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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
ý | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2002 or | |
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
SLM EDUCATION CREDIT FUNDING LLC
(Exact name of registrant as specified in its charter)
Depositor of
the SLM Private Credit Student Loan Trust 2002-A and the SLM Private Credit Student Loan Trust 2003-A
| DELAWARE | 333-98169 | 04-3480392 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Numbers) | (I.R.S. employer Identification No.) |
20 HEMINGWAY DRIVE
EAST PROVIDENCE, RHODE ISLAND 02915
(Address of principal executive offices)
(401) 438-4500
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Documents are incorporated by reference into this Form 10-K: None.
State the aggregate market value of the voting stock held by non-affiliates of the Registrant: None.
This Annual Report on Form 10-K is filed in reliance upon certain no-action letters issued by the Office of Chief Counsel, Division of Corporate Finance of the Securities and Exchange Commission stating that the Division will not object if periodic reports filed by the registrant pursuant to Sections 13 and 15(d) of the Securities and Exchange Act of 1934 are filed in the manner set forth in such letters and the requests for such letters.
SLM Education Credit Funding LLC, is the depositor for 5 trusts, as of March 29, 2004. They are the SLM Private Credit Student Loan Trust 2002-A, the SLM Private Credit Student Loan Trust 2003-A, the SLM Private Credit Student Loan Trust 2003-B, the SLM Private Credit Student Loan Trust 2003-C and SLM Private Credit Student Loan Trust 2004-A (collectively, the "Trusts"). The property of the Trusts consists of pools of education loans to students and parents of students made under private loan programs which are not part of the Federal Family Education Loan Program, all funds collected in respect thereof and monies on deposit in certain trust accounts together with rights to receive payments under certain swap transactions.
On an annual basis, each trust is required to provide statements of compliance of its servicers and administrators. The Annual Statements of Compliance for the SLM Private Credit Student Loan Trust 2002-A, the SLM Private Credit Student Loan Trust 2003-A, the SLM Private Credit Student Loan Trust 2003-B, and the SLM Private Credit Student Loan Trust 2003-C are attached as Exhibit 19.1 hereto. These statements are required by
- •
- the Administration Agreements, dated as of October 1, 2002, March 6, 2003, June 18, 2003 and October 2, 2003 among Sallie Mae, Inc., as the Administrator, Sallie Mae Inc., as the Servicer, JPMorgan Chase Bank, in its capacity as Indenture Trustee, the Trust's party thereto, as the Issuer, and the Registrant, as amended or supplemented (collectively, the "Administration Agreements").
The Registrant knows of no material pending legal proceedings involving the Registrant or its property.
Item 4. Submission of Matters to a Vote of Security Holders.
Nothing to report.
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The SLM Private Credit Student Loan Trust 2002-A, the SLM Private Credit Student Loan Trust 2003-A, the SLM Private Credit Student Loan Trust 2003-B, and the SLM Private Credit Student Loan Trust 2003-C did not issue Certificates.
Item 7. Other Related Events and Information.
Nothing to report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Nothing to report.
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Item 12. Security Ownership of Certain Beneficial Owners and Management.
None.
Item 13. Certain Relationships and Related Transactions.
Nothing to Report.
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Exhibits. The following documents are filed as part of this Annual Report on Form 10-K:
| Designation | Description |
|---|---|
| Exhibit 19.1 | Annual Statements of Compliance of the Administrator and the Servicer |
Exhibit 19.2 | Annual Independent Certified Public Accountant's Report |
(b) Reports on Form 8-K. We filed eight (8) Current Report on Form 8-K with the Commission during the period covered by this report. They are:
- •
- on January 2, 2003 in connection with the December 15, 2002 Quarterly Distribution Date;
- •
- on March 24, 2003 in connection with the March 15, 2003 Quarterly Distribution Date;
- •
- on April 1, 2003 in connection with the closing of SLM Private Credit Student Loan Trust 2003-A;
- •
- on June 24, 2003 in connection with the June 15, 2003 Quarterly Distribution Date;
- •
- on July 1, 2003 in connection with the closing of SLM Private Credit Student Loan Trust 2003-B;
- •
- on September 30, 2003 in connection with the September 15, 2003 Quarterly Distribution Date;
- •
- on October 14, 2003 in connection with the closing of SLM Private Credit Student Loan Trust 2003-C; and
- •
- on December 23, 2003 in connection with the December 15, 2003 Quarterly Distribution Date.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 30, 2003 | SLM EDUCATION CREDIT FUNDING LLC | ||
By: | /s/ JOHN F. REMONDI Name: John F. Remondi Title: President | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the dates indicated.
| Signature | Title | Date | ||
|---|---|---|---|---|
| /s/ JOHN F. REMONDI John F. Remondi | President (Principal Executive Officer) and Manager | March 30, 2003 | ||
/s/ C. E. ANDREWS C. E. Andrews | Chief Financial Officer (Principal Financial Officer) and Manager | March 30, 2003 | ||
/s/ TIMOTHY FITZPATRICK Timothy Fitzpatrick | Manager | March 30, 2003 | ||
Victor A. Duva | Independent Manager | March 30, 2003 | ||
Kennith J. Uva | Independent Manager | March 30, 2003 |
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I, John F. Remondi, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of SLM Education Credit Funding LLC;
2. �� Based on my knowledge, the information in these reports, taken as a while, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedures, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.
Date: March 30, 2003
/s/ JOHN F. REMONDI
John F. Remondi
President
SLM Education Credit Funding LLC
I, C. E. Andrews, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of SLM Education Credit Funding LLC;
2. Based on my knowledge, the information in these reports, taken as a while, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedures, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.
Date: March 30, 2003
/s/ C.E. ANDREWS
C.E. Andrews
Chief Financial Officer
SLM Education Credit Funding LLC
| Exhibit Number | Exhibit | Sequentially Numbered Page | ||
|---|---|---|---|---|
| 19.1 | Annual Statements of Compliance of the Administrator and the Servicer | 9 | ||
| 19.2 | Annual Independent Certified Public Accountant's Report | 12 |
PART I.
PART II.
PART III.
PART IV.
SIGNATURES
CERTIFICATION
CERTIFICATION
INDEX TO EXHIBITS