Pricing Agreement
Exhibit 1.2
November 4, 2005
To: the Persons Listed on Schedule III
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 November 4, 2005 (the
“Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and
Deutsche Bank Securities Inc. and Credit Suisse First Boston LLC, as Representatives of the several
underwriters named in Schedule I(a) hereto with respect to the Designated Securities (as defined
below) in Schedules I(a) and I(b) hereto, as applicable, Credit Suisse First Boston (Europe)
Limited, Deutsche Bank AG, London Branch, Banc of America Securities Limited, Barclays Bank PLC,
DEPFA BANK plc, Fortis Bank nv-sa and Xxxxxxx Xxxxx International, each as its own Representative
with respect to the Designated Securities in Schedule I(b) 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 October 25, 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 Schedules I(a)
and I(b) hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) specified in
Schedules I and II hereto (the “Designated Securities”). The Notes will be issued and secured
pursuant to the Indenture, dated as of November 1, 2005 (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 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 (as therein defined), and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Prospectus 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 12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 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 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
-2-
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 8, 10, 12 and 13 of the Underwriting Agreement: |
| SLM Corporation | ||||||
| By: | /S/ J. XXXXX XXXXXX | |||||
| Name: | J. Xxxxx Xxxxxx | |||||
| Title: | Senior Vice President | |||||
| Accepted as of the date hereof: | ||||||||||
| Credit Suisse First Boston LLC | ||||||||||
| By: | /S/ XXXXXXXX XXXXX | |||||||||
| Name: | Xxxxxxxx Xxxxx | |||||||||
| Title: | Managing Director | |||||||||
| Deutsche Bank Securities Inc. | ||||||||||
| By: | /S/ XXXX XXXXXXXX | |||||||||
| Name: | Xxxx Xxxxxxxx | |||||||||
| Title: | Director | |||||||||
| By: | /S/ XXXXXXX X’XXXXX | |||||||||
| Name: | Xxxxxxx X’Xxxxx | |||||||||
| Title: | Vice President | |||||||||
| As Representatives of the several Underwriters named in Schedule I(a) hereto | ||||||||||
| Credit Suisse First Boston (Europe) Limited | ||||||||||
| By: | /S/ XXXXXX XXXXXX | |||||||||
| Name: | Xxxxxx Xxxxxx | |||||||||
| Title: | Vice President | |||||||||
| Deutsche Bank AG, London Branch | ||||||||||
| By: | /S/ XXXXXXXXXXX X. XXXXX | |||||||||
| Name: | Xxxxxxxxxxx X. Xxxxx | |||||||||
| Title: | Managing Director | |||||||||
| By: | /S/ XXXX XXXXX | |||||||||
| Name: | Xxxx Xxxxx | |||||||||
| Title: | Managing Director | |||||||||
| Each as its own Representative as Euro Joint Lead Manager | ||||||||||
| Banc of America Securities Limited | ||||||||||
| By: | /S/ XXXXXXX XXXXXXXX | |||||||||
| Name: | Xxxxxxx Xxxxxxxx | |||||||||
| Title: | Managing Director | |||||||||
| Barclays Bank PLC | ||||||||||
| By: | /S/ XXXXXX X. XXXXX | |||||||||
| Name: | Xxxxxx X. Xxxxx | |||||||||
| Title: | Authorized Signatory | |||||||||
| DEPFA BANK plc | ||||||||||
| By: | /S/ XXXXXXX XXXXX | By: | /S/ XXXXXXXX XXXXXXX | |||||||
| Name: | Xxxxxxx Xxxxx | Name: | Xxxxxxxx Xxxxxxx | |||||||
| Title: | Associate Director | Title: | Managing Director | |||||||
| Fortis Bank nv-sa | ||||||||||
| By: | /S/ XXXX XXXXX | By: | /S/ XXXXXX XXXXXX | |||||||
| Name: | Xxxx Xxxxx | Name: | Xxxxxx Xxxxxx | |||||||
| Title: | Managing Director | Title: | Associate Legal Risk | |||||||
| Xxxxxxx Xxxxx International | ||||||||||
| By: | /S/ XXXXXX XXXXXXXXXXX | |||||||||
| Name: | Xxxxxx Xxxxxxxxxxx | |||||||||
| Title: | Authorized Signatory | |||||||||
| Each as its own Representative as Euro Co-Manager | ||||||||||
SCHEDULE I(a)
Amount of Designated Securities to be Purchased
| Underwriter | Class A-1 | Class A-2 | Class A-3 | |||||||||
Deutsche Bank Securities Inc. |
$ | 46,600,000 | $ | 89,200,000 | $ | 48,000,000 | ||||||
Credit Suisse First Boston LLC |
46,600,000 | 89,200,000 | 48,000,000 | |||||||||
Banc of America Securities LLC |
46,600,000 | 89,200,000 | 48,000,000 | |||||||||
Barclays Capital Inc. |
46,600,000 | 89,200,000 | 48,000,000 | |||||||||
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated. |
46,600,000 | 89,200,000 | 48,000,000 | |||||||||
Total |
$ | 233,000,000 | $ | 446,000,000 | $ | 240,000,000 | ||||||
| Underwriter | Class A-4 | Class A-5 | Class B | |||||||||
Deutsche Bank Securities Inc. |
$ | 112,600,000 | $ | 55,793,000 | $ | 18,676,000 | ||||||
Credit Suisse First Boston LLC |
112,600,000 | 55,793,000 | 18,677,000 | |||||||||
Banc of America Securities LLC |
112,600,000 | 55,792,000 | 18,676,000 | |||||||||
Barclays Capital Inc. |
112,600,000 | 55,792,000 | 18,676,000 | |||||||||
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated. |
112,600,000 | 55,792,000 | 18,676,000 | |||||||||
Total |
$ | 563,000,000 | $ | 278,962,000 | $ | 93,381,000 | ||||||
SCHEDULE II-1
SCHEDULE I(b)
Amount of Designated Securities to be Purchased
| Underwriter | Class A-6 | Class A-7A | Class A-7B | |||||||||
Credit Suisse First Boston LLC |
€ | 0 | € | 0 | $ | 76,000,000 | ||||||
Deutsche Bank Securities Inc. |
0 | 0 | 76,000,000 | |||||||||
Banc of America Securities LLC |
0 | 0 | 57,000,000 | |||||||||
Barclays Capital Inc. |
0 | 0 | 57,000,000 | |||||||||
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated. |
0 | 0 | 57,000,000 | |||||||||
Euro Lead Managers |
||||||||||||
Credit Suisse First Boston
(Europe) Limited |
47,000,000 | 100,000,000 | 0 | |||||||||
Xxxxxxxx Xxxx XX, Xxxxxx
Branch |
47,000,000 | 100,000,000 | 0 | |||||||||
Euro Co-Managers |
||||||||||||
Banc of America Securities
Limited |
28,200,000 | 60,000,000 | 0 | |||||||||
Barclays Bank PLC |
28,200,000 | 60,000,000 | 0 | |||||||||
DEPFA BANK plc |
28,200,000 | 60,000,000 | 57,000,000 | |||||||||
Fortis Bank nv-sa |
28,200,000 | 60,000,000 | 0 | |||||||||
Xxxxxxx Xxxxx International |
28,200,000 | 60,000,000 | 0 | |||||||||
Total |
€ | 235,000,000 | € | 500,000,000 | $ | 380,000,000 | ||||||
SCHEDULE II-2
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”)
Reset Rate Class A-6 Student Loan-Backed Notes
(for purposes of this Schedule II, “Class A-6”)
Reset Rate Class A-7A Student Loan-Backed Notes
(for purposes of this Schedule II, “Class A-7A”)
Floating Rate Class A-7B Student Loan-Backed Notes
(for purposes of this Schedule II, “Class A-7B”)
Floating Rate Class B Student Loan-Backed Notes
(for purposes of this Schedule II, “Class B”)
(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”)
Reset Rate Class A-6 Student Loan-Backed Notes
(for purposes of this Schedule II, “Class A-6”)
Reset Rate Class A-7A Student Loan-Backed Notes
(for purposes of this Schedule II, “Class A-7A”)
Floating Rate Class A-7B Student Loan-Backed Notes
(for purposes of this Schedule II, “Class A-7B”)
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: $233,000,000
Class A-2: $446,000,000
Class A-3: $240,000,000
Class A-4: $563,000,000
Class A-5: $278,962,000
Class A-6: €235,000,000
Class A-7A: €500,000,000
Class A-7B: $380,000,000
Class B: $93,381,000
Class A-2: $446,000,000
Class A-3: $240,000,000
Class A-4: $563,000,000
Class A-5: $278,962,000
Class A-6: €235,000,000
Class A-7A: €500,000,000
Class A-7B: $380,000,000
Class B: $93,381,000
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 A-6: 100.00%
Class A-7A: 100.00%
Class A-7B 100.00%
Class B: 100.00%
Class A-2: 100.00%
Class A-3: 100.00%
Class A-4: 100.00%
Class A-5 100.00%
Class A-6: 100.00%
Class A-7A: 100.00%
Class A-7B 100.00%
Class B: 100.00%
SCHEDULE II-3
Purchase Price by Underwriters of each Class:
Class A-1: 99.875%
Class A-2: 99.825%
Class A-3: 99.810%
Class A-4: 99.795%
Class A-5: 99.770%
Class A-6: 99.795%
Class A-7A: 99.760%
Class A-7B: 99.710%
Class B: 99.700%
Class A-2: 99.825%
Class A-3: 99.810%
Class A-4: 99.795%
Class A-5: 99.770%
Class A-6: 99.795%
Class A-7A: 99.760%
Class A-7B: 99.710%
Class B: 99.700%
Specified funds for payment of purchase price: Immediately Available Funds
Indenture: Indenture, dated as of November 1, 2005, among Deutsche Bank Trust Company Americas, as
Indenture Trustee, the SLM Student Loan Trust 2005-9, and Chase Bank USA, National Association, as
Eligible Lender Trustee.
Maturity:
Class A-1: January 2013 Distribution Date
Class A-2: April 2017 Distribution Date
Class A-3: January 2019 Distribution Date
Class A-4: January 2023 Distribution Date
Class A-5: January 2025 Distribution Date
Class A-6: October 2026 Distribution Date
Class A-7A: January 2041 Distribution Date
Class A-7B: January 2041 Distribution Date
Class B: January 2041 Distribution Date
Class A-2: April 2017 Distribution Date
Class A-3: January 2019 Distribution Date
Class A-4: January 2023 Distribution Date
Class A-5: January 2025 Distribution Date
Class A-6: October 2026 Distribution Date
Class A-7A: January 2041 Distribution Date
Class A-7B: January 2041 Distribution Date
Class B: January 2041 Distribution Date
Interest Rate:
Class A-1: interpolated 2/3-month LIBOR * minus 0.03%
Class A-2: interpolated 2/3-month LIBOR * plus 0.00%
Class A-3: interpolated 2/3-month LIBOR * plus 0.05%
Class A-4: interpolated 2/3-month LIBOR * plus 0.10%
Class A-5: interpolated 2/3-month LIBOR * plus 0.12%
Class A-6: interpolated 2/3-month EURIBOR * plus 0.07%
Class A-7A: interpolated 2/3-month EURIBOR * plus 0.10%
Class A-7B: interpolated 2/3-month LIBOR * plus 0.16%
Class B: interpolated 2/3-month LIBOR * plus 0.30%
Class A-2: interpolated 2/3-month LIBOR * plus 0.00%
Class A-3: interpolated 2/3-month LIBOR * plus 0.05%
Class A-4: interpolated 2/3-month LIBOR * plus 0.10%
Class A-5: interpolated 2/3-month LIBOR * plus 0.12%
Class A-6: interpolated 2/3-month EURIBOR * plus 0.07%
Class A-7A: interpolated 2/3-month EURIBOR * plus 0.10%
Class A-7B: interpolated 2/3-month LIBOR * plus 0.16%
Class B: interpolated 2/3-month LIBOR * plus 0.30%
| * | As to initial Accrual Period; thereafter, Three-month LIBOR or EURIBOR, as applicable. |
SCHEDULE II-4
Form of Designated Securities:
|
Book-Entry (DTC, Clearstream, Luxembourg and/or Euroclear) | |
Time of Delivery:
|
November 15, 2005 |
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:
Credit Suisse First Boston LLC
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxx
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxx
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
Banc of America Securities Limited
0 Xxxxxx Xxxxxx
Xxxxxx X00 0XX
Attention: ABS Syndicate Desk
0 Xxxxxx Xxxxxx
Xxxxxx X00 0XX
Attention: ABS Syndicate Desk
Barclays Bank PLC
0 Xxxxxxxxx Xxxxx
Xxxxxx X00 0XX
Attention: Syndicate Desk
0 Xxxxxxxxx Xxxxx
Xxxxxx X00 0XX
Attention: Syndicate Desk
Credit Suisse First Boston (Europe) Limited
Xxx Xxxxx Xxxxxx
Xxxxxx X00 0XX
Xxxxxx Xxxxxxx
Facsimile: 011-44-20-7890-2310
Attention: Syndicate Desk
Xxx Xxxxx Xxxxxx
Xxxxxx X00 0XX
Xxxxxx Xxxxxxx
Facsimile: 011-44-20-7890-2310
Attention: Syndicate Desk
XXXXX XXXX xxx
0 Xxxxxxx Xxxxxx
Xxxxxx 0
Facsimile: 353 1 792 2210
Attention: Xxxx Xxxxxxx
0 Xxxxxxx Xxxxxx
Xxxxxx 0
Facsimile: 353 1 792 2210
Attention: Xxxx Xxxxxxx
SCHEDULE II-5
Deutsche Bank AG, London Branch
Xxxxxxxxxx Xxxxx
0, Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention: Xxxx XxXxxxxxx, Xxxxxxxxxxx Xxxxx
email: xxxx.xxxxxxxxx@xx.xxx, xxxxxxxxxxx.xxxxx@xx.xxx
Xxxxxxxxxx Xxxxx
0, Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention: Xxxx XxXxxxxxx, Xxxxxxxxxxx Xxxxx
email: xxxx.xxxxxxxxx@xx.xxx, xxxxxxxxxxx.xxxxx@xx.xxx
Xxxxxx Xxxx xx-xx
Xxxxxxxxxxx 0
X-0000 Xxxxxxxx
Facsimile : 32 2 565 88 11
Attention: Documentation Securities
E-mail: xxxxxxxxxxxxx.xxx@xxxxxxxxxx.xxx
Xxxxxxxxxxx 0
X-0000 Xxxxxxxx
Facsimile : 32 2 565 88 11
Attention: Documentation Securities
E-mail: xxxxxxxxxxxxx.xxx@xxxxxxxxxx.xxx
Xxxxxxx Xxxxx International
Xxxxxxx Xxxxx Financial Centre
0 Xxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Facsimile: 011-44-20-7995-3032
Attention: Xxxxxx Xxxxxxxxxxx
Xxxxxxx Xxxxx Financial Centre
0 Xxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Facsimile: 011-44-20-7995-3032
Attention: Xxxxxx Xxxxxxxxxxx
Modifications to Underwriting Agreement (solely for purposes of this Pricing Agreement):
1. The following sentence is hereby added to the end of the second paragraph of the
Underwriting Agreement:
In addition, the Trust also will enter into an initial currency swap agreement for the Class
A-6 Notes (the “Class A-6 Swap Agreement”) with Credit Suisse First Boston International and an
initial currency swap agreement for the Class A-7A Notes with Deutsche Bank AG, New York Branch
(the “Class A-7A Swap Agreement” and, together with the Class A-6 Swap Agreement, the “Swap
Agreements”).
2. The following paragraph is hereby added to Section 7 of the Underwriting Agreement:
(n) The Swap Agreements shall have been entered into by the Trust and the Swap
Counterparties, and the Underwriters shall have received a copy, addressed to them or on
which they are otherwise entitled to rely, of each opinion of counsel required to be
delivered thereunder to them at or before the Time of Delivery, and a copy of each
certificate required to be delivered thereunder to them at or before the Time of Delivery.
SCHEDULE II-6
SCHEDULE III
Credit Suisse First Boston LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
as Representatives of the several Underwriters named in Schedule I(a) hereto
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
as Representatives of the several Underwriters named in Schedule I(a) hereto
Credit Suisse First Boston (Europe) Limited
Xxx Xxxxx Xxxxxx
Xxxxxx X00 0XX
Xxx Xxxxx Xxxxxx
Xxxxxx X00 0XX
Deutsche Bank AG, London Branch
Xxxxxxxxxx Xxxxx
0, Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxxxxx Xxxxx
0, Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
each on behalf of itself as Euro Joint Lead Manager
Banc of America Securities Limited
0 Xxxxxx Xxxxxx
Xxxxxx X00 0XX
0 Xxxxxx Xxxxxx
Xxxxxx X00 0XX
Barclays Bank PLC
0 Xxxxxxxxx Xxxxx
Xxxxxx X00 0XX
0 Xxxxxxxxx Xxxxx
Xxxxxx X00 0XX
XXXXX XXXX xxx
0 Xxxxxxx Xxxxxx
Xxxxxx 0
0 Xxxxxxx Xxxxxx
Xxxxxx 0
Fortis Bank nv-sa
Xxxxxxxxxxx 0
X-0000 Xxxxxxxx
Xxxxxxxxxxx 0
X-0000 Xxxxxxxx
Xxxxxxx Xxxxx International
Xxxxxxx Xxxxx Financial Centre -0 Xxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx Xxxxx Financial Centre -0 Xxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
each on behalf of itself as Euro Co-Manager
SCHEDULE II-7
