Exhibit 1.2
Pricing Agreement for
Publicly Offered Notes
November 15, 2006
Credit Suisse Securities (USA)
LLC
Eleven Madison Avenue
New York, New York 10010-3629
Deutsche Bank Securities
Inc.
60 Wall Street
New York, New York 10005
Morgan Stanley & Co.
Incorporated
1585 Broadway, 10
th
Floor
New York, New York 10036
and
Wachovia Capital Markets,
LLC
301 South College Street, TW-10
Charlotte, North Carolina 28288
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 November 12,
2006 (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., Morgan
Stanley & Co. Incorporated and Wachovia Capital Markets,
LLC, as representatives of the several underwriters named in
Schedule I hereto 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
October 12, 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 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 November 1,
2006 (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 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, wi
