EX-25.1 22 a2165741zex-25_1.htm EXHIBIT 25.1
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Exhibit 25.1



SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549


FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE


CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)


(State of incorporation if not a national bank)
  13-4994650
(I.R.S. employer identification No.)

1111 Polaris Parkway
Columbus, Ohio
(Address of principal executive offices)

 


43271
(Zip Code)

Pauline E. Higgins
Vice President and Assistant General Counsel
JPMorgan Chase Bank, National Association
707 Travis Street, 4th Floor North
Houston, Texas 77002
Tel: (713) 216-1436
(Name, address and telephone number of agent for service)


SLM Corporation
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
  52-2013874
(I.R.S. employer identification No.)

11600 Sallie Mae Drive
Reston, Virginia
(Address of principal executive offices)

 


20193
(Zip Code)

Debt Securities
(Title of the indenture securities)






GENERAL

Item 1.    General Information.

        Furnish the following information as to the trustee:

        (a)   Name and address of each examining or supervising authority to which it is subject.

      Comptroller of the Currency, Washington, D.C.

      Board of Governors of the Federal Reserve System, Washington, D.C., 20551

      Federal Deposit Insurance Corporation, Washington, D.C., 20429.

        (b)   Whether it is authorized to exercise corporate trust powers.

            Yes.

Item 2.    Affiliations with the Obligor and Guarantors.

        If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

        None.

Item 16.    List of Exhibits

        List below all exhibits filed as a part of this Statement of Eligibility.

        1.     A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

        2.     A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

        3.     None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.

        4.     A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

        5.     Not applicable.

        6.     The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

        7.     A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.

        8.     Not applicable.

        9.     Not applicable.

2



SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 13th day of December, 2005.

    JPMORGAN CHASE BANK, N.A.

 

 

By

/s/ L. O'Brien

L. O'Brien
Vice President

3


Exhibit 7 to Form T-1

Bank Call Notice


RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF


JPMorgan Chase Bank, N.A.
of 1111 Polaris Parkway, Columbus, Ohio 43271
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 2005, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

 
   
  Dollar Amounts
in Millions

 
ASSETS        

Cash and balances due from depository institutions:

 

 

 

 

 

 

 
  Noninterest-bearing balances and currency and coin         $ 33,595  
  Interest-bearing balances           9,074  
Securities:              
Held to maturity securities           92  
Available for sale securities           46,530  
Federal funds sold and securities purchased under agreements to resell              
  Federal funds sold in domestic offices           27,359  
  Securities purchased under agreements to resell           162,222  
Loans and lease financing receivables:              
  Loans and leases held for sale           28,317  
  Loans and leases, net of unearned income   $ 348,961        
  Less: Allowance for loan and lease losses     4,676        
  Loans and leases, net of unearned income and allowance           344,285  
Trading Assets           231,417  
Premises and fixed assets (including capitalized leases)           8,360  
Other real estate owned           142  
Investments in unconsolidated subsidiaries and associated companies           818  
Customers' liability to this bank on acceptances outstanding           549  
Intangible assets              
  Goodwill           23,432  
  Other Intangible assets           9,440  
Other assets           47,481  
         
 
TOTAL ASSETS         $ 973,113  
         
 
               

LIABILITIES  

Deposits

 

 

 

 

 

 

 
  In domestic offices         $ 383,950  
  Noninterest-bearing   $ 141,374        
  Interest-bearing     242,576        
  In foreign offices, Edge and Agreement subsidiaries and IBF's           145,247  
  Noninterest-bearing   $ 7,348        
  Interest-bearing     137,899        
Federal funds purchased and securities sold under agreements to repurchase:              
  Federal funds purchased in domestic offices           8,743  
  Securities sold under agreements to repurchase           93,698  
Trading liabilities           117,933  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)           79,495  
Bank's liability on acceptances executed and outstanding           549  
Subordinated notes and debentures           17,982  
Other liabilities           40,922  
TOTAL LIABILITIES           888,519  
Minority Interest in consolidated subsidiaries           1,426  

EQUITY CAPITAL

 
Perpetual preferred stock and related surplus           0  
Common stock           1,785  
Surplus (exclude all surplus related to preferred stock)           58,838  
Retained earnings           22,718  
Accumulated other comprehensive income           (173 )
Other equity capital components           0  
TOTAL EQUITY CAPITAL           83,168  
         
 
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL         $ 973,113  
         
 

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in-structions issued by the appropriate Federal regulatory authority and is true and correct.

  WILLIAM B. HARRISON, JR. )  
  JAMES DIMON ) DIRECTORS
  MICHAEL J. CAVANAGH )  



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GENERAL
SIGNATURE
RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF
JPMorgan Chase Bank, N.A. of 1111 Polaris Parkway, Columbus, Ohio 43271 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 2005, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.