Exhibit 1.2
Pricing
Agreement
February 14,
2007
Barclays Capital
Inc.
200 Park Avenue, 5th Floor
New York, New York 10166
Credit Suisse Securities (USA)
LLC
Eleven Madison Avenue
New York, New York 10010-3629
and
Morgan Stanley & Co.
Incorporated
1585 Broadway,
10 th
Floor
New York, New York 10036
as Representatives of the
Underwriters named in Schedule I hereto
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 February 14,
2007 (the “Underwriting Agreement”), between the
Company, SLM ECFC and SLM Corporation, on the one hand, and
Barclays Capital Inc., Credit Suisse Securities (USA) LLC and
Morgan Stanley & Co. Incorporated, as representatives of
the Underwriters with respect to the Designated Securities in
Schedule I 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
January 2, 2007 (the “Initial Trust Agreement”),
between the Company, The Bank of New York (Delaware), as Delaware
Trustee (the “Delaware Trustee”) 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 Delaware Trustee, the Eligible Lender Trustee and
the Indenture Trustee (defined below) and (ii) will issue and
sell to the Underwriters named in Schedule I hereto (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 February 22,
2007 (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 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 Representatives designated to
act on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 13 of the Underwriting
Agreement and the address 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 Deliver
