SUPPLEMENTAL REMARKETING AGENCY AGREEMENT
Exhibit 99.4
SUPPLEMENTAL REMARKETING AGENCY AGREEMENT
SUPPLEMENTAL REMARKETING AGENCY AGREEMENT, dated as of July 22, 2008 (this “Agreement”) by and among SLM Student Loan Trust 2005-6 (the “Trust”), Xxxxxx Xxx, Inc. (the “Administrator”) and Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (each, a “Remarketing Agent” and, collectively, the “Remarketing Agents”). The Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Class A-5B Reset Rate Notes (the “Notes”) described below that have been validly tendered by the holders thereof for sale on July 25, 2008 (the “Reset Date”) at a price equal to 100% of the aggregate principal amount so tendered in accordance with the terms hereof and of the Remarketing Agreements, dated as of July 27, 2005 and July 14, 2008 (the “Remarketing Agreements”) and the Remarketing Agency Agreement dated as of July 15, 2008 (the “Remarketing Agency Agreement”), among the Trust, the Administrator and the Remarketing Agents, the terms of which are hereby incorporated by reference and made a part hereof. 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-5B Noteholders will be subject, without limitation, to the conditions set forth in Section 8 of the Remarketing Agreements.
All capitalized terms not otherwise defined in this Agreement have the respective meanings assigned thereto in Appendix A to the Remarketing Agreement.
CERTAIN TERMS OF THE NOTES
| Trust: |
SLM Student Loan Trust 2005-6 | |||
| Remarketing Agents and Addresses: |
Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 | |||
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | ||||
| Title of Notes: |
Class A-5B Reset Rate Notes | |||
| Principal Amount of Notes to be Remarketed: |
$327,970,000 | |||
| Title of Indenture: |
Indenture, dated as of July 1, 2005, as amended or supplemented from time to time by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee | |||
| Eligible Lender Trustee: |
The Bank of New York Mellon Trust Company, National Association (formerly known as The Bank of New York Trust Company, N.A.) | |||
| Indenture Trustee: |
Deutsche Bank Trust Company Americas | |||
| Current Ratings: |
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| Xxxxx’x Investors Service, Inc.: |
Aaa | |||
| Standard & Poor’s Ratings Services: |
AAA | |||
| Fitch Ratings: |
AAA | |||
| Interest Rate Mode: |
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| x Floating Rate |
Three-Month LIBOR | |||
| Spread: 1.20% |
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| ¨ Fixed Rate |
N/A | |||
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| Spread: N/A |
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| Yield to Maturity of Fixed Rate Pricing Benchmark: |
N/A | |||
| Fixed Rate: |
N/A | |||
| The Eligible Swap Counterparty (or Counterparties) and the floating rate (or rates) of interest payable by the Trust to each Eligible Swap Counterparty (or Counterparties): | N/A | |||
| Currency Denomination: |
U.S. Dollar | |||
| Currency Exchange Rate: |
N/A | |||
| Extension Rate: |
N/A | |||
| All Hold Rate: |
Three-Month LIBOR plus 0.75% | |||
| New Interest Rate: |
As determined by application of the provisions set forth herein and in the Remarketing Agreements and Remarketing Agency Agreement. | |||
| Beneficial Owner Tender Provisions: |
As set forth in the Remarketing Prospectus dated July 22, 2008. In the event that the Remarketing Agents fail to remarket all Class A-5B Notes validly tendered for remarketing on the Reset Date, then the Remarketing Agents shall promptly notify the Administrator and the Indenture Trustee of such failure. | |||
| Failed Remarketing Rate: |
Three-Month LIBOR plus 0.75% | |||
| Form of Notes: |
Global certificate registered in the name of the nominee of the applicable depository of the Notes, which is DTC, Clearstream, Luxembourg or Euroclear. The beneficial owners of the Notes (“Beneficial Owners”) are not entitled to receive definitive certificates representing their Notes, except under limited circumstances. A Beneficial Owner’s ownership of a Note currently is recorded on or through the records of the brokerage firm or other entity that is a participant in DTC, Clearstream, Luxembourg or Euroclear and that maintains such Beneficial Owner’s account. | |||
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| Purchase Price: |
100% of the principal amount of the tendered Notes. Payable to DTC, Clearstream, Luxembourg or Euroclear for the Beneficial Owners of tendered Notes. | |
| Remarketing Fee (expressed as a percentage of the outstanding principal amount of the Notes, payable except in the case of a Failed Remarketing): | 0.25%. | |
| Wire Instructions: |
To be furnished by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. | |
| Other: |
The Notes will be remarketed using a preliminary and final Remarketing Prospectus furnished by the Administrator. | |
| Closing: |
July 25, 2008 | |
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The foregoing terms are hereby confirmed and agreed to as of this 22nd day of July, 2008.
| SLM STUDENT LOAN TRUST 2005-6 | ||||
| By: | THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee | |||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| XXXXXX XXX, INC., as Administrator | ||||
| By: | /s/ Xxxx. X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Authorized Signatory | |||
| SLM CORPORATION | ||||
| By: | /s/ Xxxx. X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Authorized Signatory | |||
| CREDIT SUISSE SECURITIES (USA) LLC | ||||
| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | Director | |||
| XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED | ||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Authorized Signatory | |||
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