as Exhibit C to this certificate.



     D. Each of the undersigned (i) has read Section 2.02 and other relevant provisions of the
Indenture, (ii) has examined documents and made inquiries of officers of the Company or its
affiliates in order to ascertain compliance with Section 2.02 of the Indenture, (iii) is of the
opinion that the signing officer has made such examination and investigation as the signing officer
deems necessary to enable such officer to express an informed opinion as to whether the conditions
of Section 2.02 of the Indenture have been complied with, and (iv) is of the opinion that the
requirements of Section 2.02 of the Indenture have been complied with.



     IN WITNESS WHEREOF, we have executed this certificate as of March 17, 2010.



	 	 	 	 	 	 	 

	/s/ John F. Remondi

	 	 	 	/s/ Carol R. Rakatansky	 	 
	 

	 	 	 	 	 	 
	John F. Remondi

	 	 
	 	Carol R. Rakatansky
	 	 
	Vice Chairman and Chief Financial Officer

	 	 	 	Corporate Secretary	 	 
	SLM Corporation

	 	 	 	SLM Corporation	 	 


















 






 


Exhibit A


 


USA Education, Inc.


Meeting of the Board of Directors


May 10, 2001


 


5/01-2/1-2


 


RESOLUTIONS


 


(Pertaining to the Creation and Authorization of a Medium
Term Note

Program or Programs)


 


WHEREAS, the Board of
Directors has determined that it is in the best interest of the Corporation to
develop alternative financing sources for origination and purchases of
education-related and other loans by its subsidiaries (other than the Student
Loan Marketing Association), repurchases of stock and other permitted general
corporate purposes;


 


NOW, THEREFORE, BE IT
RESOLVED, that the Corporation is hereby directed to explore and develop a
medium term note program or programs;


 


FURTHER RESOLVED, that the
Corporation and its subsidiaries (other than the Student Loan Marketing
Association) shall be authorized in connection with such medium term note
program or programs: (1) to issue and sell medium term notes, including
but not limited any debt (which may or may not be designated as a medium term
note) issued under a registration statement or debt exempt from registration
requirements, (2) to establish and borrow under credit, letter of credit
or other liquidity facilities or other credit enhancement, (3) to use the
proceeds of such medium term note issuances to repurchase the Corporation’s
common shares, originate and purchase education-related and other loans, notes
or other assets through subsidiaries (other than the Student Loan Marketing
Association), to make loans or advances to the Corporation’s subsidiaries, or
for other permitted general corporate purposes, (4) to sell, transfer,
pledge or otherwise encumber any and all of such student loans, notes or other
assets, (5) to execute and deliver all instruments and agreements that may
be necessary, appropriate or desirable (including, without limitation, global
securities definitive form certificates representing the medium term notes,
other forms of notes or evidences of debt, distribution agreements, terms
agreements, indentures, credit enhancement or liquidity facility agreements and
any other agreements with administrative or distribution agents, ratings
agencies, placement agents, underwriters, trustees or other agents), (6) to
file one or more registration statements on Form S-3 and any pre- or post-
effective amendment thereto with the Securities and Exchange Commission with
regard to the securities described herein, and (7) to take all other
actions and to do all other things necessary, appropriate or desirable in
connection with and to accomplish the foregoing;


 


FURTHER RESOLVED, that in
furtherance of the development and establishment of such a program or programs,
the Chief Executive Officer, any Executive Vice President, the Chief Financial
Officer or any one of their respective designees (collectively, the “Authorized
Officers”) are authorized to take or cause to be taken any and all such actions
as such officer or officers may deem necessary or desirable to carry out the purpose
and intent of the forgoing resolutions, and any and all actions heretofore
taken by any one or more of such Authorized Officers in connection with the
transactions contemplated herein are hereby ratified, approved and confirmed.


 
















 





Exhibit B




	 	 	 

	Pricing Supplement No. 1 dated March 17, 2010

	 	Filed under Rule 424(b)(2)
	(to Prospectus dated November 20, 2008

	 	File No. 333-155492
	and Prospectus Supplement dated March 17, 2010)
	 	 






SLM Corporation

Medium Term Notes, Series A

Due 9 Months or Longer From the Date of Issue




	 	 	 	 	 	 	 	 	 	 	 	 	 

	Principal Amount:
	 	$1,500,000,000	 	Floating Rate Notes:	 	o           	 	Fixed Rate Notes:	 	 	þ
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Original Issue Date:
	 	March 22, 2010	 	Closing Date:	 	March 22, 2010	 	CUSIP Number:	 	78442F EJ 3
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Maturity Date:
	 	March 25, 2020	 	Option to Extend Maturity:	 	þ      No

 o     Yes	 	Specified Currency:	 	U.S. Dollars
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	If Yes, Final Maturity Date:	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 

	Redeemable in whole or in part at the
option of the Company:

	 	o
þ
	 	No

Yes
	 	Redemption Price:
	 	See “Additional Terms of the Notes
— Optional Redemption.”
	 

	 	 	 	 	 	Redemption Dates:
	 	At any time as described in
“Additional Terms of the Notes —
Optional Redemption.”
	 
	 	 	 	 	 	 	 	 
	Repayment at the option of the Holder:

	 	þ
	 	No
	 	Repayment Price:
	 	Not Applicable.
	 

	 	o
	 	Yes
	 	Repayment Dates:
	 	Not Applicable.
	 
	 	 	 	 	 	 	 	 
	Repurchase Upon a Change of Control
Triggering Event:

	 	o
	 	No	 	 	 	 
	 

	 	þ
	 	Yes	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Applicable to Fixed Rate Notes Only:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Interest Rate: 8.000%.

	 	 	 	 	 	Interest Payment Dates:
	 	Each March 25th and September 25th during the term of the
Notes, unless earlier redeemed, beginning September 25, 2010, subject to adjustment in accordance with the
following business day convention.
	 
	 	 	 	 	 	 	 	 
	Interest Accrual Method: 30/360.

	 	 	 	 	 	Interest Periods:
	 	From and including the Closing Date or each March 25th and
September 25th thereafter, as the case may be, to and including the next succeeding March
24th and September 24th, as the case may be, unless earlier redeemed, with no
adjustment to period end dates for accrual purposes.






Joint Book-Running Managers




	 	 	 	 	 

	BofA Merrill Lynch
	 	Barclays Capital
	 	J.P. Morgan





Co-Managers



	 	 	 	 	 

	Credit Suisse
	 	Deutsche Bank Securities
	 	 RBC Capital Markets





RBS


 




March 17, 2010


CALCULATION OF REGISTRATION FEE



	 	 	 	 	 
	Title of Each Class of Securities	 	Maximum Aggregate	 	Amount of
	Offered	 	Offering Price	 	Registration Fee
	8.000% Medium Term Notes, 

Series A, due March 25, 2020	 	$1,500,000,000	 	$106,950.00






 









 





	 	 	 

	Business Day Convention:

	 	Following Business Day. Unadjusted.
	 
	 	 
	Form:

	 	Book-entry.
	 
	 	 
	Denominations:

	 	$2,000 minimum and integral multiples of $1,000 in excess thereof.
	 
	 	 
	Trustee:

	 	The Bank of New York Mellon, as successor trustee by virtue of a transfer of all or
substantially all of the corporate trust business assets of JPMorgan Chase Bank,
National Association, formerly known as JPMorgan Chase Bank and The Chase Manhattan
Bank.
	 
	 	 
	Agents:

	 	The following agents are acting as underwriters in connection with this issuance.






	 	 	 	 	 
	Agents	 	Principal Amount of Notes	 
	Banc of America Securities LLC
	 	$	400,000,000.00	 
	Barclays Capital Inc.
	 	 	400,000,000.00	 
	J.P. Morgan Securities Inc.
	 	 	400,000,000.00	 
	Credit Suisse Securities (USA) LLC
	 	 	75,000,000.00	 
	Deutsche Bank Securities Inc.
	 	 	75,000,000.00	 
	RBC Capital Markets Corporation
	 	 	75,000,000.00	 
	RBS Securities Inc.
	 	 	75,000,000.00	 
	 
	 	 	 
	Total
	 	$	1,500,000,000.00	 






	 	 	 

	Issue Price:
	 	98.318%.
	 
	 	 
	Agents’ Commission:
	 	0.75% (75 bps).
	 
	 	 
	Net Proceeds:
	 	$1,463,520,000.
	 
	 	 
	Concession:
	 	0.45% (45 bps).
	 
	 	 
	Reallowance:
	 	0.25% (25 bps).
	 
	 	 
	CUSIP Number:
	 	78442F EJ 3.
	 
	 	 
	ISIN Number:
	 	US78442FEJ30.





An affiliate of one of the underwriters has entered into a swap transaction in connection with the
Notes and may receive compensation for that transaction.



 





Obligations of SLM Corporation and any subsidiary of SLM Corporation are not guaranteed by the full faith and

credit of the United States of America. Neither SLM Corporation

nor any subsidiary of SLM Corporation is a government-sponsored enterprise

or an instrumentality of the United States of America.



 





RECENT DEVELOPMENTS


Currently, it has been announced by the Democratic leadership that the Student Aid and Fiscal
Responsibility Act is going to be considered in connection with the Affordable Health Care for
America Act and is going to be voted on in the U.S. Senate using reconciliation. We cannot predict
the timing or the likelihood of passage of this legislation or the final version of this
legislation. Please refer to our Annual Report on Form 10-K for a more complete discussion of this
legislation.








2









 








ADDITIONAL TERMS OF THE NOTES



Optional Redemption



The notes will be redeemable as a whole or in part, at the option of the Company at any time, at a
redemption price equal to the greater of (i) 100% of the principal amount of such notes and (ii)
the sum of the present values of the remaining scheduled payments of principal and interest thereon
(exclusive of interest accrued to the date of redemption) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 50 basis points, plus in each case accrued interest thereon to the date of redemption.



“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption date.



“Comparable Treasury Issue” means the United States Treasury security or securities
selected by an Independent Investment Banker as having an actual or interpolated maturity
comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of a comparable maturity to the remaining term of such notes.



“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by
the Trustee after consultation with the Company.



“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of
the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.



“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third business day preceding such redemption date.



“Reference Treasury Dealer” means each of Banc of America Securities LLC, Barclays Capital
Inc. and J.P. Morgan Securities Inc. plus two others or their affiliates which are primary U.S.
Government securities dealers, and their respective successors; provided, however, that if any of
the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in
The City of New York (a “Primary Treasury Dealer”), the Company shall substitute therefor another
Primary Treasury Dealer.



Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each holder of notes to be redeemed.



Unless the Company defaults in payment of the redemption price, on and after the redemption date
interest will cease to accrue on the notes or portions thereof called for redemption.



Repurchase Upon a Change of Control



If a Change of Control Triggering Event occurs, unless we have exercised our right, if any, to
redeem the notes in full, (the “Change of Control Offer”) to repurchase any and all of such
noteholder’s notes (equal to $2,000 or an integral multiple of $1,000 above that amount) at a
repurchase price in cash equal to 101% of the aggregate principal amount of the notes repurchased
plus accrued and unpaid interest, if any, thereon, to the date of repurchase (the “Change of
Control Payment”). Within 30 days following any Change of Control Triggering Event, we will be
required to mail a notice to noteholders, with a copy to the trustee, describing the transaction or
transactions that constitute the Change of Control Triggering Event and offering to repurchase the
notes on the date specified in the notice, which date will be no less than 30 days and no more than
60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the
procedures described in such notice.



We must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the repurchase of the notes as
a result of a Change of Control Triggering Event. To the


3









 






extent that the provisions of any
securities laws or regulations conflict with the Change of Control repurchase provisions of the
notes, we will be required to comply with the applicable securities laws and regulations and will
not be deemed to have breached our obligations under the Change of Control repurchase provisions of
the notes by virtue of such conflicts.



We will not be required to offer to repurchase the notes upon the occurrence of a Change of Control
Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for an offer
made by us and the third party repurchases on the applicable date all notes properly tendered and
not withdrawn under its offer; provided that for all purposes of the notes and the indenture
governing the notes, a failure by such third party to comply with the requirements of such offer
and to complete such offer shall be treated as a failure by us to comply with our obligations to
offer to purchase the notes unless we promptly make an offer to repurchase the notes at 101% of the
principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of
repurchase, which shall be no later than 30 days after the third party’s scheduled Change of
Control Payment Date.




     On the Change of Control Payment Date, we will be required, to the extent lawful, to:




	 	•	 	accept or cause a third party to accept for payment all notes or portions of
notes properly tendered pursuant to the Change of Control Offer;
	 
	 	•	 	deposit or cause a third party to deposit with the paying agent an amount equal
to the Change of Control Payment in respect of all notes or portions of notes properly
tendered; and
	 
	 	•	 	deliver or cause to be delivered to the trustee the notes properly accepted,
together with an officer’s certificate stating the principal amount of notes or
portions of notes being purchased.




The definition of Change of Control includes a phrase relating to the direct or indirect sale,
lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or
assets of SLM Corporation and its subsidiaries taken as a whole. Although there is a limited body
of case law interpreting the phrase “substantially all,” there is no precise, established
definition of the phrase under applicable law. Accordingly, the applicability of the requirement
that we offer to repurchase the notes as a result of a sale, lease, transfer, conveyance or other
disposition of less than all of the assets of SLM Corporation and its subsidiaries taken as a whole
to another Person (as defined in the indenture governing the notes) or group may be uncertain.



Additionally, we will not execute any supplemental indenture that would make any change in the
terms and conditions of this issuance of notes described above that would adversely affect the
rights of any holder of such notes without the written consent of the holders of a majority in
principal amount of the outstanding notes described above.



For purposes of the foregoing discussion of the applicable Change of Control provisions, the
following definitions are applicable:



“Below Investment Grade Rating Event” means the notes cease to have an Investment Grade Rating from
at least two of the three Rating Agencies on any date during the period (the “Trigger Period”)
commencing 60 days prior to the first public announcement by the Company of any Change of Control
(or pending Change of Control) and ending 60 days following the consummation of such Change of
Control; provided, however, that if (i) during such Trigger Period one or more Rating Agencies has
publicly announced that it is considering the possible downgrade of the notes, and (ii) a downgrade
by each of the Rating Agencies that has made such an announcement would result in a Below
Investment Grade Rating Event, then such Trigger Period shall be extended for such time as the
rating of the notes by any such Rating Agency remains under publicly announced consideration for
possible downgrade to a rating below an Investment Grade Rating and a downgrade by such Rating
Agency to a rating below an Investment Grade Rating could cause a Below Investment Grade Rating
Event.



“Change of Control” means the occurrence of any of the following: (1) direct or indirect sale,
transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or
a series of related transactions, of all or substantially all of the properties or assets of SLM
Corporation and its subsidiaries taken as a whole to any “person” (as that term is used in Section
13(d)(3) of the Exchange Act) other than to SLM Corporation or one of its subsidiaries; (2) the
consummation of any transaction (including, without limitation, any merger or consolidation) the
result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)
other than SLM Corporation or one of its subsidiaries becomes the beneficial owner, directly or
indirectly, of more than 50% of the then-outstanding number of shares of SLM Corporation’s voting
stock; (3) SLM Corporation consolidates with, or merges with or into, any “person” (as that term is
used in Section 13(d)(3) of the Exchange Act), or any “person” (as that term is used in Section
13(d)(3) of the Exchange Act) consolidates with, or merges with or into, SLM Corporation, in any
such event pursuant to a


4









 






transaction in which any of the outstanding voting stock of SLM
Corporation or such other “person” (as that term is used in Section 13(d)(3) of the Exchange Act)
is converted into or exchanged for cash, securities or other property, other than any such
transaction where the shares of the voting stock of SLM Corporation outstanding immediately prior
to such transaction constitute, or are converted into or exchanged for, a majority of the voting
stock of the surviving “person” (as that term is used in Section 13(d)(3) of the Exchange Act)
immediately after giving effect to such transaction; (4) the first day on which a majority of the
members of SLM Corporation’s Board of Directors are not Continuing Directors; or (5)
the adoption of a plan relating to the liquidation or dissolution of SLM Corporation; provided,
however, that a transaction will not be deemed to involve a Change of Control if (A) we become a
wholly owned subsidiary of a holding company and (B) the holders of the voting stock of such
holding company immediately following that transaction are substantially the same as the holders of
SLM Corporation’s voting stock immediately prior to that transaction. For purposes of this
definition, “voting stock” means capital stock of any class or kind the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of SLM Corporation, even if the right to vote has been
suspended by the happening of such a contingency.



“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below
Investment Grade Rating Event.



“Continuing Directors” means, as of any date of determination, any member of the Board of Directors
of SLM Corporation who (1) was a member of the Board of Directors of SLM Corporation on the date of
the issuance of the notes; or (2) was nominated for election or elected to the Board of Directors
of SLM Corporation with the approval of a majority of the Continuing Directors who were members of
such Board of Directors of SLM Corporation at the time of such nomination or election (either by
specific vote or by approval of SLM Corporation’s proxy statement in which such member was named as
a nominee for election as a director).



“Fitch” means Fitch Ratings Inc.



“Investment Grade Rating” means a rating by Moody’s equal to or higher than Baa3 (or the equivalent
under a successor rating category of Moody’s), a rating by S&P equal to or higher than BBB- (or the
equivalent under any successor rating category of S&P), a rating by Fitch equal to or higher than
BBB- (or the equivalent under any successor rating category of Fitch), and the equivalent
investment grade credit rating from any replacement rating agency or rating agencies selected by us
under the circumstances permitting us to select a replacement agency and in the manner for
selecting a replacement agency, in each case as set forth in the definition of “Rating Agencies”.



“Moody’s” means Moody’s Investors Service, Inc.



“Rating Agencies” means (1) Moody’s, S&P and Fitch; and (2) if any or all of Moody’s, S&P or Fitch
ceases to rate the notes or fails to make a rating of the notes publicly available for reasons
outside of our control, a “nationally recognized statistical rating organization” within the
meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, that we select (pursuant to a
resolution of the SLM Corporation Board of Directors) as a replacement agency for any of Moody’s,
S&P or Fitch, or all of them, as the case may be.



“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.





5











 






 


Exhibit C


 


EXCEPT AS OTHERWISE PROVIDED
IN SECTION 2.15 OF THE INDENTURE, THIS MASTER NOTE MAY BE TRANSFERRED
IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITARY OR TO A
SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


USA EDUCATION, INC.

MEDIUM TERM NOTE, SERIES A


 


MASTER NOTE


 


October 31,
2001


(Date of Issuance)


 


USA EDUCATION, INC., a
corporation organized and existing under the laws of the State of Delaware (the
“Company”), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns: (i) on each principal payment date, including each
amortization date, redemption date, repayment date, maturity date and extended
maturity date, as applicable, of each obligation identified on the records of
the Issuer (which records are maintained by The Chase Manhattan Bank, in its
capacity as paying agent (the “Paying Agent”)), the principal amount then due and
payable for each such obligation, and (ii) on each interest payment date,
if any, the interest then due and payable, on the principal amount for each
such obligation. Payment shall be made by wire transfer of United States
dollars to the registered owner, or in immediately available funds or the
equivalent to a party authorized by the registered owner and in the currency
other than United States dollars as provided for in each such obligation, by
the Paying Agent without the necessity and surrender of this Master Note (the
“Master Note”).


 


REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH ON THE REVERSE HEREOF AND)
TO THE TERMS OF THE PROSPECTUS SUPPLEMENT AND PRICING SUPPLEMENT(S), WHICH ARE
INCORPORATED HEREIN BY REFERENCE.


 


This Master Note shall be
governed by and construed in accordance with the laws of the State of New York.
This Master Note is a valid and binding obligation of the Issuer.


 















 






 


Unless the certificate of
authentication hereon has been executed by The Chase Manhattan Bank, the
Trustee under the Indenture, or its successor thereunder by the manual
signature of one of its authorized signatories, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed.


 


Dated: October 31, 2001


 


 


	
   

  	
   

  	
  USA EDUCATION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. Remondi

  
	
   

  	
  Name:

  	
  John F. Remondi

  
	
   

  	
  Title:

  	
  Vice Chairman and Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary F. Eure

  
	
   

  	
  Name:

  	
  Mary F. Eure

  
	
   

  	
  Title:

  	
  Corporate Secretary

  



 


2















 






 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


 


	
   

  	
   

  	
  THE CHASE MANHATTAN BANK,
  as Trustee  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig M. Kantor

  
	
   

  	
   

  	
  Craig M. Kantor

  
	
   

  	
   

  	
  Vice President

  
				



 


3















 






 


[Reverse
of Note]


 


USA
EDUCATION, INC.


 


MEDIUM
TERM NOTES, SERIES A


 


MASTER
NOTE


 


This Master Note is one of a
duly authorized issue of notes (the “Notes”) of the Company issued under the
Indenture, dated as of October 1, 2000 (the “Base Indenture”), as amended
prior to the date hereof (collectively, the “Indenture”), between the Company
and The Chase Manhattan Bank, as trustee (the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Notes (the “Holders”), and the terms upon which
the Securities are, and are to be, authenticated and delivered. Capitalized
terms used and not otherwise defined in this Master Note have the meanings
ascribed to them in the indenture.


 


The Trustee shall calculate
the interest payable hereon in accordance with the foregoing and will confirm
in writing such calculation to the Company and the Paying Agent (if other than
the Trustee) immediately after each determination. All determinations made by
the Trustee shall be, in the absence of manifest error, conclusive for all
purposes and binding on the Company and Holders.


 


If an Event of Default with
respect to the Notes shall occur and be continuing, the Trustee, by notice to
the Company, or the Holders of at least 25% in principal amount of all of the
outstanding Notes, by notice to the Company and the Trustee, may declare the
principal of all the Notes due and payable in the manner and with the effect
provided in the Indenture.


 


The indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders at any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Notes at the time
outstanding. The indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes at the time
outstanding, on behalf of the Holders of all Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Master Note shall be conclusive and binding upon such Holder and
upon future Holders of this Master Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Master
Note.


 


Holders may not enforce
their rights pursuant to the Indenture or the Notes except as provided in the
Indenture. No reference herein to the Indenture and no provision of this Master
Note or the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Master Note at the time, place, and rate, and in the coin or currency,
herein prescribed.


 


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