EXHIBIT 4.2
EXECUTION COPY
SERIES 2002-1
SECOND SUPPLEMENTAL INDENTURE OF TRUST
by and between
SLC STUDENT LOAN TRUST-I
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee
Dated as of November 20, 2002
SERIES 2002-1
SECOND SUPPLEMENTAL INDENTURE OF TRUST
THIS SERIES 2002-1 SECOND SUPPLEMENTAL INDENTURE OF TRUST (this
"Supplemental Indenture"), dated as of November 20, 2002, is by and between SLC
STUDENT LOAN TRUST-I, a Delaware statutory trust (the "Issuer"), and DEUTSCHE
BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a New York
Corporation (together with its successors, the "Indenture Trustee"), as
Indenture Trustee hereunder (all capitalized terms used herein shall have the
same meanings assigned thereto in Article I of the Series 2002-1 Supplemental
Indenture of Trust, dated as of March 27, 2002, by and between the Issuer and
the Indenture Trustee (the "First Supplemental Indenture"));
W I T N E S S E T H:
WHEREAS, the Issuer has previously entered into an Indenture of
Trust, dated as of March 27, 2002 (the "Indenture"), between the Issuer and the
Indenture Trustee and the First Supplemental Indenture; and
WHEREAS, the Issuer desires to enter into this Supplemental
Indenture in order to cure certain ambiguities, defects and omissions in certain
provisions of the First Supplemental Indenture;
NOW, THEREFORE, the parties hereto agree as follows:
1. The sixth paragraph of Section 2.01 of Appendix A of the First
Supplemental Indenture is hereby deleted, and the following shall be inserted in
lieu thereof:
"If the Auction Rate for the Auction Rate Securities is greater than
the Net Loan Rate, and the Net Loan Rate is less than the applicable Maximum
Rate, the Issuer shall determine the Carry-over Amount, if any, with respect to
such Auction Rate Securities for such interest period."
2. Section 2.02(a)(iii)(C) of Appendix A of the First Supplemental
Indenture is hereby deleted, and the following shall be inserted in lieu
thereof:
"Promptly after the Auction Agent has determined the Auction Rate,
the Auction Agent shall determine and advise the Indenture Trustee of the
Auction Note Interest Rate, which rate shall be the least of (x) the Auction
Rate, (y) the Net Loan Rate and (z) the applicable Maximum Rate."
3. The first and second paragraphs of Section 2.02(a)(iv) of
Appendix A of the First Supplemental Indenture are hereby deleted, and the
following shall be inserted in lieu thereof:
"Existing Owners shall continue to own the principal amount of
Auction Rate Securities that are subject to Submitted Hold Orders. If the Cap
Rate is equal to or greater than the Bid Auction Rate and if Sufficient Bids
have been received by the Auction Agent, the Bid Auction Rate shall be the
Auction Note Interest Rate, and Submitted Bids and Submitted Sell Orders shall
be accepted or rejected and the Auction Agent will take such other action as
described below in subparagraph (A).
If the Net Loan Rate is less than the Auction Rate, the Net Loan
Rate shall be the Auction Note Interest Rate unless the Auction Rate and the Net
Loan Rate are both greater than the applicable Maximum Rate, in which event the
Auction Note Interest Rate shall be equal to the applicable Maximum Rate. If the
Auction Agent has not received Sufficient Bids (other than because all of the
Outstanding Auction Rate Securities are subject to Submitted Hold Orders), the
Auction Note Interest Rate shall be the lesser of the Net Loan Rate and the
applicable Maximum Rate. In any of the cases described above, Submitted Orders
shall be accepted or rejected and the Auction Agent will take such other action
as described below in subparagraph (B)."
4. The following is hereby inserted to the end of the first
paragraph of Section 2.02(h) of Appendix A of the First Supplemental Indenture:
"Notwithstanding the foregoing, the applicable Broker-Dealer may,
without consent from an Authorized Officer, an opinion of Note Counsel, request
for consent or notice to the Indenture Trustee, the Auction Agent, the Issuer,
any Rating Agency or the Securities Depository, (i) defer any Auction Date to
the next succeeding Business Day, if the Auction Date would, without such
deferral, not be a Business Day, and (ii) in such event, shorten the next
succeeding Auction Period by the number of days that the prior Auction Date was
deferred."
IN WITNESS WHEREOF, the Issuer has caused this Supplemental
Indenture to be executed in its name and on its behalf by the Administrator and
the Indenture Trustee has caused this Supplemental Indenture to be executed in
its name and behalf, all in multiple counterparts, each of which shall be deemed
an original, and the Issuer and the Indenture Trustee have caused this
Supplemental Indenture to be dated as of the date herein above first shown.
SLC STUDENT LOAN TRUST-I
By: THE STUDENT LOAN CORPORATION,
as Administrator,
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
DEUTSCHE BANK TRUST COMPANY AMERICAS, not
in its individual capacity but solely
as Indenture Trustee
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
