EXHIBIT 99.6
CONFIRMATION
November 20, 2002
SLM Student Loan Trust 2002-7
c/o Chase Manhattan Bank USA, National Association
Christiana Center/OPS4
000 Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Department
Subject: Currency Swap Transaction
TCN/Ref Number: 48144217
Dear Sir/Madam
The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the above referenced currency swap transaction entered
into on the Trade Date specified below (the "Transaction") between Credit Suisse
First Boston International ("CSFBi") and SLM Student Loan Trust 2002-7 (the
"Trust"). This Confirmation constitutes a "Confirmation" as referred to in the
Agreement specified below.
1. The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern. References herein to a "Transaction" shall be deemed to be references to
a "Swap Transaction" for the purposes of the 2000 ISDA Definitions.
The Agreement and each Confirmation thereunder will be governed by and
construed in accordance with the laws of the State of New York without reference
to choice of law doctrine and each party hereby submits to the jurisdiction of
the Courts of the State of New York.
This Confirmation supplements, forms part of, and is subject to, the 1992
ISDA Master Agreement dated as of November 20, 2002, as may be amended and
supplemented from time to time (the "Agreement"), between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.
The Trust and CSFBi each represents to the other that it has entered into
this Transaction in reliance upon such tax, accounting, regulatory, legal, and
financial advice as it deems necessary and not upon any view expressed by the
other
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Trade Date: November 20, 2002.
Effective Date: November 26, 2002.
Termination Date: The earlier of (i) the date on which
the Class A5 Notes are repaid in full
and (ii) 15 September 2021.
Currency Swap Transaction Exchange EUR 1.00 to USD 1.01.
Rate:
Floating Amounts - CSFBi
Floating Rate Payer: CSFBi.
Floating Rate Payer Currency Amount: As at any date, EUR 500,000,000 minus
the aggregate of each CFSBi Interim
Exchange Amount made prior to such
date.
Floating Rate Payer Payment Dates: Early Payment applies - three (3)
Business Days prior to the applicable
Period End Date or the Termination
Date, as the case may be.
Floating Rate Period End Dates: Each 15 March, 15 June, 15 September
and 15 December commencing on 17 March
2003 and ending on the Termination
Date, subject to adjustment with the
Following Business Day convention.
Floating Rate Option: EUR-EURIBOR-Telerate.
Designated Maturity: 3 months except for the initial
Calculation Period.
For the initial Calculation Period,
the Designated Maturity will be
detrmined by the following formula:
x + [ 19 / 28 * (y - x) ]
where:
x = 3-Month EUR-EURIBOR-Telerate,
and
y = 4-Month EUR-EURIBOR-Telerate.
Spread : 0.27% per annum.
Floating Rate Day Count Fraction: Actual/360.
Reset Dates: First day of each Calculation Period.
Floating Amounts - the Trust
Floating Rate Payer: The Trust.
Floating Rate Payer Currency Amount: As at any date, USD 505,000,000 minus
the aggregate of each Trust Interim
Exchange Amount made prior to such
date.
Floating Rate Payer Payment Dates: Early Payment applies - three (3)
Business Days prior to the applicable
Period End Date or the Termination
Date, as the case may be.
Floating Rate Period End Dates: Each 15 March, 15 June, 15 September
and 15 December commencing on 17 March
2003 and ending on the Termination
Date, subject to adjustment with the
Following Business Day convention.
Floating Rate Option: USD-LIBOR-BBA provided however, that
(i) the term "London Banking Days"
shall mean a Banking Day in New York
and London and (ii) if USD-LIBOR
Reference Banks is used as a fallback
and quotations are not available, the
rate will be the rate in effect for
the previous Calculation Period.
Designated Maturity: 3 months except for the initial
Calculation Period.
For the initial Calculation Period,
the Designated Maturity will be
detrmined by the following formula:
x + [ 19 / 28 * (y - x) ]
where:
x = 3-Month USD-LIBOR-BBA, and
y = 4-Month USD-LIBOR-BBA.
Spread : 0.33% per annum.
Floating Rate Day Count Fraction: Actual/360.
Reset Dates: First day of each Calculation Period.
Initial Exchanges:
Initial Exchange Date: Effective Date.
CSFBi Initial Exchange Amount: USD 503,232,500.
Trust Initial Exchange Amount: EUR 498,250,000.
Interim Exchanges:
Interim Exchange Date: Early Payment applies - three (3)
Business Days prior to each date
(falling on or before the Final
Exchange Date) upon which the Trust is
obliged to make a payment of principal
on the Class A-5 Notes.
CSFBi Interim Exchange Amount: A EUR amount equal to the Trust
Interim Exchange Amount divided by the
Currency Swap Transaction Exchange
Rate.
Trust Interim Exchange Amount: In respect of any Interim Exchange
Date, the USD amount of principal
available for payment to the Class A-5
Noteholders pursuant to the Indenture
and the Administration Agreement with
respect to payments of principal on
the Class A-5 Notes.
Final Exchanges:
Final Exchange Date: Termination Date.
CSFBi Final Exchange Amount: A EUR amount equal to the CSFBi Final
Exchange Amount divided by the
Currency Swap Transaction Exchange
Rate.
Trust Final Exchange Amount: The USD amount of principal available
for payment to the Class A-5
Noteholders pursuant to the Indeture
and the Administraion Agreement with
respect to payments of principal on
the Class A-5 Notes.
Business Days for Payments: New York and TARGET.
Termination:
Termination upon repayment in full of The Transaction shall terminate upon
the Underlying Asset: the outstanding principal amount of
the Class A-5 Notes being reduced to
zero, with no amounts being payable by
either party to the other, however,
for the avoidance of doubt, the
Transaction shall not terminate until
all remaining principal and interest
due at that time shall have been paid.
Termination Payment due following In the event that this transaction is
Cross Default of Party B. terminated following a Cross Default
(Event of Default) where the Trust is
the Sole Defaulting Party the
termination payment due to either
party shall be calculated in
accordance with Section 6(e) of the
Agreement provided however that the
Termination Date of this transaction
shall be deemed to be the Early
Termination Date designated by CSFBi
and that the CSFBi Final Exchange
Amount shall be equal to the CSFBi
Floating Rate Payer Currency Amount
and that the Trust Final Exchange
Amount shall be equal to the Trust
Floating Rate Payer Currency Amount.
Other Provisions:
Calculation Agent: The Trust. The Trust shall delegate
its duties as Calculation Agent to the
Administrator, in accordance with the
terms of the Schedule.
Notifications:
Interest and Principal Payments: The Trust shall cause the
Administrator to notify CSFBi of the
amount of interest and/or principal
payments to be made (subject to
conversion via this Transaction) on
the Class A-5 Notes on each USD
Floating Rate Payer Payment Date
and/or each Interim Exchange Date for
the Class A-5 Notes in respect of such
date not later than one (1) Business
Days prior to such date.
Deferral of Floating Amounts: If any payment of interest under the
CLASS A-5 Notes is deferred in
accordance with the terms and
conditions of the Notes then a
corresponding part of the CSFBi
Floating Amount and a pro rata part of
the Trust Floating Amount which, in
each case, would otherwise be due in
respect of the relevant Floating Rate
Payer Payment Date shall be deferred.
The amount so deferred on the CSFBi
Floating Amount shall be payable on
the next CSFBi Floating Rate Payer
Payment Date (together with an
additional floating amount accrued
thereon determined using the same rate
used to calculate the CSFBi Floating
Amount payable on that next CSFBi
Floating Rate Payer Payment Date) and
the CSFBi Floating Amount due on such
date shall be deemed to include such
amounts.
The amount so deferred on the Trust
Floating Amount shall be payable on
the next Trust Floating Rate Payment
Date (together with an additional
floating amount accrued thereon
determined using the same rate used to
calculate the Trust Floating Amount
payable on that next Trust Floating
Rate Payer Payment Date) and the Trust
Floating Amount due on such date shall
be deemed to include such amounts.
On any subsequent occasion if any
payment of interest under the CLASS
A-5 Notes is deferred (including any
payment of a previous shortfall of
interest or any payment of interest on
such shortfall) in accordance with the
terms and conditions of the CLASS A-5
Notes then all or a corresponding part
of the CSFBi Floating Amount and a pro
rata part of the Trust Floating Amount
shall be deferred.
Account Details:
Payments to Party A:
Account for payments
in USD: Bank of New York, New York
XXXXXX0X
Acct # 890 0360 968
Account for payments
in Euros: Citibank NA, London
CITIGB2L
Acct #10403229
Payments to the Trust:
For the Account of : SLM Student Loan Trust 2002-7
Account No.: 026 590219
FCT: SLM 2002-7/Currency Swap
FOR PAYMENT INQUIRIES: SLM Student Loan Trust 2002-7
c/o Xxxxxx Xxx, Inc.
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Swap Operations Specialist
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
Electronic Messaging System Details:
None
4. OFFICES:
(a) The Office of CSFBi for this Transaction Credit Suisse First Boston
International, Xxx Xxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxxx.
(b) The Office of the Trust for this Transaction is SLM Student Loan
Trust 2002-7 c/o Chase Manhattan Bank USA, National Association, Christiana
Center/OPS4, 000 Xxxxxxx Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 000000.
Credit Suisse First Boston International is regulated by The Financial Services
Authority and has entered into this transaction as principal. The time at which
the above transaction was executed will be notified to Counterparty on request.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing and returning this Confirmation.
Yours faithfully,
CREDIT SUISSE FIRST BOSTON
INTERNATIONAL
By: /S/ XXXXXX XXXXXXX XX XXXXXXXXX
Name: Xxxxxx Xxxxxxx Xx Xxxxxxxxx
Title: Attorney
Confirmed as of the date first written above:
SLM STUDENT LOAN TRUST 2002-7
By: Chase Manhattan Bank USA, National Association,
not in its individual capacity but in its capacity as
Trustee under that certain Amended and Restated
Trust Agreement dated as of November 26, 2002
by and between the Trustee and SLM Funding Corporation
By /S/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
Our Reference Number: External ID: [ ] / Risk ID: [ ]
