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Exhibit 1.2
Pricing
Agreement
February 22,
2008
Banc of America Securities
LLC
214 North Tryon Street
NC1-027-21-04
Charlotte, North Carolina
28255
Barclays Capital Inc.
200 Park Avenue, 5th
Floor
New York, New York
10166
Deutsche Bank Securities
Inc.
60 Wall Street
New York, New York
10005
and
J.P. Morgan Securities
Inc.
270 Park Avenue, 10
th
floor
New York, New York
10017
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 19, 2008 (the “Underwriting Agreement”),
between the Company, SLM ECFC and SLM Corporation, on the one hand,
and Banc of America Securities LLC, Barclays Capital Inc., Deutsche
Bank Securities Inc. and J.P. Morgan Securities Inc., 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
December 21, 2007 (the “Initial Trust Agreement”),
between the Company, BNYM (Delaware), as Delaware Trustee (the
“Delaware Trustee”) and The Bank of New York Trust
Company, N.A., 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 28,
2008 (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, without the prior written consent of the
Representatives.
-2-
Each Underwriter represents
and agrees that:
(a) it is a person whose
ordinary activities involve it in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of its business and it has not offered or sold and will not offer
or sell the Notes other than to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or as a
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