Pricing Agreement
Exhibit 1.2
March 2, 0000
Xxxx xx Xxxxxxx Securities LLC
Global Asset Backed Securitization
000 Xxxxx Xxxxx Xx.; NC1-027-21-04
Xxxxxxxxx, XX 00000
Global Asset Backed Securitization
000 Xxxxx Xxxxx Xx.; NC1-027-21-04
Xxxxxxxxx, XX 00000
and
Xxxxxx Brothers Inc.
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
as Representatives of the several
Underwriters named in Schedule I hereto
Underwriters named in Schedule I hereto
Ladies and Gentlemen:
SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit
Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated March 2, 2006 (the “Underwriting
Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and Banc of
America Securities LLC and Xxxxxx Brothers Inc., as representatives of the several underwriters
named in Schedule I hereto with respect to the Designated Securities in Schedule I hereto, on the
other hand, that the Company, (i) having caused the formation of the trust (the “Trust”) pursuant
to a trust agreement, dated as of December 21, 2005 (the “Initial Trust Agreement”), between the
Company and Chase Bank USA, National Association, as eligible lender trustee (the “Eligible Lender
Trustee”), will cause the Initial Trust Agreement to be amended and restated by an Amended and
Restated Trust Agreement, dated as of the Time of Delivery, among the Company, the Eligible Lender
Trustee and the Indenture Trustee (defined below) and (ii) will issue and sell to the Underwriters
named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”)
specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued and
secured pursuant to the Indenture, dated as of March 1, 2006 (the “Indenture”), among the Trust,
the Eligible Lender Trustee and Deutsche Bank Trust Company Americas, as trustee (the “Indenture
Trustee”).
Except as modified pursuant to Schedule II hereto, each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of
this Pricing Agreement to the same extent as if such provisions had been set forth in full herein;
and each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus and the Pre-Pricing Disclosure Package
in Section 2
of the Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus and the Pre-Pricing Disclosure
Package (as therein defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus and the Pre-Pricing Disclosure Package as amended or
supplemented relating to the Designated Securities which are the subject of this Pricing Agreement.
Each reference to the Representatives herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein,
terms defined in the Underwriting Agreement are used herein as therein defined.
The Representatives designated to act on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 13 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may
be, relating to the Designated Securities, in the form to be delivered to you is proposed to be
filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement
incorporated herein by reference, the Company agrees to cause the Trust to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase
from the Trust, at the time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the amount of Designated Securities set forth opposite the name of such
Underwriter in Schedule I hereto, less the amount of Designated Securities covered by Delayed
Delivery Contracts, if any, as may be specified in Schedule II.
During the period beginning from the date of this Pricing Agreement for the Designated
Securities and continuing to and including the Time of Delivery, the Company agrees, and SLM ECFC
agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer,
sell or contract to sell, or otherwise dispose of, securities substantially similar to the
Designated Securities (other than the Designated Securities) evidencing an ownership in, or any
securities (other than the related Notes) collateralized by, Student Loans, without the prior
written consent of the Representatives.
Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer
or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six
months from the issue date of the Notes except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes
of their businesses or otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995, as amended; (b) it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to engage in investment
activity, within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (the
“FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which
Section 21(1) of the FSMA does not apply to the Trust;
and (c) it has complied and will comply with all applicable provisions of the FSMA with
respect
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to anything done by it in relation to the Notes in, from or otherwise involving the United
Kingdom.
If the foregoing is in accordance with your understanding, please sign and return to us
nine counterparts hereof, and upon acceptance hereof by you, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and
SLM Corporation. It is understood that your acceptance of this letter is or will be pursuant to
the authority set forth in a form of Agreement among Underwriters, the form of which shall be
submitted to the Company, SLM ECFC and SLM Corporation for examination upon request, but without
warranty on the part of the Underwriters as to the authority of the signers thereof.
| Very truly yours, | ||||||
| SLM Funding LLC | ||||||
| By: | /S/ XXXX X. XXXXXX | |||||
| Name: Xxxx X. Xxxxxx | ||||||
| Title: Vice President | ||||||
| SLM Education Credit Finance Corporation | ||||||
| By: | /S/ XXXX X. XXXXXX | |||||
| Name: Xxxx X. Xxxxxx | ||||||
| Title: Vice President | ||||||
Accepted and agreed with respect to Sections 6(b), 9, 11, 12 and 14 of the Underwriting Agreement: |
||||||||
| SLM Corporation | ||||||||
| By: | /S/ J. XXXXX XXXXXX | |||||||
| Name: J. Xxxxx Xxxxxx | ||||||||
| Title: Senior Vice President | ||||||||
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Accepted as of the date hereof:
BANC OF AMERICA SECURITIES LLC
By: /S/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: Principal
Name: Xxxxxxx X. Xxxxx
Title: Principal
XXXXXX BROTHERS INC.
By: /S/ XXXXXX XXXXXXX
Name: Xxxxxx Xxxxxxx
Title: Managing Director
Name: Xxxxxx Xxxxxxx
Title: Managing Director
SCHEDULE I
Amount of Designated Securities to be Purchased
| Underwriter | Class A-1 | Class A-2 | Class A-3 | Class A-4 | Class A-5 | Class B | ||||||||||||||||||
Banc of America
Securities LLC |
$ | 114,500,000 | $ | 165,000,000 | $ | 67,000,000 | $ | 80,500,000 | $ | 27,050,000 | $ | 12,487,000 | ||||||||||||
Xxxxxx Brothers Inc. |
$ | 114,500,000 | $ | 165,000,000 | $ | 67,000,000 | $ | 80,500,000 | $ | 27,050,000 | $ | 12,487,000 | ||||||||||||
ABN AMRO Incorporated |
$ | 114,500,000 | $ | 165,000,000 | $ | 67,000,000 | $ | 80,500,000 | $ | 27,049,000 | $ | 12,487,000 | ||||||||||||
Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx
Incorporated |
$ | 114,500,000 | $ | 165,000,000 | $ | 67,000,000 | $ | 80,500,000 | $ | 27,048,000 | $ | 12,487,000 | ||||||||||||
Xxxxxx Xxxxxxx & Co.
Incorporated |
$ | 114,500,000 | $ | 165,000,000 | $ | 67,000,000 | $ | 80,500,000 | $ | 27,048,000 | $ | 12,487,000 | ||||||||||||
UBS Securities LLC |
$ | 114,500,000 | $ | 0 | $ | 0 | $ | 80,500,000 | $ | 27,048,000 | $ | 12,487,000 | ||||||||||||
| $ | 687,000,000 | $ | 825,000,000 | $ | 335,000,000 | $ | 483,000,000 | $ | 162,293,000 | $ | 77,082,000 | |||||||||||||
SCHEDULE I-1
SCHEDULE II
Title of each Class of Designated Securities:
| Floating Rate Class A-1 Student Loan-Backed Notes | ||||||
| (for purposes of this Schedule II, “Class A-1”) | ||||||
| Floating Rate Class A-2 Student Loan-Backed Notes | ||||||
| (for purposes of this Schedule II, “Class A-2”) | ||||||
| Floating Rate Class A-3 Student Loan-Backed Notes | ||||||
| (for purposes of this Schedule II, “Class A-3”) | ||||||
| Floating Rate Class A-4 Student Loan-Backed Notes | ||||||
| (for purposes of this Schedule II, “Class A-4”) | ||||||
| Floating Rate Class A-5 Student Loan-Backed Notes | ||||||
| (for purposes of this Schedule II, “Class A-5”) | ||||||
| Floating Rate Class B Student Loan-Backed Notes | ||||||
| (for purposes of this Schedule II, “Class B”) | ||||||
Aggregate principal amount of each Class:
Class A-1: |
$ | 687,000,000 | ||
Class A-2: |
$ | 825,000,000 | ||
Class A-3: |
$ | 335,000,000 | ||
Class A-4: |
$ | 483,000,000 | ||
Class A-5: |
$ | 162,293,000 | ||
Class B: |
$ | 77,082,000 |
Price to Public of each Class:
Class A-1: |
100.00 | % | ||
Class A-2: |
100.00 | % | ||
Class A-3: |
100.00 | % | ||
Class A-4: |
100.00 | % | ||
Class A-5 |
100.00 | % | ||
Class B: |
100.00 | % |
SCHEDULE
II - 1
Purchase Price by Underwriters of each Class:
Class A-1: |
99.880 | % | ||
Class A-2: |
99.830 | % | ||
Class A-3: |
99.810 | % | ||
Class A-4: |
99.800 | % | ||
Class A-5: |
99.790 | % | ||
Class B: |
99.720 | % |
Specified funds for payment of purchase price: Immediately Available Funds
Indenture: Indenture, dated as of March 1, 2006, among Deutsche Bank Trust Company Americas, as
Indenture Trustee, the SLM Student Loan Trust 2006-3 and Chase Bank USA, National Association, as
Eligible Lender Trustee.
Maturity:
Class A-1: |
January 2013 Distribution Date | |
Class A-2: |
January 2016 Distribution Date | |
Class A-3: |
April 2017 Distribution Date | |
Class A-4: |
July 2019 Distribution Date | |
Class A-5: |
January 2021 Distribution Date | |
Class B: |
January 2027 Distribution Date |
Interest Rate:
Class A-1: |
interpolated 1/2-month LIBOR * minus 0.02% | |
Class A-2: |
interpolated 1/2-month LIBOR * plus 0.00% | |
Class A-3: |
interpolated 1/2-month LIBOR * plus 0.04% | |
Class A-4: |
interpolated 1/2-month LIBOR * plus 0.08% | |
Class A-5: |
interpolated 1/2-month LIBOR * plus 0.10% | |
Class B: |
interpolated 1/2-month LIBOR * plus 0.20% |
| * | As to initial Accrual Period; thereafter, Three-month LIBOR. |
SCHEDULE
II - 2
Form of Designated Securities:
|
Book-Entry (DTC, Clearstream, Luxembourg | |
| and/or Euroclear) | ||
Time of Delivery:
|
March 9, 2006 |
Closing location for delivery of Designated Securities:
Xxxxxx Xxx
00000 Xxxxxxxx Xxx
Xxxxxx, XX 00000
00000 Xxxxxxxx Xxx
Xxxxxx, XX 00000
Names and addresses of Representatives:
Banc of America Securities LLC
Global Asset Backed Securitization
000 Xxxxx Xxxxx Xx.; NC1-027-21-04
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Global Asset Backed Securitization
000 Xxxxx Xxxxx Xx.; NC1-027-21-04
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Xxxxxx Brothers Inc.
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx
SCHEDULE
II - 3
