Credit
Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629
Deutsche
Bank Securities Inc.
60 Wall Street, 19th Floor
New York, New York 10005
RBS
Securities Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
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 April 15, 2009
(the “Underwriting Agreement”), between the Company,
SLM ECFC and SLM Corporation, on the one hand, and Credit Suisse
Securities (USA) LLC, Deutsche Bank Securities Inc. and RBS
Securities Inc., 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 6, 2009 (the “Initial Trust Agreement”),
between the Company, BNY Mellon Trust of Delaware, as Delaware
Trustee (the “Delaware Trustee”) and The Bank of New
York Mellon Trust Company, 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 April 21, 2009 (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
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