Pricing Agreement
Exhibit 1.2
September 20, 2006
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
and
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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 September 20, 2006 (the
“Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and
Deutsche Bank Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx
Xxxxxxx & Co. Incorporated (the “Underwriters”), 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 June 23,
2006 (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 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 September 1, 2006 (the “Indenture”), among the
Trust, the Trustee and The Bank of New York, a New York banking corporation, as indenture 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 addresses 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 to anything done by it in relation to the Notes
in, from or otherwise involving the United Kingdom.
-2-
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:
and 14 of the Underwriting Agreement:
| SLM Corporation | ||||
| By: | /S/ XXXXXXX M. E. XXXXXX, JR. |
|||
| Name: Xxxxxxx M. E. Xxxxxx, Jr. | ||||
| Title: Senior Vice President | ||||
Accepted as of the date hereof:
DEUTSCHE BANK SECURITIES INC.
By:
|
/S/ XXXXX XXXXXXXX XXXX
|
By: | /S/ XXXXXXX XXXXX |
|||
| Name: Xxxxx Xxxxxxxx Xxxx | Name: Xxxxxxx Xxxxx | |||||
| Title: Vice President | Title: Vice President |
XXXXXXX XXXXX, XXXXXX XXXXXX & XXXXX INCORPORATED
By:
|
/S/ XXXXX XXXXXXX |
|
| Name: Xxxxx Xxxxxxx | ||
| Title: Authorized Signatory |
XXXXXX XXXXXXX & CO. INCORPORATED
By:
|
/S/ XXXX XXXXXX |
|
| Name: Xxxx Xxxxxx | ||
| 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 | Class C | |||||||||||||||||||||
Deutsche Bank Securities Inc. |
$ | 52,334,000 | $ | 89,334,000 | $ | 36,666,000 | $ | 71,666,000 | $ | 118,673,000 | $ | 13,059,000 | $ | 18,081,000 | ||||||||||||||
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
$ | 52,333,000 | $ | 89,333,000 | $ | 36,667,000 | $ | 71,667,000 | $ | 118,672,000 | $ | 13,059,000 | $ | 18,082,000 | ||||||||||||||
Xxxxxx Xxxxxxx & Co. Incorporated |
$ | 52,333,000 | $ | 89,333,000 | $ | 36,667,000 | $ | 71,667,000 | $ | 118,672,000 | $ | 13,059,000 | $ | 18,082,000 | ||||||||||||||
| $ | 157,000,000 | $ | 268,000,000 | $ | 110,000,000 | $ | 215,000,000 | $ | 356,017,000 | $ | 39,177,000 | $ | 54,245,000 | |||||||||||||||
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”)
Floating Rate Class C Student Loan-Backed Notes
(for purposes of this Schedule II, “Class C”)
(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”)
Floating Rate Class C Student Loan-Backed Notes
(for purposes of this Schedule II, “Class C”)
Aggregate principal amount of each Class:
Class A-1: |
$ | 157,000,000 | ||
Class A-2: |
$ | 268,000,000 | ||
Class A-3: |
$ | 110,000,000 | ||
Class A-4: |
$ | 215,000,000 | ||
Class A-5: |
$ | 356,017,000 | ||
Class B: |
$ | 39,177,000 | ||
Class C: |
$ | 54,245,000 | ||
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 | % | ||
Class C: |
100.00 | % |
SCHEDULE II – 1
Purchase Price by
Underwriters of each Class: |
||||
Class A-1: |
99.825 | % | ||
Class A-2: |
99.805 | % | ||
Class A-3: |
99.775 | % | ||
Class A-4: |
99.740 | % | ||
Class A-5: |
99.710 | % | ||
Class B: |
99.650 | % | ||
Class C: |
99.550 | % |
Specified funds for payment of purchase price: Immediately Available Funds
Indenture: Indenture, dated as of September 1, 2006, among Bank of New York, as Indenture Trustee,
the SLM Private Credit Student Loan Trust 2006-C and Chase Bank USA, National Association, as
Trustee.
Maturity: |
||
Class A-1: |
March 2018 Distribution Date | |
Class A-2: |
September 2020 Distribution Date | |
Class A-3: |
June 2021 Distribution Date | |
Class A-4: |
March 2023 Distribution Date | |
Class A-5: |
December 2039 Distribution Date | |
Class B: |
December 2039 Distribution Date | |
Class C: |
December 2039 Distribution Date | |
Interest Rate: |
||
Class A-1: |
interpolated 2/3-month LIBOR * plus 0.01% | |
Class A-2: |
interpolated 2/3-month LIBOR * plus 0.05% | |
Class A-3: |
interpolated 2/3-month LIBOR * plus 0.13% | |
Class A-4: |
interpolated 2/3-month LIBOR * plus 0.17% | |
Class A-5: |
interpolated 2/3-month LIBOR * plus 0.24% | |
Class B: |
interpolated 2/3-month LIBOR * plus 0.31% | |
Class C: |
interpolated 2/3-month LIBOR * plus 0.39% |
| * | 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:
|
September 28, 2006 | |
| Closing location for delivery of Designated Securities: | ||
| Xxxxxx Xxx | ||
| 00000 Xxxxxxxx Xxx | ||
| Xxxxxx, XX 00000 | ||
| Names and addresses of Representatives: | ||
| Deutsche Bank Securities Inc. | ||
| 00 Xxxx Xxxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated | ||
| 000 Xxxxx Xxxxxx | ||
| Xxx Xxxx, XX 00000 | ||
| Xxxxxx Xxxxxxx & Co. Incorporated | ||
| 0000 Xxxxxxxx, 0xx Xxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
SCHEDULE II – 3
