EX-99.3 10 a2093233zex-99_3.htm EXHIBIT
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Exhibit 99.3

SLM STUDENT LOAN TRUST 2002-6

ADMINISTRATION AGREEMENT SUPPLEMENT

Dated as of November 5, 2002

to

MASTER ADMINISTRATION AGREEMENT

Dated as of May 1, 1997

Between

SLM FUNDING CORPORATION

and

STUDENT LOAN MARKETING ASSOCIATION

SLM Student Loan Trust 2002-6 Administration Agreement Supplement dated as of November 5, 2002 (the "Supplement") to the Master Administration Agreement dated as of May 1, 1997 (the "Agreement") between SLM Funding Corporation (the "Seller") and Student Loan Marketing Association (the "Administrator").

This Supplement is being delivered to the Administrator pursuant to and in satisfaction of the conditions set forth in Section 1.2(a) of the Agreement with respect to SLM Student Loan Trust 2002-6 (the "Trust"). The provisions of this Supplement shall be applicable only to SLM Student Loan Trust 2002-6.

General. The Trust is issuing Class A Notes, Class B Notes and an Excess Distribution Certificate only. It will not issue Certificates. Accordingly, all usages of "Certificates" and of terms referring thereto in the Agreement shall be disregarded.

1. The following entities are hereby designated in accordance with clause 1 of Section 1.2(a) of the Agreement:

The Trust: SLM Student Loan Trust 2002-6
The Eligible Lender Trustee: Chase Manhattan Bank USA, National Association
The Interim Eligible Lender Trustee: Chase Manhattan Bank USA, National Association
The Indenture Trustee: The Bank of New York

The initial deposit into the Collection Account on the Closing Date, which Sallie Mae shall make on behalf of the Trust in accordance with Section 2.6.C of the Agreement shall be: $0.00.

2. Attached hereto are (i) Appendix A (SLM Student Loan Trust 2002-6) containing those definitions that shall be applicable to this Supplement and to the Agreement in connection with the Trust and this Supplement in place of the definitions contained in Appendix A (Master) attached to the Agreement; and (ii) a cross-reference table indicating modifications to the articles and sections of the Basic Documents referred to in the Agreement.

3. Each of the Basic Documents (other than the Agreement) has been executed and delivered by each of the parties thereto, is being delivered to the Administrator together with this Supplement and is in substantially the respective forms attached to the Agreement as Exhibits B through I (to the extent applicable).

4. Notwithstanding anything to the contrary set forth in Section 2.3C.2 of the Agreement, the Indenture Trustee shall have no liability or obligation in respect of any failed Delivery, as contemplated therein, other than with respect to a Delivery which fails as a result of any action or inaction on behalf of the Indenture Trustee.

5. The Agreement is hereby modified for purposes of SLM Student Loan Trust 2002-6 only as follows:

(a) Section 2.2B is deleted and replaced with the following:

B. The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.4 of the Trust Agreement.

(b) Section 2.4 is amended as follows:

The last part of the sentence immediately preceding the proviso is changed from "a rate equal to the Federal Funds Rate less .20%" to "a rate equal to no less than the Federal Funds Rate less .20%."

3. The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the "Capitalized Interest Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer. The Capitalized Interest Account will initially be established as a segregated trust account in the name of the Indenture Trustee with the corporate trust department of The Bank of New York.

Section 2.3B is amended by including "Capitalized Interest Account" in the definition of "Trust Accounts" and by inserting the following parenthetical immediately after "Monthly Servicing Payment Date" in the third sentence: "(in the case of the Collection Account and Reserve Account only)." Section 2.3B is further amended by deleting the third sentence in its entirety and replacing it with the following: "Funds on deposit in the Trust Accounts shall be invested in Eligible Investments that mature so that such funds will be available on the Monthly Servicing Payment Date (to the extent necessary to pay the Primary Servicing Fee payable on such date) or Distribution Date."

Section 2.3C.3 is amended by replacing "Trust Accounts" with "Collection Account and the Reserve Account."

(d) Section 2.7A is amended by inserting the following sentence after the first sentence:

On each Determination Date to and including the Determination Date immediately preceding the December 15, 2003 Distribution Date, the Administrator shall calculate any amounts to be distributed from the Capitalized Interest Account, if any, on the related Distribution Date.

(e) Section 2.7C is deleted and replaced with the following:

C. The Administrator shall instruct the Indenture Trustee in writing no later than the second business day preceding each Distribution Date (based on the information contained in the Administrator's Certificate and the related Servicer's Report delivered pursuant to Section 3.1A and 3.1C) to make the following deposits and distributions to the Persons or to the account specified below by 1:00 p.m. (New York time) on such Distribution Date, to the extent of the amount of Available Funds in the Collection Account, in the following order of priority, and the Indenture Trustee shall comply with such instructions:

1. to the Servicer, the Primary Servicing Fee due on such Distribution Date;

2. to the Administrator, from the amount of Available Funds remaining after the application of clause 1, the Administration Fee due on such Distribution Date and all unpaid Administration Fees from prior Collection Periods;

3. [RESERVED];

4. to the Class A Noteholders, from the amount of Available Funds remaining after the application of clauses 1 through 3, the Class A Noteholders' Interest Distribution Amount, ratably, without preference or priority of any kind, according to the amounts payable on the Class A Notes in respect of Class A Noteholders' Interest Distribution Amount;

5. to the Class B Noteholders, from the amount of Available Funds remaining after the application of clauses 1 through 4, the Class B Noteholders' Interest Distribution Amount, ratably, without preference or priority of any kind, according to the amounts payable in respect of Class B Noteholders' Interest Distribution Amount;

6. to the Class A-1 Noteholders, from the amount of Available Funds remaining after the application of clauses 1 through 5, the Class A Noteholders' Principal Distribution Amount,

ratably, without preference or priority of any kind, according to the amounts payable on the Class A-1 Notes for principal;

7. on each Distribution Date on and after which the Class A-1 Notes have been paid in full, to the Class A-2 Noteholders, from the amount of Available Funds remaining after the application of clauses 1 through 6, the Class A Noteholders' Principal Distribution Amount, ratably, without preference or priority of any kind, according to the amounts payable on the Class A-2 Notes for principal;

8. on each Distribution Date on and after which the Class A-2 Notes have been paid in full, to the Class A-3 Noteholders, from the amount of Available Funds remaining after the application of clauses 1 through 7, the Class A Noteholders' Principal Distribution Amount, ratably, without preference or priority of any kind, according to the amounts payable on the Class A-3 Notes for principal;

9. on each Distribution Date on and after which the Class A-3 Notes have been paid in full, to the Class A-4 Noteholders, from the amount of Available Funds remaining after the application of clauses 1 through 8, the Class A Noteholders' Principal Distribution Amount, ratably, without preference or priority of any kind, according to the amounts payable on the Class A-4 Notes for principal;

10. on each Distribution Date on and after the date on which the Class A Notes have been paid in full, to the Class B Noteholders, from the amount of Available Funds remaining after the application of clauses 1 through 9, the Class B Noteholders' Principal Distribution Amount, ratably, without preference or priority of any kind, according to the amounts payable on the Class B Notes for principal;

11. to the Reserve Account, from the amount of Available Funds remaining after the application of clauses 1 through 10, the amount, if any, necessary to reinstate the balance of the Reserve Account up to the Specified Reserve Account Balance;

12. [RESERVED];

13. to the Servicer, from the amount of Available Funds remaining after the application of clauses 1 through 12, the aggregate unpaid amount of the Carryover Servicing Fee, if any; and

14. to the Reserve Account, the amount of Available Funds remaining after the application of clauses 1 through 13.

Notwithstanding the foregoing, if (a) on any Distribution Date following distributions under clauses 1 through 9 above to be made on such Distribution Date, without giving effect to payments from the Capitalized Interest Account to the Class B Notes, the Outstanding Amount of the Class A Notes would be in excess of (i) the outstanding principal balance of the Trust Student Loans plus (ii) any accrued but unpaid interest on the Trust Student Loans as of the last day of the related Collection Period plus (iii) the balance of the Reserve Account on such Distribution Date following such distributions minus (iv) the Specified Reserve Account Balance for that Distribution Date, or (b) an Insolvency Event with respect to the Seller or an Event of Default affecting the Class A Notes has occurred and is continuing, then, until the conditions described in (a) or (b) no longer exist, amounts on deposit in the Collection Account and the Reserve Account shall be applied on such Distribution Date to the payment of the Class A Noteholders' Distribution Amount before any amounts are applied to the payment of the Class B Noteholders' Distribution Amount.

(f) Section 2.8 is deleted and replaced with the following:

Section 2.8.1 Reserve Account.

A. On the Closing Date, the Issuer shall deposit the Reserve Account Initial Deposit into the Reserve Account.

B.1.: In the event that the Primary Servicing Fee for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Servicer pursuant to Sections 2.7B and 2.7C.1 on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and to distribute such amount to the Servicer; provided, however, that, except as provided in Sections 2.8.1C.1(D) and 2.8.1D, amounts on deposit in the Reserve Account will not be available to cover any unpaid Carryover Servicing Fees to the Servicer.
2.: In the event that the Administration Fee for any Distribution Date exceeds the amount distributed to the Administrator pursuant to Section 2.7C.2 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on each Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph B.1 above, and to distribute such amount to the Administrator.
3.: [RESERVED];
4.: In the event that the Class A Noteholders' Interest Distribution Amount and the Class B Noteholders' Interest Distribution Amount for a Distribution Date exceeds the amount distributed to the Noteholders pursuant to Sections 2.7C.4, 2.7C.5 and 2.8.2B.1 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.3 above, and to distribute such amount to the Class A Noteholders and to the Class B Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.4 and C.5 subject to the last paragraph of Section 2.7C.
5.: In the event that the Class A Noteholders' Principal Distribution Amount on the Note Final Maturity Date with respect to any Class of Class A Notes exceeds the amount distributed to such Class A Noteholders pursuant to Section 2.7C.6, 2.7C.7, 2.7C.8 or 2.7C.9 on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on such Note Final Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.4 above, and to distribute such amount to the Class A Noteholders entitled thereto, in the same order and priority as is set forth in Sections 2.7C.6 through 2.7C.9.
6.: In the event that the Class B Noteholders' Principal Distribution Amount on the Class B Maturity Date exceeds the amount distributed to the Class B Noteholders pursuant to Section 2.7C.10 on such date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Reserve Account on the Class B Maturity Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs B.1 through B.5 above, and to distribute such amount to the Class B Noteholders entitled thereto.

C.1. After giving effect to Section 2.8.1B, if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits or withdrawals therefrom on such Distribution Date other than pursuant to this paragraph C.1) isgreater than the Specified Reserve Account Balance

for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing (A) to pay to the Class A Noteholders out of such excess in the Reserve Account an amount equal to the Class A Note Principal Shortfall, if any; (B) to pay to the Class B Noteholders out of such excess in the Reserve Account an amount equal to the Class B Note Principal Shortfall, if any; (C) [RESERVED]; (D) to pay to the Servicer out of such excess in the Reserve Account an amount equal to the amount described in Section 2.7C.13 for such Distribution Date (to the extent not otherwise paid to the Servicer on such Distribution Date); (E) in the event the Trust Student Loans are not sold pursuant to Section 6.1A, to pay as an accelerated payment of principal balance of the Notes, first to the Class A Noteholders in the same order and priority as is set forth in Sections 2.7C.6 through C.9 until the principal amount of the Class A Notes is paid in full and then to the Class B Noteholders until the principal balance of the Class B Notes is reduced to zero, provided that the amount of such distribution shall not exceed the outstanding principal balance of the Class A Notes or the Class B Notes, as applicable, after giving effect to all other payments in respect of principal of Class A Notes and Class B Notes to be made on such date; and (F) to distribute the remaining amount of such excess (i) to the Seller, to the extent of any portion thereof that is attributable to the reduction from time to time of the Specified Reserve Account Balance, and (ii) to the Seller or its assignee, as holder of the Excess Distribution Certificate, any remaining portion thereof. Amounts properly distributed to the Seller or such holder pursuant to this paragraph C.1 shall be deemed released from the Trust Estate and the security interest therein granted to the Indenture Trustee, and the Seller or such holder shall in no event thereafter be required to refund any such distributed amounts.

C.2. [RESERVED]

D. On the final Distribution Date upon termination of the Trust and following the payment in full of the aggregate outstanding principal balance of the Notes and of all other amounts (other than Carryover Servicing Fees) owing or to be distributed hereunder or under the Indenture to Noteholders, the Servicer or the Administrator, to the extent that Available Funds on such date are insufficient to make the following payments, amounts remaining in the Reserve Account shall be used to pay any Carryover Servicing Fees. Any amount remaining on deposit in the Reserve Account after such payments have been made shall be distributed to the Seller. The Seller shall in no event be required to refund any amounts properly distributed pursuant to this Section 2.8.1D.

E. Anything in this Section 2.8.1 to the contrary notwithstanding, if the market value of securities and cash in the Reserve Account is on any Distribution Date sufficient to pay the remaining principal amount of and interest accrued on the Notes, and to pay any unpaid Carryover Servicing Fee, such amount will be so applied on such Distribution Date and the Administrator shall instruct the Eligible Lender Trustee and the Indenture Trustee to make such payments.

Section 2.8.2 Capitalized Interest Account

A. On the Closing Date, the Issuer shall deposit the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account.

B.1. In the event that the Class A Noteholders' Interest Distribution Amount and the Class B Noteholders' Interest Distribution Amount for any Distribution Date through the December 15, 2003 Distribution Date exceeds the amounts distributed to the Noteholderspursuant to Sections 2.7C.4 and 2.7C.5 on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Capitalized Interest Account an amount equal to such excess, to the extent of funds available therein, and to distribute such amount first to the Class A Noteholders until they have received the Class A Noteholders' Interest Distribution Amount for that Distribution Date and then to the Class B Noteholders until they have received the Class B Noteholders' InterestDistribution Amount for that Distribution Date.

B.2. After giving effect to Section 2.8.2B.1 on the December 15, 2003 Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw any amounts remaining from the Capitalized Interest Account and to distribute such amount to the Seller or its assignee, as Holder of the Excess Distribution Certificate.

(g) Section 2.9.e is deleted, and Sections 2.9.f-j are redesignated as Sections 2.9.e-i and the following is inserted as Section 2.9.j:

j. [RESERVED];

In addition, the first sentence of the first paragraph after Section 2.9.n is deleted and replaced with the following:

Each amount set forth pursuant to clauses (a), (b), (c), (d), (h), (i) and (l) above shall be expressed as a dollar amount per $1,000 of original principal balance of a Note.

(h) The last sentence of Section 3.1D is deleted and replaced with the following:

In connection therewith, the Administrator shall calculate LIBOR for the first Accrual Period and One-Month, Two-Month and Three-Month LIBOR and the CP Rate in accordance with the definitions thereof. In addition, the Administrator hereby accepts the delegation to it of the obligations of the "Calculation Agent" under any swap agreement to which the Trust is a party.

(i) A new subparagraph, 4.2 (iv), is inserted as follows:

and

(iv) any claim for failure to comply with the provisions of 34 CFR Sec. 682.203(b) (other than for the Eligible Lender Trustee's failure to qualify as an eligible lender under the Act).

In addition, the "or" is deleted from subparagraph 4.2 (ii) and the "." is deleted from subparagraph 4.2 (iii) and is replaced with ";".

(j) Sections 6.1A and B are deleted and replaced with the following:

Section 6.1 Termination.

A. Optional Purchase of All Trust Student Loans. The Administrator shall notify the Seller and the Indenture Trustee in writing, within 15 days after the last day of any Collection Period as of which the then outstanding Pool Balance is 12% or less of the Initial Pool Balance, of the percentage that the then outstanding Pool Balance bears to the Initial Pool Balance. As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance, the Eligible Lender Trustee on behalf and at the direction of the Seller, or any other "eligible lender" (within the meaning of the Higher Education Act) designated by the Seller in writing to the Eligible Lender Trustee and the Indenture Trustee, shall have the option to purchase the Trust Estate, other than the Trust Accounts. To exercise such option, the Seller shall deposit pursuant to Section 2.6 in the Collection Account an amount equal to the aggregate Purchase Amount for the Trust Student Loans and the related rights with respect thereto, plus the appraised value of any such other property held by the Trust other than the Trust Accounts, such value to be determined by an appraiser mutually agreed upon by the Seller, the Eligible Lender Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the Seller may not effect such purchase if such aggregate Purchase Amounts do not equal or exceed the Minimum Purchase Amount plus any amount owing to any swap counterparty and any Carryover Servicing Fees. In the event the Seller fails to notify the Eligible Lender Trustee and the Indenture Trustee in writing prior to the acceptance by the Indenture Trustee of a bid to purchase the Trust Estate pursuant to Section 4.4 of the Indenture that the Seller intends to exercise its option to purchase the Trust Estate, the Seller shall be deemed to have waived its option to purchase the Trust

Estate as long as the Seller has received 5 business days' notice from the Indenture Trustee as provided in Section 4.4 of the Indenture.

B. Insolvency of the Seller. Upon any sale of the assets of the Trust pursuant to Section 9.2 of the Trust Agreement, the Administrator shall instruct the Indenture Trustee in writing to deposit the net proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Insolvency Proceeds") in the Collection Account. On the first Distribution Date following the date on which the Insolvency Proceeds are deposited in the Collection Account, the Administrator shall instruct the Indenture Trustee to make the following distributions (after the application on such Distribution Date of the amount of Available Funds and amounts on deposit in the Reserve Account pursuant to Sections 2.7 and 2.8.1) from the Insolvency Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence):

a. to the Class A Noteholders, any unpaid Class A Noteholders' Interest Distribution Amount for such Distribution Date as set forth in Sections 2.7C.4;

b. to the Class A Noteholders, the outstanding principal balance of the Class A Notes in the same order and priority as is set forth in Sections 2.7C.6 through C.9;

c. to the Class B Noteholders, any unpaid Class B Noteholders' Interest Distribution Amount for such Distribution Date;

d. to the Class B Noteholders, the outstanding principal balance of the Class B Notes;

e. [RESERVED]; and

f. to the Servicer, any unpaid Carryover Servicing Fees.

Any investment on deposit in the Reserve Account that will not mature on or before such Distribution Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Business Day preceding such Distribution Date. Any Insolvency Proceeds remaining after the deposits described above shall be paid to the Seller.

(k) Section 8.5 is amended by inserting at the end of the first paragraph the following:

and that such action will not materially adversely affect (i) the Trust's ability to enforce or protect its rights or remedies under any swap agreement, (ii) the ability of the Trust to timely and fully perform its obligations under any swap agreement or (iii) any of the Trust's obligations under any swap agreement or any swap transaction under such agreement. Any such amendment, modification or supplement without the consent of the swap counterparty, if any, shall not be binding on the swap counterparty.

6. Each of the parties named on the signature pages to this Supplement by execution of this Supplement agrees, for the benefit of the Administrator and the other signatories hereto, to be bound by the terms of the Agreement in connection with the Trust, this Supplement and the other Basic Documents to the extent reference is made in the Agreement to such party. The rights and obligations of such parties under the Agreement resulting from the execution of this Supplement (other than the Seller) shall be applicable only with respect to the Trust, this Supplement and the other Basic Documents.

This Supplement shall be construed in accordance with the laws of the State of New York, without reference to the conflict of law provisions thereof, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

This Supplement may be executed in counterparts, each of which when so executed shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed and delivered as of the date first above written.

		SLM FUNDING CORPORATION
		By:	/s/ MARK L. HELEEN
		Name:	Mark L. Heleen
		Title:	Vice President
		SALLIE MAE SERVICING L.P.
		By: SALLIE MAE, INC., Its general partner
		By:	/s/ BARBARA A. DEEMER
		Name:	Barbara A. Deemer
		Title:	Senior Vice President & Controller
		SLM STUDENT LOAN TRUST 2002-6
		By CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee
		By:	/s/ JOHN J. CASHIN
		Name:	John J. Cashin
		Title:	Vice President
		CHASE MANHATTAN BANK USA, National Association, not in its individual capacity but solely as Eligible Lender Trustee
		By:	/s/ JOHN J. CASHIN
		Name:	John J. Cashin
		Title:	Vice President
		THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee
		By:	/s/ ROBERT D. FOLTZ
		Name:	Robert D. Foltz
		Title:	Agent

The Administrator hereby acknowledges receipt of the foregoing Supplement and hereby confirms to the Seller and the other signatories to the foregoing Supplement that the representations of the Administrator contained in Article V of the Agreement are true and correct as of the date of such Supplement.

STUDENT LOAN MARKETING ASSOCIATION
By:	/s/ MICHAEL E. SHEEHAN
Name:	Michael E. Sheehan
Title:	Vice President

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SLM STUDENT LOAN TRUST 2002-6 ADMINISTRATION AGREEMENT SUPPLEMENT Dated as of November 5, 2002 to MASTER ADMINISTRATION AGREEMENT Dated as of May 1, 1997 Between SLM FUNDING CORPORATION and STUDENT LOAN MARKETING ASSOCIATION