Sallie Mae 2011 Annual Report Download - page 103

4. Appendices
Appendix A — Federal Family Education Loan Program
(b) Exhibits
3.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4.1 to the
Company’s Registration Statement on Form S-8 (File No. 333-159447) filed on May 22, 2009).
3.2 Certificate of Designation of 7.25% Mandatory Convertible Preferred Stock (incorporated by reference
to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 3, 2008).
3.3 By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report
on Form 8-K filed on November 21, 2011).
4.1 Indenture, dated as of October 1, 2000, between the Company and The Bank of New York Mellon, as
successor to J.P. Morgan Chase Bank, National Association, formerly Chase Manhattan Bank
(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-
13251) filed on October 5, 2000).
4.2 Fourth Supplemental Indenture, dated as of January 16, 2003, between the registrant and Deutsche
Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to the Company’s Current
Report on Form 8-K (File No. 1-13251) filed on January 17, 2003).
4.3 Amended Fourth Supplemental Indenture, dated as of December 17, 2004, between the Company and
Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K (File No. 1-13251) filed on December 17, 2004).
4.4 Second Amended Fourth Supplemental Indenture, dated as of July 22, 2008, between the Company
and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K (File No. 1-13251) filed on July 25, 2008).
4.5 Sixth Supplemental Indenture, dated as of October 15, 2008, between the Company and The Bank of
New York Mellon (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form
8-K (File No. 1-13251) filed on October 15, 2008).
4.6 Medium Term Note Master Note, Series A (incorporated by reference to Exhibit 4.1.1 to the
Company’s Current Report on Form 8-K (File No. 1-13251) filed on November 7, 2001).
4.7 Medium Term Note Master Note, Series B (incorporated by reference to Exhibit 4.2 to the Company’s
Current Report on Form 8-K (File No. 1-13251) filed on January 28, 2003).
10.1 Note Purchase and Security Agreement between Bluemont Funding 1; the Conduit Lenders; the
Alternate Lenders; the LIBOR lenders; the Managing Agents; Bank of America, N.A.; JPMorgan
Chase Bank, N.A.; Banc of America Securities LLC; J.P. Morgan Securities Inc.; The Bank of New
York Mellon Trust Company, “National Association; and Sallie Mae, Inc., dated January 15, 2010
(incorporated by reference to Exhibit 10.40 of the Company’s Annual Report on Form 10-K filed on
February 26, 2010).
10.2 Schedule of Contracts Substantially Identical to Exhibit 10.10 in all Material Respects: between Town
Center Funding 1 LLC and Town Hall Funding I LLC (incorporated by reference to Exhibit 10.41 of
the Company’s Annual Report on Form 10-K filed on February 26, 2010).
10.3* Amendment No. 1 to Note Purchase and Security Agreement by and among Bluemont Funding I, as
the Trust; Sallie Mae, Inc., as Administrator; The Bank of New York Mellon Trust Company, National
Association, as Eligible Lender Trustee; J.P. Morgan Securities LLC and Merrill Lynch, Pierce Fenner
Smith Incorporated, as Lead Arrangers; the Conduit Lenders, the Alternate Lenders and the LIBOR
Lenders party thereto; JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, The
Royal Bank of Scotland PLC, Deutsche Bank AG, New York Branch, Alpine Securitization
Corporation and Royal Bank of Canada, as Managing Agents; JPMorgan Chase Bank, N.A., as
Syndication Agent; and Bank of America, N.A., as Administrative Agent, dated as of January 14,
2011.
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