REMARKETING AGENCY AGREEMENT
EXHIBIT 99.2
REMARKETING AGENCY AGREEMENT, dated as of April 15, 2013, (this “Agreement”) by and among SLM Student Loan Trust 2005-9 (the “Trust”), ▇▇▇▇▇▇ ▇▇▇, Inc. (the “Administrator”) and Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (each, a “Remarketing Agent” and, collectively, the “Remarketing Agents”). The Remarketing Agents, in consultation with the Administrator, hereby establish the terms for the Class A-6 Reset Rate Notes (the “Notes”) described below with respect to the Reset Date specified below, in accordance with the terms hereof and of the Remarketing Agreement, dated as of November 15, 2005 among the Trust, the Administrator and Deutsche Bank Securities Inc. and Credit Suisse First Boston LLC (as predecessor in interest to Credit Suisse Securities (USA) LLC) (the “Remarketing Agreement”), the terms of which are hereby incorporated by reference and made a part hereof.
The Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the validly tendered Notes at a price equal to 100% of the aggregate principal amount so tendered. There is no assurance that the Remarketing Agents will be able to remarket the entire principal amount of Notes tendered in a remarketing. The Remarketing Agents shall also have the option, but not the obligation, to purchase any tendered Notes at such price. The option of the Remarketing Agents to purchase tendered Notes from the tendering Class A-6 Noteholders will be subject, without limitation, to the conditions set forth in Section 8 of the Remarketing Agreement.
The Administrator covenants with the Remarketing Agents that, with respect to the Reset Date specified below, it shall prepare and file with the Commission and furnish to the Remarketing Agents a free-writing prospectus containing disclosure of the current ratings for the Notes and meeting the requirements of the 1933 Act (the “Free-Writing Prospectus”). The parties further agree that the Free-Writing Prospectus shall constitute a “Remarketing Material” as such term is defined in the Remarketing Agreement.
Each Remarketing Agent represents and agrees that:
(a) 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 ▇▇▇ ▇▇▇▇ (the “FSMA”), received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust;
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and
(c) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Notes which are the subject of the offering contemplated by the Remarketing Agreement to the
public in that Relevant Member State other than, (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes shall require the Trust or the Remarketing Agents to publish a prospectus pursuant to Article 3 Prospectus Directive. For the purposes of this paragraph (c), the expression “an offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable investors to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
All capitalized terms not otherwise defined in this Agreement have the respective meanings assigned thereto in Appendix A to the Remarketing Agreement.
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CERTAIN TERMS OF THE NOTES
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Trust:
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Remarketing Agent and Address:
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Credit Suisse Securities (USA) LLC
Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Deutsche Bank Securities Inc.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Con Accibal
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Title of Notes:
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Class A-6 Reset Rate Notes
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Title of Indenture:
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Indenture, dated as of November 1, 2005, as amended or supplemented from time to time by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee.
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Eligible Lender Trustee:
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Deutsche Bank Trust Company Americas
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Indenture Trustee:
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Deutsche Bank National Trust Company
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Current Ratings:
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▇▇▇▇▇’▇ Investors Service, Inc.:
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[REDACTED]
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Standard & Poor’s Ratings Services:
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[REDACTED]
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Fitch Ratings:
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[REDACTED]
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Expected weighted average life of the Notes at 4% CPR:
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Approximately 4.90 years (based on assumptions in the preliminary Remarketing Prospectus Supplement)
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Remarketing Terms Determination Date:
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April 15, 2013
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Hold Notice Date:
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April 17, 2013
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Spread Determination Date:
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On or before April 22, 2013
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Reset Date:
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April 25, 2013
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3
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Reset Period and next succeeding Reset Date:
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N/A1
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Interest Rate Mode:
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Index:
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Three-Month LIBOR
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Interval between Interest Rate Change Dates:
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Quarterly from each Distribution Date through the day before the next Distribution Date.
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Interest Rate Determination Date(s):
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Second New York and London Business Day before the beginning of the Accrual Period.
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Fixed Rate Pricing Benchmark:
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N/A
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Whether principal amortizes periodically or is paid at end of Reset Period:
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Periodically
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Currency Denomination:
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U.S. Dollars
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o Foreign Exchange Mode:
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N/A
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Minimum Denominations and additional increments:
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The class A-6 notes will be available for purchase in minimum denominations of $100,000 and additional increments of $1,000 in excess thereof.
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Interest Distribution Dates:
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The 25th day of each January, April, July and October or, if such day is not a business day, then on the next business day.
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Principal Distribution Date(s):
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The 25th day of each January, April, July and October or, if such day is not a business day, then on the next business day.
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Swap Agreement(s):
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o Yes x No
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o Currency Swap Agreement:
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o Interest Rate Swap Agreement:
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Eligible Swap Counterparties from which Bids
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N/A
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All Hold Rate (Spread for floating or fixed rate, as applicable):
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N/A
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Day Count Basis:
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Actual/360
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Remarketing Fee (expressed as a percentage of the outstanding principal amount of the tendered Notes that successfully remarket, payable except in the case of a Failed Remarketing):
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0.185%
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Wire Instructions:
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To be furnished by Credit Suisse Securities (USA) LLC
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Other:
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The Notes will be remarketed using a preliminary and final remarketing Prospectus Supplement, a Base Prospectus and several Free-Writing Prospectuses, each as furnished by the Administrator
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The foregoing terms are hereby confirmed and agreed to as of this 15th day of April, 2013.
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By:
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DEUTSCHE BANK TRUST COMPANY AMERICAS,
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not in its individual capacity but solely as Eligible Lender Trustee
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By:
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/s/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ H.Y. Voon
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Title: Vice President
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Associate
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▇▇▇▇▇▇ ▇▇▇, INC., as Administrator
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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CREDIT SUISSE SECURITIES (USA) LLC
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Authorized Signatory
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DEUTSCHE BANK SECURITIES INC.
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Authorized Signatory
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By:
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/s/ ▇▇▇▇ ▇▇▇▇
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Authorized Signatory
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