Exhibit 4.1
STUDENT LOAN-BACKED NOTES, SERIES
2005-6
OMNIBUS AMENDMENT NO.
2
dated as of July 25,
2008,
to
ADMINISTRATION AGREEMENT,
dated as of July 27, 2005,
among
SLM FUNDING LLC,
as Depositor,
SLM STUDENT LOAN TRUST
2005-6,
as Issuer,
SALLIE MAE, INC.,
as Servicer and Administrator,
THE BANK OF NEW YORK MELLON TRUST
COMPANY, NATIONAL ASSOCIATION,
formerly known as The Bank of New York Trust
Company, N.A.,
as successor in interest to CHASE BANK USA,
NATIONAL ASSOCIATION,
as Eligible Lender Trustee,
and
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Indenture Trustee
and
INDENTURE,
dated as of July 1, 2005,
among
SLM STUDENT LOAN TRUST
2005-6,
as Issuer,
THE BANK OF NEW YORK MELLON TRUST
COMPANY, NATIONAL ASSOCIATION,
formerly known as The Bank of New York Trust
Company, N.A.,
as successor in interest to CHASE BANK USA,
NATIONAL ASSOCIATION,
as Eligible Lender Trustee,
and
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Indenture Trustee
THIS OMNIBUS AMENDMENT NO. 2, dated
as of July 25, 2008 (this “Amendment”), is
to:
(1) the ADMINISTRATION AGREEMENT,
dated as of July 27, 2005 (as amended or otherwise
modified from time to time, the “ Administration
Agreement ”), among SLM FUNDING LLC, as Depositor (the
“ Depositor ”), SALLIE MAE, INC., as Servicer
and Administrator (in such capacities, the “ Servicer
” and the “ Administrator ”), SLM STUDENT
LOAN TRUST 2005-6, as Issuer (the “ Issuer
”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL
ASSOCIATION, formerly known as The Bank of New York Trust Company,
N.A., as successor Eligible Lender Trustee to Chase Bank USA,
National Association (in such capacity, the “ Eligible
Lender Trustee ”), and DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Indenture Trustee (in such capacity, the “
Indenture Trustee ”); and
(2) the INDENTURE, dated as of
July 1, 2005 (as supplemented or otherwise modified from time
to time, the “ Indenture ” and, together with
the Administration Agreement, the “ Agreements
”), among the Issuer, the Eligible Lender Trustee and the
Indenture Trustee.
W I T N E S S E T
H
WHEREAS, the parties to this
Amendment desire to amend the Agreements with respect to the
establishment of a Trust Account to provide for interest payments
to the Class A-5B Noteholders at the annual stated reset rate
of interest over the amount that would be payable by the Issuer if
such class of Notes bore an annual interest rate equal to
Three-Month LIBOR plus 0.75%;
WHEREAS, Section 8.5 of the
Administration Agreement permits amendments to the Administration
Agreement without the consent of any of the Noteholders for the
purpose of adding provisions to or changing in any manner any of
the provisions in the Administration Agreement so long as such
action, as evidenced by an Opinion of Counsel, does not adversely
affect in any material respect the interests of any Noteholder, the
Excess Distribution Certificateholder or any Swap Counterparty, the
Issuer’s ability to enforce or protect its rights or
remedies, or timely and fully perform its obligations under, any
Swap Agreement or the Issuer’s obligations under any Swap
Agreement or swap transaction under such agreement;
WHEREAS, Section 9.1(b) of the
Indenture permits supplemental indentures to the Indenture without
the consent of any of the Noteholders for the purpose of adding
provisions to or changing in any manner any of the provisions in
the Indenture so long as such action, as evidenced by an Opinion of
Counsel and authorized by an Issuer Order with prior written notice
to any Swap Counterparty and the Rating Agencies, does not
adversely affect in any material respect the interests of any
Noteholder or any Swap Counterparty; and
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WHEREAS, the Opinion of Counsel
referred to in each Agreement is being delivered simultaneously
herewith.
NOW, THEREFORE, the parties hereto
agree as follows:
SECTION 2. Defined Terms
.
For purposes of this Amendment,
unless the context clearly requires otherwise, all capitalized
terms which are used but not otherwise defined herein shall have
the respective meanings assigned to such terms in the
Administration Agreement and the Indenture, as the case may
be.
SECTION 3. Amendments to Appendix
A-1 to the Indenture (“Appendix A-1”) .
(a) Definition of
“Amendment Effective Date .” The definition of
“Amendment Effective Date” set forth in Appendix A-1 is
amended in its entirety to read as follows:
“ Amendment No. 1
Effective Date ” means September 15, 2006, which is
the effective date of Omnibus Amendment No. 1, dated as of
September 15, 2006 to the Administration Agreement, the
Servicing Agreement and the Indenture.
(b) Definition of
“Available Funds .” Clause (i) of the
definition of “Available Funds” set forth in Appendix
A-1 is amended in its entirety to read as follows:
(i) Investment Earnings for that
Distribution Date earned on amounts on deposit in each Trust
Account (other than any Accumulation Account, any Euro Account, any
Pounds Sterling Account, any Other Currency Account, the Borrower
Benefit Account or the Spread Supplement Account);
(c) Definition of “Class
A-5B Rate .” The definition of “Class A-5B
Rate” set forth in Appendix A-1 is amended in its entirety to
read as follows:
“Class A-5B Rate” means,
(i) for the initial Accrual Period, the Initial Accrual Rate
plus 0.01%, based on an Actual/360 accrual method, (ii) for
any Accrual Period (other than the initial Accrual Period) until
and including the Initial Reset Date for the Class A-5B Notes,
Three-Month LIBOR, as determined on the related LIBOR Determination
Date, plus 0.01% per annum based on an Actual/360 accrual
method, and (iii) for any Accrual Period from but excluding
the Initial Reset Date and thereafter, Three-Month LIBOR plus
1.20% per annum based on the Actual/360 accrual method, as was
set forth in the notice required to be delivered by the
Administrator and/or the Remarketing Agents on the related
July 15, 2008 Remarketing Terms Determination Date and
the related July 22, 2008 Spread Determination Date, as
applicable, pursuant to the procedures set forth in the Reset Rate
Note Procedures.
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(d) Definition of
“Investment Earnings .” The definition of
“Investment Earnings” set forth in Appendix A-1 is
amended in its entirety to read as follows:
“ Investment Earnings
” means, with respect to any Distribution Date, the
investment earnings (net of losses and investment expenses) on
amounts on deposit in the Trust Accounts (other than the Borrower
Benefit Account and the Spread Supplement Account) to be deposited
into the Collection Account on or prior to such Distribution Date
pursuant to Section 2.3(b) of the Administration
Agreement.
(e) Definition of “Trust
Account Property .” The definition of “Trust
Account Property” set forth in Appendix A-1 is amended in its
entirety to read as follows:
“ Trust Account
Property ” means the Trust Accounts, all cash and
investments held from time to time in any Trust Account (whether in
the form of deposit accounts, Physical Property, book-entry
securities, uncertificated securities or otherwise), including the
Reserve Account Initial Deposit, the Capitalized Interest Account
Initial Deposit, the Supplemental Purchase Account Initial Deposit,
the Add-On Consolidation Loan Account Initial Deposit, the Borrower
Benefit Account Initial Deposit, the Collection Account Initial
Deposit, the Spread Supplement Account Initial Deposit and all
earnings on and proceeds of the foregoing.
(f) Appendix A-1: Additional
Definitions . The following definitions are added in
alphabetical order to Appendix A-1:
“ Spread Supplement
Account ” means the account designated as such,
established and maintained pursuant to Section 2.3(u) of the
Administration Agreement.
“ Spread Supplement Account
Initial Deposit ” shall mean $16,100,000.
Section 4. Amendments to the
Administration Agreement .
(a) Section 2.1 .
Section 2.1 of the Administration Agreement is amended by
deleting “and” at the end of clause (ii), by replacing
the period at the end of clause (jj) with “; and”, and
by adding a new clause (kk) to read as follows:
(kk) calculating any amounts to be
withdrawn from the Spread Supplement Account.
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(b) Section 2.3(a) .
(i) The introductory language of Section 2.3(a) of the
Administration Agreement is amended in its entirety to read as
follows:
(a) On the Closing Date and at such
other times as specified herein (including, with respect to the
Borrower Benefit Account, on the Amendment No. 1 Effective
Date and, with respect to the Spread Supplement Account, on the
Initial Reset Date), the Administrator shall establish the
following Eligible Deposit Accounts as more fully described
below:
(ii) Section 2.3(a) of the
Administration Agreement is further amended by deleting
“and” at the end of clause (xiv), by replacing the
period at the end of clause (xv) with
“; and”, and by adding a new clause (xvi) as
follows:
(xvi) a “Spread Supplement
Account.”
(c) Section 2.3(b) .
Section 2.3(b) of the Administration Agreement is amended in
its entirety to read as follows:
(b) Funds on deposit in each account
specified in Section 2.3(a) above (collectively, the
“Trust Accounts”) (other than any Euro Account, Pounds
Sterling Account or Other Currency Account) shall be invested by
the Indenture Trustee (or any custodian or designated agent with
respect to any amounts on deposit in such accounts) in Eligible
Investments (including Eligible Investments of the Indenture
Trustee) pursuant to written instructions by the Administrator;
provided, however, it is understood and agreed that the Indenture
Trustee shall not be liable for the selection of, or any loss
arising from such investment in, Eligible Investments. All such
Eligible Investments shall be held by (or by any custodian on
behalf of) the Indenture Trustee for the benefit of the Issuer;
provided, that (i) on or before the Business Day preceding
each Distribution Date (or on or before that Distribution Date in
the case of amounts in money market accounts), all interest and
other Investment Earnings on funds on deposit in each Trust Account
(other than in any Euro Account, Pounds Sterling Account, Other
Currency Account, the Borrower Benefit Account or the Spread
Supplement Account) shall be deposited into the Collection Account
and shall be included in Available Funds for such Distribution
Date; (ii) all interest and other investment income (net of
losses and investment expenses) on funds on deposit in the Borrower
Benefit Account shall be retained therein until withdrawn pursuant
to Section 2.10(n) of this Agreement; and (iii) all
interest and other investment income (net of losses and investment
expenses) on funds on deposit in the Spread Supplement Account
shall be retained therein until withdrawn pursuant to
Section 2.10(o) of this Agreement. Other than as described in
the following proviso or as otherwise permitted by the Rating
Agencies, funds on deposit in the Trust Accounts (other than any
Euro Account, Pounds Sterling Account or Other Currency Account)
shall only be invested in
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Eligible Investments that will
mature so that such funds will be available at the close of
business on the Business Day preceding the following Monthly
Servicing Payment Date (to the extent necessary to pay the Primary
Servicing Fee payable on such date) or the following Distribution
Date (or on or before that Distribution Date or Monthly Servicing
Payment Date in the case of amounts in money market accounts);
provided, that funds on deposit in the Supplemental Purchase
Account, if invested, shall be invested only in Eligible
Investments that are scheduled to mature (or with respect to
Eligible Investments under clause (g) of the definition of
“Eligible Investments” are expected to mature) on or
before the end of the Supplemental Purchase Period; provided, that
all funds on deposit in the Add-On Consolidation Loan Account shall
be invested only in Eligible Investments that are demand deposits
or are overnight investments; provided, further, that funds on
deposit in the Spread Supplement Account shall not be invested in
any securities whose interest rate is subject to periodic reset via
an auction procedure. Funds deposited in a Trust Account on a
Business Day which immediately precedes a Monthly Servicing Payment
Date or Distribution Date upon
