SIXTH SUPPLEMENTAL
INDENTURE
among
SLM
CORPORATION
and
THE BANK OF NEW YORK
MELLON,
AS TRUSTEE
Dated as of
October 15, 2008
1
SIXTH SUPPLEMENTAL INDENTURE (the
“ Supplemental Indenture ”), dated as of
October 15, 2008, between SLM Corporation, a Delaware
corporation (the “ Company ”) and The Bank of
New York Mellon, as trustee (the “ Trustee ”)
under the Indenture, dated as of October 1, 2000 (as amended
through the date hereof, the “ Indenture ”).
Unless otherwise specified, capitalized terms used in this
Supplemental Indenture have the meaning assigned to them in the
Indenture.
WHEREAS, the Company issued its
8.450% Fixed Rate Medium Term Notes, Series A due
June 15, 2018 (the “ Notes ”), on
June 18, 2008;
WHEREAS, the terms of such Notes are
set forth in Exhibit B to the Officers’ Certificate,
dated June 18, 2008, delivered to the Trustee pursuant to
Sections 2.02(a) and (c) of the Indenture (the “
Officers’ Certificate ”);
WHEREAS, certain holders of the
Notes have requested that the Company authorize and approve certain
amendments (set forth in Sections 1 and 2 below, the “
Proposed Amendments ”) to the terms of the Notes for
the benefit of all the holders of the Notes (the “
Holders ”);
WHEREAS, the Company has agreed to
authorize, approve, and adopt the Proposed Amendments;
WHEREAS, Section 9.01 of the
Indenture provides that the Company and the Trustee may enter into
one or more supplemental indentures without the consent of any
Holder to make any change that does not adversely affect the rights
of any Holder in any material respect;
WHEREAS, the proposed amendments
will not adversely affect the rights of any Holder in any material
respect, since the effect of the proposed amendments is to
(i) extend the period during which a Change of Control can be
triggered by the Notes ceasing to have an Investment Grade Rating
from at least two of the three Rating Agencies, and
(ii) provide that the Company will not amend certain
provisions of the Notes without written consent of the Holders of a
majority in Principal amount of the Notes; and
WHEREAS, the execution and delivery
of this instrument have been duly authorized and all conditions and
requirements necessary to make this instrument a valid and binding
agreement have been duly performed and complied with;
NOW, THEREFORE, for and in
consideration of the premises and other good and valuable
consideration, receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed, for the equal
proportionate benefit of all Holders of the Notes, as follows:
1. AMENDMENT TO THE DEFINITION
OF “BELOW INVESTMENT GRADE RATING EVENT”
The definition of “
