UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 13, 2005
SLM FUNDING LLC, as the Depositor
(Exact name of registrant as specified in its charter)
SLM Student Loan Trust 2005-3, as the Issuer
| DELAWARE | 333-103545 | 57-1176559 | ||
(State or other jurisdiction of formation) | (Commission File Numbers) | (I.R.S. employer Identification No.) |
12061 Bluemont Way V 3419 Reston, VA 20190 | ||||
| (Address of principal executive offices) |
Registrant’s telephone number including area code: (703) 984-6419
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below);
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit Index appears on Page 5
| ITEM 1.01 | Entry into a Material Definitive Agreement. |
Closing of SLM Student Loan Trust 2005-3.
Effective as of April 13, 2005, SLM Funding LLC (“SLM Funding”), Chase Bank USA, National Association, not in its individual capacity but solely as eligible lender trustee (the Eligible Lender Trustee”) and Deutsche Bank Trust Company Americas, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”), executed and delivered the Amended and Restated Trust Agreement dated as of April 13, 2005 which amended and restated the Trust Agreement dated March 23, 2005 by and between SLM Funding and the Eligible Lender Trustee pursuant to which the SLM Student Loan Trust 2005-3 (the “Trust”) was formed.
On March 31, 2005, the following agreements were executed and delivered by the respective parties thereto: the Underwriting Agreement and the Pricing Agreement relating to the Student Loan-Backed Notes to issued by the Trust, among SLM Funding, SLM Education Credit Finance Corporation (“ECFC”), SLM Corporation, Bank of America Securities LLC and Goldman, Sachs & Co. on behalf of the Underwriters named in Schedule I to the Pricing Agreement (the “Underwriters”).
In connection with the foregoing, the following agreements were executed and delivered by the respective parties thereto: (a) the Purchase Agreement, dated as of April 13, 2005, by and among SLM Funding, Chase Bank USA, National Association, not in its individual capacity but solely as interim eligible lender trustee for SLM Funding (the “SLM Funding Interim Eligible Lender Trustee”) and ECFC; (b) the Purchase Agreement, dated as of April 13, 2005, by and among VG Funding (“VG Funding”), Chase Bank USA, National Association, not in its individual capacity but solely as interim eligible lender trustee for VG Funding (the “VG Funding Interim Eligible Lender Trustee”), SLM Funding and the SLM Funding Interim Eligible Lender Trustee; (c) the Interim Trust Agreement, dated as of April 1, 2005, by and between SLM Funding and the SLM Funding Interim Eligible Lender Trustee; (d) the Interim Trust Agreement, dated as of April 1, 2005, by and between VG Funding and the VG Funding Interim Eligible Lender Trustee; (e) the Indenture, dated as of April 1, 2005, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee; (f) the Sale Agreement, dated as of April 13, 2005, by and among the Trust, the Eligible Lender Trustee, SLM Funding and the SLM Funding Interim Eligible Lender Trustee; (g) the Administration Agreement, dated as of April 13, 2005, by and among the Trust, Sallie Mae, Inc., in its capacity as administrator (the “Administrator”), the Eligible Lender Trustee, Sallie Mae, Inc., in its capacity as the servicer, (the “Servicer”), SLM Funding and the Indenture Trustee; and (h) the Servicing Agreement, dated as of April 13, 2005, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.
On April 13, 2005, the Trust issued $1,532,396,000 of its registered Student Loan-Backed Notes.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The Trust used the net proceeds of these notes to purchase $1,501,940,389.26 of student loans originated under the Federal Family Education Loan Program.
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| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (c) | Exhibits |
| 1.1 | Underwriting Agreement relating to the Student Loan-Backed Notes, dated March 31, 2005, by and among SLM Funding, ECFC, SLM Corporation and the Underwriters. | |
| 1.2 | Pricing Agreement relating to the Student Loan-Backed Notes, dated March 31, 2005, by and among SLM Funding, ECFC, SLM Corporation and the Underwriters. | |
| 4.1 | Amended and Restated Trust Agreement, dated as of April 13, 2005, by and among SLM Funding, the Eligible Lender Trustee and the Indenture Trustee. | |
| 4.2 | Interim Trust Agreement, dated as of April 1, 2005, by and between SLM Funding and the SLM Funding Interim Eligible Lender Trustee. | |
| 4.3 | Interim Trust Agreement, dated as of April 1, 2005, by and between VG Funding and the VG Funding Interim Eligible Lender Trustee. | |
| 4.4 | Indenture, dated as of April 1, 2005, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee. | |
| 99.1 | Purchase Agreement, dated as of April 13, 2005, by and among SLM Funding, the SLM Funding Interim Eligible Lender Trustee and ECFC. | |
| 99.2 | Purchase Agreement, dated as of April 13, 2005, by and among VG Funding, SLM Funding, the VG Funding Interim Eligible Lender Trustee and the SLM Funding Interim Eligible Lender Trustee. | |
| 99.3 | Sale Agreement, dated as of April 13, 2005, by and among SLM Funding, the SLM Funding Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust. | |
| 99.4 | Administration Agreement, dated as of April 13, 2005, by and among the Trust, the Administrator, SLM Funding, the Eligible Lender Trustee, the Servicer and the Indenture Trustee. | |
| 99.5 | Servicing Agreement, dated as of April 13, 2005, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 15, 2005 | SLM FUNDING LLC | |||||||
| By: | /s/ MARK L. HELEEN | |||||||
Name: Mark L. Heleen | ||||||||
Title: VICE PRESIDENT | ||||||||
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INDEX TO EXHIBIT
| Exhibit Number | Exhibit | |
| 1.1 | Underwriting Agreement relating to the Student Loan-Backed Notes, dated March 31, 2005, by and among SLM Funding, ECFC, SLM Corporation and the Underwriters. | |
| 1.2 | Pricing Agreement relating to the Student Loan-Backed Notes, dated March 31, 2005, by and among SLM Funding, ECFC, SLM Corporation and the Underwriters. | |
| 4.1 | Amended and Restated Trust Agreement, dated as of April 13, 2005, by and among SLM Funding, the Eligible Lender Trustee and the Indenture Trustee. | |
| 4.2 | Interim Trust Agreement, dated as of April 1, 2005, by and between SLM Funding and the SLM Funding Interim Eligible Lender Trustee. | |
| 4.3 | Interim Trust Agreement, dated as of April 1, 2005, by and between VG Funding and the VG Funding Interim Eligible Lender Trustee. | |
| 4.4 | Indenture, dated as of April 1, 2005, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee. | |
| 99.1 | Purchase Agreement, dated as of April 13, 2005, by and among SLM Funding, the SLM Funding Interim Eligible Lender Trustee and ECFC. | |
| 99.2 | Purchase Agreement, dated as of April 13, 2005, by and among VG Funding, SLM Funding, the VG Eligible Lender Trustee and the SLM Funding Interim Eligible Lender Trustee. | |
| 99.3 | Sale Agreement, dated as of April 13, 2005, by and among SLM Funding, the SLM Funding Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust. | |
| 99.4 | Administration Agreement, dated as of April 13, 2005, by and among the Trust, the Administrator, SLM Funding, the Eligible Lender Trustee, the Servicer and the Indenture Trustee. | |
| 99.5 | Servicing Agreement, dated as of April 13, 2005, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee. | |
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