FOR IMMEDIATE RELEASE EXACTLY TEN YEARS AGO
on September 17, 2007
on September 17, 2007
Contact:
Janice Walker
Vice President
Corporate Communications
617.638.2047
Lee Jacobson
Vice President
Investor Relations
617-638-2065
News for Immediate Release
First Marblehead Announces Preliminary
Estimate of Up-front Fees in Upcoming
Securitization
BOSTON, MA, September 17, 2007 – The First Marblehead Corporation (NYSE: FMD) today announced its estimated up-front structural advisory fees in connection with the securitization expected to close on September 20, 2007. The securitization will be effected in two transactions involving separate purchaser trusts, The National Collegiate Student Loan Trust (NCSLT) 2007-3 and NCSLT 2007-4. NCSLT 2007-3 will issue approximately $1.464 billion in principal amount of asset-backed securities and acquire private student loans with a principal and accrued interest balance of approximately $1.02 billion. NCSLT 2007-4 will issue approximately $1.464 billion in principal amount of asset-backed securities and acquire private student loans with a principal and accrued interest balance of approximately $1.02 billion. The two transactions in the aggregate will issue approximately $2.93 billion in principal amount of asset-backed securities and acquire private student loans with a principal and accrued interest balance of approximately $2.04 billion. Ambac Assurance Corporation is expected to issue a note guaranty insurance policy in conjunction with the notes to be issued by each trust. It is a condition to the issuance of the notes that they be rated in the highest rating category of at least two rating agencies. The ratings assigned to the offered notes will be issued based on the financial guarantee rating of Ambac Assurance Corporation as the note insurer.
In connection with the transactions, each purchaser trust has filed with the Securities and Exchange Commission a preliminary prospectus supplement providing additional details regarding its issuance of asset-backed securities.
At the closing of the NCSLT 2007-3 securitization, First Marblehead expects to receive up-front structural advisory fees of approximately $88.6 million, or 8.7% of the total private student loan balance securitized. At the closing of the NCSLT 2007-4 securitization, First Marblehead expects to receive up-front structural advisory fees of approximately $88.5 million, or 8.7% of the total private student loan balance securitized. For the two transactions together, First Marblehead expects to receive approximately $177.1 million, in up-front structural advisory fees. These up-front fee estimates are preliminary and subject to change based on a number of factors, including the variance, if any, between the estimated and actual amount of private student loans purchased by the trusts at the time of closing, as well as the pricing of the debt securities to be issued, which has not yet been completed. First Marblehead expects that the up-front structural advisory fee will comprise more than 55% of total revenues for the transaction. First Marblehead will announce the discounted present value of its additional structural advisory fees and residual revenue related to the securitization at approximately the time of closing.
The loans to be securitized in the transactions were originated by several different banks under various loan programs that were structured with the assistance of First Marblehead. NCSLT 2007-3 expects that approximately 81% of the loans to be purchased by it at closing will be “Direct-to-Consumer” loans and that the remaining 19% of the loans to be purchased by it at closing will be “School Channel” loans. NCSLT 2007-4 expects that approximately 81% of the loans to be purchased by it at closing will be “Direct-to-Consumer” loans and that the remaining 19% of the loans to be purchased by it at closing will be “School Channel” loans.
About The First Marblehead Corporation. First Marblehead, a leader in creating solutions for education finance, provides outsourcing services for private, non-governmental, education lending in the United States. The Company helps meet the growing demand for private education loans by providing national and regional financial institutions and educational institutions, as well as businesses and other enterprises, with an integrated suite of design, implementation and securitization services for student loan programs tailored to meet the needs of their respective customers, students, employees and members. For more information, visit www.firstmarblehead.com.
The National Collegiate Funding LLC has filed a registration statement (including prospectuses) with the SEC for the offerings to which this communication relates. Before you invest in one or both of the offerings by the trusts, you should read the prospectus in that registration statement related to that offering and other documents that The National Collegiate Funding LLC has filed with the SEC for more complete information about The National Collegiate Funding LLC, the trusts, the securitization transactions, the student loans and the offerings. You may obtain these documents free of charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, The National Collegiate Funding LLC, any underwriter or any dealer participating in the offering will arrange to send you a prospectus if you request it by calling toll-free 1-800-831-9146.
Statements in this press release regarding the planned purchases of private student loans and the related issuances of student loan asset-backed notes, including statements regarding the size, timing, collateral pool composition and structure of the planned transactions, as well as any other statements that are not purely historical, constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our plans, estimates and expectations as of September 17, 2007. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future results, plans, estimates or expectations contemplated by us will be achieved. You are cautioned that matters subject to forward-looking statements involve known and unknown risks and uncertainties, including economic, regulatory, competitive and other factors, which may cause actual results or performance, including the actual terms of the transactions involving NCSLT 2007-3 and NCLST 2007-4, First Marblehead’s actual revenues or yields from the securitization, or the timing of events, to be materially different than those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include: investor response to the offerings of the asset-backed securities by each of NCSLT 2007-3 and NCSLT 2007-4, including the terms of the notes offered by each trust and the size and structure of the transactions; conditions in the financial markets, including the capital markets generally and the student loan asset-backed securities sector specifically; completion of the pricing of the asset-backed securities offered by each trust; any variance between the actual performance of each trust and the key assumptions we have used to estimate its total securitization revenues, including discount rates, the annual rate of student loan prepayments, interest rate trends over the term of each trust, expected credit losses from the underlying securitized loan portfolio, net of recoveries, and the expected timing of cash flows from each trust's underlying student loan assets; variance between the estimated and actual amount of private student loans available for purchase; satisfaction of closing conditions related to the purchase of private student loans and issuance of student loan asset-backed securities by each trust, and the other factors set forth under the caption "Risk Factors” in the preliminary prospectus supplements filed by The National Collegiate Funding LLC for each trust with the Securities and Exchange Commission on September 17, 2007. We disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
# # #
© 2007 First Marblehead
File ID: FWP 1 d715648.htm [public document on file with SEC at https://www.sec.gov/Archives/edgar/data/1411991/000088237707002204/d715648.htm ]
See all NCSLT 2007-4 FILINGS HERE:
https://www.sec.gov/cgi-bin/browse-edgar?CIK=0001411991&action=getcompany
Filing Detail
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Form 8-K - Current report:
SEC Accession No. 0000882377-07-002305
Filing Date
2007-10-05
Accepted
2007-10-05 16:01:27
Documents
28
Period of Report
2007-09-20
Items
Item 1.01: Entry into a Material Definitive Agreement
Item 9.01: Financial Statements and Exhibits
Item 9.01: Financial Statements and Exhibits
Mailing Address
Business Address800 BOYLSTON STREET 34TH FLOORBOSTON MA 02199-8157(800) 895-4283
NATIONAL COLLEGIATE FUNDING LLC (Filer) CIK: 0001223029 (see all company filings)
IRS No.: 000000000
Type: 8-K | Act: 34 | File No.: 333-113336 | Film No.: 071159548
SIC: 6189 Asset-Backed Securities
Assistant Director 5
Type: 8-K | Act: 34 | File No.: 333-113336 | Film No.: 071159548
SIC: 6189 Asset-Backed Securities
Assistant Director 5
$88,424,309 PAYABLE ON THE CLOSING DATE
EX-99.10 14 d719509.htm STRUCTURING ADVISORY AGREEMENT
EXHIBIT 99.10
STRUCTURING ADVISORY AGREEMENT
STRUCTURING ADVISORY AGREEMENT (the “Agreement”), dated as of September 20, 2007, between The National Collegiate Student Loan Trust 2007-4, a Delaware statutory trust (the “Trust”), and The First Marblehead Corporation (the “Advisor”).
1. Appointment. The Trust hereby appoints the Advisor, and the Advisor hereby agrees to act, as structuring advisor to the Trust in connection with the Trust’s issuance of its Student Loan Asset Backed Notes (the “Notes”) pursuant to that certain Indenture (the “Indenture”), dated as of September 1, 2007, between the Trust and U.S. Bank National Association, as Indenture Trustee, under the terms and conditions set forth herein. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture and the Trust Agreement dated as of September 20, 2007 by and among The National Collegiate Funding LLC, Wilmington Trust Company, as Owner Trustee, and The Education Resources Institute, Inc.
2. Duties of Advisor.
2.1. Consulting Services. The Advisor shall provide the Trust with the following services:
(i) Advise the Trust with respect to the structuring of the Notes and the related transactions;
(ii) Engage, coordinate and evaluate the efforts of the service providers to the Trust, including without limitation, program lenders, consumer and securitization lawyers, accountants and auditors, trustees and providers of loan servicing, collection and origination services;
(iii) Monitor the transmission of loan data between borrower, participating school, loan originator and program lender; and
(iv) Work with potential financing sources, rating agencies and financial guaranty insurers, utilizing proprietary cash flow modeling, so as to optimize the economics of securitization.
2.2. Limitations on the Advisor’s Powers. Notwithstanding anything herein to the contrary, the Advisor’s responsibilities are consultative only, and the Advisor shall have no power to take any action on behalf of the Trust, or to cause the Trust to be responsible for taking any action.
3. Compensation of Advisor. As compensation for the performance of the Advisor’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Advisor shall be entitled to a Structuring Advisory Fee payable pursuant to the priorities set forth in the Indenture and the Trust Agreement as follows:
3.1. $88,424,309 payable on the Closing Date; and
3.2. An amount payable on each Distribution Date at a rate equal to 1/12 of 0.15% of the aggregate outstanding principal balance of the Financed Student Loans owned by the Trust as of the last day of the previous calendar month (and in the case of the payment of such amount on the first Distribution Date as of the Closing Date) pursuant to the priorities set forth in the Indenture and the Trust Agreement. To the extent that any payment is not made when due, all accrued and unpaid amounts shall bear interest at a rate equal to One-Month LIBOR plus 1.50%, which will be reset in the same manner as the Applicable Index for the Class A Notes under the Indenture.
4. Liability; Indemnity. The Advisor is not and never shall be liable to any creditor of the Trust. In addition to the compensation and expenses that the Trust has agreed to pay for the services to be performed pursuant to this Agreement, the Trust agrees: (i) to indemnify and hold the Advisor (which term for the purposes of this Agreement includes its controlling persons, members, directors, officers, employees, agents and representatives) harmless against and from all losses, claims, damages or liabilities, joint or several (and all action, claims, proceeds and investigations in respect thereof), to which the Advisor may become subject in connection with its performance of the services described in this Agreement, (ii) that the Advisor will not be culpable for and will have no liability to the Trust for or with respect to any and all losses, claims, damages or liabilities, joint or several, of the Trust incurred in connection with the Advisor’s performance of the services described in this Agreement, and (iii) in each case, to reimburse the Advisor for all reasonable legal and other out-of-pocket expenses (including the cost of investigation and preparation) as and when incurred by the Advisor arising out of or in connection with any action, claim, proceeding or investigation (whether initiated or conducted by the Trust or any other party) in connection therewith, whether or not resulting in any liability (and whether or not the Advisor is a defendant in, or target of, any such action, claim, proceeding or investigation); provided, however, that the Trust shall not be liable to the Advisor pursuant to clauses (i) and (iii) above and the Trust’s exculpation of the Advisor pursuant to clause (ii) above shall not apply in any such case to the extent that any such loss, claim, damage or liability is found in a final judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the Advisor or any other indemnified person hereunder or a material breach of this Agreement, in which case any amounts paid and any expenses reimbursed under clause (iii) above shall be refunded. If for any reason the foregoing indemnification (including reimbursement pursuant to clause (iii) above) or the exculpation is unavailable to the Advisor or insufficient to hold it harmless (other than by reason of the proviso to the preceding sentence), then the Trust shall contribute to the amount paid or payable by the Advisor as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Trust on the one hand and the Advisor on the other hand but also the relative fault of the Trust and the Advisor as well as any relevant equitable considerations, provided that, in no event, will the Advisor’s aggregate contribution hereunder exceed the amount of compensation actually received by the Advisor pursuant to this Agreement. The indemnity, exculpation, reimbursement and contribution obligations of the Trust under this paragraph shall be paid pursuant to and in accordance with the priorities set forth in Section 8.02(d)(16) of the Indenture and shall be in addition to any liability which the Trust may otherwise have, shall survive any termination of this Agreement and shall be binding upon and extend to the benefit of any successors, assigns and representatives of the Trust and the Advisor.
5. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. However, neither this Agreement nor any of the rights of the parties hereunder may be transferred or assigned by either party hereto, except that (i) the Trust may assign its rights hereunder to the Indenture Trustee and (ii) the Advisor may assign its rights and obligations hereunder to any affiliated person or entity. Any attempted transfer or assignment in violation of this Section 5 shall be void.
6. Relationship of the Parties. Nothing contained in this Agreement is intended or is to be construed to constitute the Advisor and the Trust as partners or joint venturers or either party as an employee of the other party. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party. The services to be performed by the Advisor hereunder are consultation services only. The Trust shall at all times be free to accept or reject the advice rendered by the Advisor hereunder in its sole discretion.
7. Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been executed by Wilmington Trust Company, not in its individual capacity but solely in its capacity as Owner Trustee of the Trust, and in no event shall Wilmington Trust Company, in its individual capacity, or any beneficial owner of the Trust have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VIII, IX and X of the Trust Agreement.
8. Miscellaneous.
8.1. Amendment and Waivers. This Agreement may be amended or waived only by a writing signed by both parties, and then such consent shall be effective only in the specific instance and for the specific purpose for which given.
8.2. Notices. All notices and other communications provided for herein shall be dated and in writing and shall be deemed to have been duly given when delivered, if delivered personally or sent by telecopy, or when mailed, if sent by registered or certified mail, return receipt requested, postage prepaid.
(i) to the Trust at:
The National Collegiate Student Loan Trust 2007-4
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration
(ii) to the Advisor at:
The First Marblehead Corporation
The Prudential Tower
800 Boylston Street - 34th Floor
Boston, MA 02199-8157
Attention: Corporate Law Department
or at such other address as any party shall have specified by notice in writing to the others.
8.3. Effectiveness of Agreement; Entire Agreement. The terms of this Agreement shall become effective upon the issuance of the Notes. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
8.4. Section Headings. The section headings contained herein are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
8.5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
8.6. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without giving effect to conflicts of laws principles thereof (other than Section 5-1401 of the New York General Obligations Law).
8.7. Severability. Any section, clause, sentence, provision, subparagraph or paragraph of this Agreement held by a court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the section, clause, sentence, provision, subparagraph or paragraph so held to be invalid, illegal or ineffective.
8.8. No Petition. The parties hereto will not at any time institute against the Trust any bankruptcy proceeding under any United States federal or State bankruptcy or similar law in connection with any obligations of the Trust under any Transaction Document as defined in the Indenture.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Structuring Advisory Agreement as of the date first above written.
THE NATIONAL COLLEGIATE
STUDENT LOAN TRUST 2007-4
| |
By:
|
WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Owner Trustee
|
By:
|
/s/ Patricia A. Evans
|
Name:
|
Patricia A. Evans
|
Title:
|
Vice President
|
THE FIRST MARBLEHEAD CORPORATION
| |
By:
|
/s/ John A. Foxgrover
|
Name:
|
John A. Foxgrover
|
Title:
|
Senior Vice President
|
8-K
8-K 1 d720106.htm THE NATIONAL COLLEGIATE FUNDING LLC
______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) September 20, 2007
The National Collegiate Student Loan Trust 2007-4
(Exact Name of Registrant as Specified in Charter)
The National Collegiate Funding LLC
(Exact Name of Depositor and Sponsor as Specified in Charter)
Delaware
|
333-141132-04
|
92-0195957
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
800 Boylston Street, 34th Floor, Boston, MA
|
02199-8157
| |
(Address of Principal Executive Offices)
|
(Zip Code)
| |
Registrant’s telephone number, including area code (800) 895-4283
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(b) under the Exchange Act (17 CFR 240.14a-12(b))
[ ] 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))
______________________________________________________________________________
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
The National Collegiate Student Loan Trust 2007-4 (the “Trust”) was formed on September 11, 2007 pursuant to an interim trust agreement between The National Collegiate Funding LLC (“NCF”) and Wilmington Trust Company.
On September 20, 2007, the Trust issued $1,464,000,000 in principal amount of student loan asset-backed notes (the “Notes”). The Trust used $1,083,424,117 of the net proceeds from the sale of the Notes to purchase private student loans (the “Student Loans”) guaranteed by The Education Resources Institute, Inc. (“TERI”).
In connection with the issuance and sale of the Notes:
| § |
the Trust entered into an insurance and indemnity agreement, dated September 20, 2007, with The First Marblehead Corporation (“FMC”), First Marblehead Data Services, Inc., as administrator (“FMDS”), U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) and Ambac Assurance Corporation;
|
| § |
the Trust entered into an Indenture, dated as of September 1, 2007, with the Indenture Trustee;
|
| § |
NCF and FMC entered into an Underwriting Agreement, dated as of September 17, 2007, with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and UBS Securities LLC, on behalf of themselves and the other underwriter named therein; and
|
| § |
the Trust entered into an auction agreement, dated September 20, 2007, with the Indenture Trustee and The Bank of New York, as auction agent (the “Auction Agent”).
|
In addition, the following agreements were executed and delivered as of September 20, 2007 by the respective parties thereto in connection with the purchase of the Student Loans and issuance of the Notes: (a) a Deposit and Sale Agreement between NCF and the Trust; (b) a Servicer Consent Letter between the Pennsylvania Higher Education Assistance Agency and the Trust, (c) a Trust Agreement among Wilmington Trust Company, NCF and TERI; (d) an Administration Agreement among the Trust, Wilmington Trust Company, as owner trustee (the “Owner Trustee”), the Indenture Trustee, NCF and FMDS; (e) a Back-up Administration Agreement among the Trust, the Owner Trustee, the Indenture Trustee, NCF and FMDS; (f) a Structuring Advisory Agreement between the Trust and FMC, (g) a Deposit and Security Agreement among TERI, the Trust and FMDS, (h) Pool Supplements among FMC, NCF and the respective lenders originating the Student Loans and (i) broker-dealer agreements among the Auction Agent, FMDS and each of Citigroup Global Markets Inc., Goldman, Sachs & Co., UBS Securities LLC and Banc of America Securities LLC, as initial broker-dealers.
For information relating to the Student Loans and the issuance of the Notes, we refer you to the prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b) on September 19, 2007.
Section 9 -Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a)
|
Not applicable
|
(b)
|
Not applicable
|
(c)
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Not applicable
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(d)
|
Exhibits:
|
Exhibit No.
|
Description
|
1.1
|
Underwriting Agreement, dated as of September 17, 2007, among The National Collegiate Funding LLC, The First Marblehead Corporation, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and UBS Securities LLC, on behalf of themselves and the other underwriter named therein
|
4.1
|
Indenture, dated as of September 1, 2007, between The National Collegiate Student Loan Trust 2007-4 and U.S. Bank National Association, as Indenture Trustee
|
5.1
|
Opinion of Thacher Proffitt & Wood LLP (“TPW”), dated as of September 20, 2007, with respect to legality of the Notes
|
8.1
|
Opinion of TPW, dated as of September 20, 2007, regarding tax matters related to the Notes (contained in Exhibit 5.1)
|
23.1
|
Consent of TPW, dated as of September 20, 2007 (contained in Exhibit 5.1)
|
99.1
|
Insurance and Indemnity Agreement (the “Insurance Agreement”), dated September 20, 2007, among The Nation Collegiate Student Loan Trust 2007-4, The First Marblehead Corporation (“FMC”), First Marblehead Data Services, Inc., as administrator (“FMDS”), U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) and Ambac Assurance Corporation
|
99.2
|
Note Guaranty Insurance Policy, effective as of September 20, 2007, issued by Ambac pursuant to the Insurance Agreement
|
99.3
|
Auction Agreement, dated September 20, 2007, among The National Collegiate Trust 2007-4, U.S. Bank National Association, as indenture trustee, and The Bank of New York
|
99.4
|
Deposit and Sale Agreement, dated as of September 20, 2007, between The National Collegiate Student Loan Trust 2007-4 and The National Collegiate Funding LLC
|
99.5(1)+
|
Amended and Restated Private Student Loan Servicing Agreement, dated as of September 28, 2006, between the Pennsylvania Higher Education Assistance Agency and The First Marblehead Corporation
|
99.6
|
Servicer Consent Letter, dated September 20, 2007, from The First Marblehead Corporation and accepted and agreed to by the Pennsylvania Higher Education Assistance Agency and The National Collegiate Student Loan Trust 2007-4
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99.7
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Trust Agreement, dated as of September 20, 2007, among Wilmington Trust Company, The National Collegiate Funding LLC and The Education Resources Institute, Inc.
|
99.8
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Administration Agreement, dated as of September 20, 2007, among The National Collegiate Student Loan Trust 2007-4, Wilmington Trust Company, as Owner Trustee, U.S. Bank National Association, as Indenture Trustee, The National Collegiate Funding LLC and First Marblehead Data Services, Inc.
|
99.9
|
Back-up Administration Agreement, dated as of September 20, 2007, among The National Collegiate Funding LLC, The National Collegiate Student Loan Trust 2007-4, First Marblehead Data Services, Inc., Wilmington Trust Company, as Owner Trustee, and U.S. Bank National Association, as Indenture Trustee
|
99.10
|
Structuring Advisory Agreement, dated as of September 20, 2007, between The National Collegiate Student Loan Trust 2007-4 and The First Marblehead Corporation
|
99.11
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Deposit and Security Agreement, dated as of September 20, 2007, among The Education Resources Institute, Inc., The National Collegiate Student Loan Trust 2007-4 and First Marblehead Data Services, Inc.
|
99.12
|
Broker-Dealer Agreement, dated September 20, 2007, among The Bank of New York, First Marblehead Data Services and Citigroup Global Markets Inc.
|
99.13
|
Broker-Dealer Agreement, dated September 20, 2007, among The Bank of New York, First Marblehead Data Services and Goldman, Sachs & Co.
|
99.14
|
Broker-Dealer Agreement, dated September 20, 2007, among The Bank of New York, First Marblehead Data Services and UBS Securities LLC
|
99.15
|
Broker-Dealer Agreement, dated September 20, 2007, among The Bank of New York, First Marblehead Data Services and Banc of America Securities LLC
|
99.16(2)+
|
Amended and Restated Note Purchase Agreement (Education One Loan Program), dated as of May 1, 2002, between Bank One, N.A. and The First Marblehead Corporation, as amended
|
99.17(2)+
|
Note Purchase Agreement (Direct to Consumer Loan Program), dated April 1, 2006, between Bank of America, N.A. and The First Marblehead Corporation
|
99.18+
|
Note Purchase Agreement (Bank of America Private Loan Program, TERI School Channel Loan Program and ISLP Loan Program), dated June 30, 2006, between Bank of America, N.A. and The First Marblehead Corporation
|
99.19(1)+
|
Note Purchase Agreement (Astrive and astriveAlliance Loan Programs (f/k/a START)), dated as of March 25, 2004, between Charter One Bank, N.A. and The First Marblehead Corporation
|
99.20(3)+
|
Note Purchase Agreement (TERI - Guaranteed NextStudent Loan Program), dated as of May 15, 2002, between Charter One Bank, N.A. and The First Marblehead Corporation
|
99.21+
|
Note Purchase Agreement (UFSB Astrive Loan Program), dated as of March 26, 2007, between Union Federal Savings Bank and The First Marblehead Corporation
|
99.22(4)+
|
Amended and Restated Guaranty Agreement, dated May 13, 2002, between The Education Resources Institute, Inc. and Bank One, N.A.
|
99.23(2)+
|
Guaranty Agreement Direct to Consumer Loan, dated June 30, 2003, between The Education Resources Institute, Inc. and Bank of America, N.A.
|
99.24+
|
Guaranty Agreement (Bank of America Private Loan Program, TERI School Channel Loan Program and ISLP Loan Program), dated June 30, 2006, between The Education Resources Institute, Inc. and Bank of America, N.A.
|
99.25(1)+
|
Guaranty Agreement (Astrive and astriveAlliance Loan Programs (f/k/a START)), dated as of March 25, 2004, between The Education Resources Institute, Inc. and Charter One Bank, N.A.
|
99.26(3)+
|
Guaranty Agreement (NextStudent Loan Program), dated as of May 15, 2002, between The Education Resources Institute, Inc. and Charter One Bank, N.A.
|
99.27+
|
Guaranty Agreement (UFSB Astrive Loan Program), dated as of March 26, 2007, between The Education Resources Institute, Inc. and Union Federal Savings Bank
|
99.28
|
Pool Supplement, dated as of September 20, 2007, among The First Marblehead Corporation, The National Collegiate Funding LLC and JPMorgan Chase Bank, N.A., as successor by merger to Bank One, N.A.
|
99.29+
|
Pool Supplement, dated as of September 20, 2007, among The First Marblehead Corporation, The National Collegiate Funding LLC and Bank of America, N.A.
|
99.30+
|
Pool Supplement, dated as of September 20, 2007, among The First Marblehead Corporation, The National Collegiate Funding LLC and Bank of America, N.A.
|
99.31
|
Pool Supplement, dated as of September 20, 2007, among The First Marblehead Corporation, The National Collegiate Funding LLC and Charter One Bank, N.A.
|
99.32
|
Pool Supplement, dated as of September 20, 2007, among The First Marblehead Corporation, The National Collegiate Funding LLC and Union Federal Savings Bank
|
(1)
|
Previously filed as an exhibit to the current report on Form 8-K of The National Collegiate Student Loan Trust 2006-3 filed with the Securities and Exchange Commission on October 13, 2006 (File No. 333-128413-02), and incorporated herein by reference.
|
(2)
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Previously filed as an exhibit to the current report on Form 8-K of The National Collegiate Student Loan Trust 2007-1 filed with the Securities and Exchange Commission on March 14, 2007 (File No. 333-113336-06), and incorporated herein by reference.
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(3)
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Previously filed as an exhibit to the current report on Form 8-K of The National Collegiate Student Loan Trust 2006-2 filed with the Securities and Exchange Commission on July 10, 2006 (File No. 333-113336-02), and incorporated herein by reference.
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(4)
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Previously filed as an exhibit to the current report on Form 8-K of The National Collegiate Student Loan Trust 2004-1 filed with the Securities and Exchange Commission on June 25, 2004 (File No. 333-113336-01), and incorporated herein by reference.
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+Confidential treatment to be requested for certain portions of this Exhibit pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934.
SIGNATURE
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 thereunto duly authorized.
NATIONAL COLLEGIATE FUNDING LLC, as depositor for THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2007-4
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By:
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GATE HOLDINGS, INC., SOLE MEMBER
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By:
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/s/ John A. Foxgrover
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Name: John A. Foxgrover
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Title: Vice President
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Dated: October 5, 2007
EXHIBIT INDEX
Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated as of September 17, 2007, among The National Collegiate Funding LLC, The First Marblehead Corporation, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and UBS Securities LLC, on behalf of themselves and the other underwriter named therein
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4.1
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Indenture, dated as of September 1, 2007, between The National Collegiate Student Loan Trust 2007-4 and U.S. Bank National Association, as Indenture Trustee
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5.1
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Opinion of Thacher Proffitt & Wood LLP (“TPW”), dated as of September 20, 2007, with respect to legality of the Notes
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8.1
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Opinion of TPW, dated as of September 20, 2007, regarding tax matters related to the Notes (contained in Exhibit 5.1)
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23.1
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Consent of TPW, dated as of September 20, 2007 (contained in Exhibit 5.1)
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99.1
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Insurance and Indemnity Agreement (the “Insurance Agreement”), dated September 20, 2007, among The Nation Collegiate Student Loan Trust 2007-4, The First Marblehead Corporation (“FMC”), First Marblehead Data Services, Inc., as administrator (“FMDS”), U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) and Ambac Assurance Corporation
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99.2
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Note Guaranty Insurance Policy, effective as of September 20, 2007, issued by Ambac pursuant to the Insurance Agreement
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99.3
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Auction Agreement, dated September 20, 2007, among The National Collegiate Trust 2007-4, U.S. Bank National Association, as indenture trustee, and The Bank of New York
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99.4
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Deposit and Sale Agreement, dated as of September 20, 2007, between The National Collegiate Student Loan Trust 2007-4 and The National Collegiate Funding LLC
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99.5(1)+
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Amended and Restated Private Student Loan Servicing Agreement, dated as of September 28, 2006, between the Pennsylvania Higher Education Assistance Agency and The First Marblehead Corporation
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99.6
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Servicer Consent Letter, dated September 20, 2007, from The First Marblehead Corporation and accepted and agreed to by the Pennsylvania Higher Education Assistance Agency and The National Collegiate Student Loan Trust 2007-4
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99.7
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Trust Agreement, dated as of September 20, 2007, among Wilmington Trust Company, The National Collegiate Funding LLC and The Education Resources Institute, Inc.
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99.8
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Administration Agreement, dated as of September 20, 2007, among The National Collegiate Student Loan Trust 2007-4, Wilmington Trust Company, as Owner Trustee, U.S. Bank National Association, as Indenture Trustee, The National Collegiate Funding LLC and First Marblehead Data Services, Inc.
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99.9
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Back-up Administration Agreement, dated as of September 20, 2007, among The National Collegiate Funding LLC, The National Collegiate Student Loan Trust 2007-4, First Marblehead Data Services, Inc., Wilmington Trust Company, as Owner Trustee, and U.S. Bank National Association, as Indenture Trustee
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99.10
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Structuring Advisory Agreement, dated as of September 20, 2007, between The National Collegiate Student Loan Trust 2007-4 and The First Marblehead Corporation
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99.11
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Deposit and Security Agreement, dated as of September 20, 2007, among The Education Resources Institute, Inc., The National Collegiate Student Loan Trust 2007-4 and First Marblehead Data Services, Inc.
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99.12
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Broker-Dealer Agreement, dated September 20, 2007, among The Bank of New York, First Marblehead Data Services and Citigroup Global Markets Inc.
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99.13
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Broker-Dealer Agreement, dated September 20, 2007, among The Bank of New York, First Marblehead Data Services and Goldman, Sachs & Co.
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99.14
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Broker-Dealer Agreement, dated September 20, 2007, among The Bank of New York, First Marblehead Data Services and UBS Securities LLC
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99.15
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Broker-Dealer Agreement, dated September 20, 2007, among The Bank of New York, First Marblehead Data Services and Banc of America Securities LLC
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99.16(2)+
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Amended and Restated Note Purchase Agreement (Education One Loan Program), dated as of May 1, 2002, between Bank One, N.A. and The First Marblehead Corporation, as amended
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99.17(2)+
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Note Purchase Agreement (Direct to Consumer Loan Program), dated April 1, 2006, between Bank of America, N.A. and The First Marblehead Corporation
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99.18+
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Note Purchase Agreement (Bank of America Private Loan Program, TERI School Channel Loan Program and ISLP Loan Program), dated June 30, 2006, between Bank of America, N.A. and The First Marblehead Corporation
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99.19(1)+
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Note Purchase Agreement (Astrive and astriveAlliance Loan Programs (f/k/a START)), dated as of March 25, 2004, between Charter One Bank, N.A. and The First Marblehead Corporation
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99.20(3)+
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Note Purchase Agreement (TERI - Guaranteed NextStudent Loan Program), dated as of May 15, 2002, between Charter One Bank, N.A. and The First Marblehead Corporation
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99.21+
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Note Purchase Agreement (UFSB Astrive Loan Program), dated as of March 26, 2007, between Union Federal Savings Bank and The First Marblehead Corporation
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99.22(4)+
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Amended and Restated Guaranty Agreement, dated May 13, 2002, between The Education Resources Institute, Inc. and Bank One, N.A.
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99.23(2)+
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Guaranty Agreement Direct to Consumer Loan, dated June 30, 2003, between The Education Resources Institute, Inc. and Bank of America, N.A.
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99.24+
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Guaranty Agreement (Bank of America Private Loan Program, TERI School Channel Loan Program and ISLP Loan Program), dated June 30, 2006, between The Education Resources Institute, Inc. and Bank of America, N.A.
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99.25(1)+
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Guaranty Agreement (Astrive and astriveAlliance Loan Programs (f/k/a START)), dated as of March 25, 2004, between The Education Resources Institute, Inc. and Charter One Bank, N.A.
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99.26(3)+
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Guaranty Agreement (NextStudent Loan Program), dated as of May 15, 2002, between The Education Resources Institute, Inc. and Charter One Bank, N.A.
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99.27+
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Guaranty Agreement (UFSB Astrive Loan Program), dated as of March 26, 2007, between The Education Resources Institute, Inc. and Union Federal Savings Bank
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99.28
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Pool Supplement, dated as of September 20, 2007, among The First Marblehead Corporation, The National Collegiate Funding LLC and JPMorgan Chase Bank, N.A., as successor by merger to Bank One, N.A.
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99.29+
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Pool Supplement, dated as of September 20, 2007, among The First Marblehead Corporation, The National Collegiate Funding LLC and Bank of America, N.A.
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99.30+
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Pool Supplement, dated as of September 20, 2007, among The First Marblehead Corporation, The National Collegiate Funding LLC and Bank of America, N.A.
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99.31
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Pool Supplement, dated as of September 20, 2007, among The First Marblehead Corporation, The National Collegiate Funding LLC and Charter One Bank, N.A.
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99.32
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Pool Supplement, dated as of September 20, 2007, among The First Marblehead Corporation, The National Collegiate Funding LLC and Union Federal Savings Bank
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(1)
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Previously filed as an exhibit to the current report on Form 8-K of The National Collegiate Student Loan Trust 2006-3 filed with the Securities and Exchange Commission on October 13, 2006 (File No. 333-128413-02), and incorporated herein by reference.
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(2)
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Previously filed as an exhibit to the current report on Form 8-K of The National Collegiate Student Loan Trust 2007-1 filed with the Securities and Exchange Commission on March 14, 2007 (File No. 333-113336-06), and incorporated herein by reference.
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(3)
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Previously filed as an exhibit to the current report on Form 8-K of The National Collegiate Student Loan Trust 2006-2 filed with the Securities and Exchange Commission on July 10, 2006 (File No. 333-113336-02), and incorporated herein by reference.
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(4)
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Previously filed as an exhibit to the current report on Form 8-K of The National Collegiate Student Loan Trust 2004-1 filed with the Securities and Exchange Commission on June 25, 2004 (File No. 333-113336-01), and incorporated herein by reference.
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+Confidential treatment to be requested for certain portions of this Exhibit pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934.
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