<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K
FORM 8-K FILING FOR OCTOBER 1996
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------
Date of Report: October 30, 1996
NELLIE MAE EDUCATION FUNDING,LLC
(Exact name of registrant as specified in its charter)
(Depositor of the Nellie Mae Education Loan Trust)
333-4418
--------
(Commission
File Number)
Delaware 04-3318763
-------- ----------
(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
50 Braintree Hill Park - Suite 300
Braintree, Massachusetts 02184
------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 849-1325
N/A
-------------------------------------------------------
(Former name or former address, if changed since last report.)
Page 1 of 6
<PAGE> 2
ITEM 5. OTHER EVENTS.
- ------- -------------
On October 15, 1996, the Nellie Mae Education Loan Trust (the "Trust) made
its regular, monthly distribution of funds to holders of the Trust's 1996 Libor
Rate Asset-Backed Class A-1 and Class A-2 Notes (the "1996 Notes") and its 1996
Libor Rate Asset-Backed Certificates (the "1996 Certificates"). The October 1996
Monthly Statement which was distributed to State Street Bank and Trust as
indenture trustee for distribution to Noteholders and to Fleet National Bank as
owner trustee for distribution to Certificateholders is filed herewith as an
Exhibit to this Form 8-K.
In reliance upon certain no-action letters, including but not limited to
letters to (i) the SMS Student Loan Trust 1994-A available to the public on
March 1, 1995; (ii) Banc One Student Loan Trust available to the public on March
1, 1995; (iii) Chase Manhattan Bank Guaranteed Export Trust 1994-A available to
the public on June, 1 1994, the Registrant is hereby filing the October 1996
Monthly Statement reflecting the Trust's activities for the period ending
October 15, 1996, including a statistical summary of the delinquency and default
characteristics of the Trust's student loan portfolio. On August 9, 1996, the
Registrant requested that the Chief Counsel, Division of Corporation Finance of
the Securities and Exchange Commission issue a no-action letter relating to the
Nellie Mae Education Loan Trust.
In addition, during the Interest Period ending on October 14, 1996 the
Nellie Mae Education Loan Trust purchased additional student loans from amounts
on deposit in the 1996-A Pre-Funding Subaccount. On September 25, 1996, Nellie
Mae Education Loan Trust purchased additional student loans for a purchase price
of $9,852,135.39 and on October 7, 1996 Nellie Mae Education Loan Trust
purchased additional student loans for a purchase price of $8,586,103.88. In
connection with these two subsequent purchases of student loans, the following
documents were executed and delivered by the respective parties thereto:
1. Fourth Supplemental Purchase Agreement dated as of September 25, 1996
between Nellie Mae, Inc. and Nellie Mae Education Funding, LLC.
2. Fourth Supplemental Sales Agreement dated as of September 25, 1996
between Nellie Mae Education Funding, LLC and Nellie Mae Education
Loan Trust.
3. Fifth Supplemental Purchase Agreement dated as of October 7, 1996
between Nellie Mae, Inc. and Nellie Mae Education Funding, LLC.
4. Fifth Supplemental Sales Agreement dated as of October 7, 1996 between
Nellie Mae Education Funding, LLC and Nellie Mae Education Loan Trust.
Page 2 of 6
<PAGE> 3
<TABLE>
The interest rates for the Interest Period commencing October 15, 1996 are
as follows:
<CAPTION>
1996 Securities Interest Rate
--------------- -------------
<S> <C>
Class A-1 Notes 5.55281%
Class A-2 Notes 5.84281%
Certificates 6.20781%
</TABLE>
In addition, as of October 15, 1996, the amount remaining in the 1996-A
Subaccount of the Pre-Funding Account was $22,000,330.87. During the Interest
Period ending October 14, 1996, the amount of investment earnings on the balance
in the Pre-Funding Account was $134,798.90.
The balance in the Debt Service Reserve Fund on October 15, 1996 was
$2,249,044.80, after giving effect to changes therein on such date.
During the Interest Period ending October 14, 1996, there were $1,206.70 in
realized losses and no interest was deferred with respect to the 1996 Notes or
the 1996 Certificates.
During the Interest Period ending October 14, 1996, the amount of the
Servicing Fee billed to and set aside for payment to the Servicer was $65,000.00
and the amount of the Administration Fee paid to the Administrator was $31,327.
ITEM 7. EXHIBITS.
- ------- ---------
99.14 Fourth Supplemental Purchase Agreement dated as of September 25, 1996.
99.15 Fourth Supplemental Sales Agreement dated as of September 25, 1996.
99.16 Fifth Supplemental Purchase Agreement dated as of October 7, 1996.
99.17 Fifth Supplemental Sales Agreement dated as of October 7, 1996.
99.18 October 1996 Monthly Statement to Noteholders and Certificateholders.
Page 3 of 6
<PAGE> 4
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.
Date: October 30, 1996
NELLIE MAE EDUCATION FUNDING, LLC
/s/ John F. Remondi
----------------------------------
John F. Remondi
Chief Financial Officer
Page 4 of 6
<PAGE> 5
EXHIBIT INDEX
Exhibit
- -------
(4.1)* Master Trust Indenture dated as of June 1, 1996
between Nellie Mae Education Loan Trust and
State Street Bank and Trust Company, as
Indenture Trustee.
(4.2)* First Terms Supplement to the Master
Trust Indenture.
(4.3)* Trust Agreement dated as of June 1, 1996
between Nellie Mae Education Funding, LLC
and Fleet National Bank as Owner Trustee.
(4.4)* First Trust Supplement to the Trust Agreement.
(99.1)* Master Terms Purchase Agreement dated as of
June 1, 1996 between Nellie Mae, Inc. and
Nellie Mae Funding, LLC.
(99.2)* First Supplemental Purchase Agreement dated
as of July 12, 1996.
(99.3)* Master Terms Sales Agreement dated as of
June 1, 1996 between Nellie Mae Education
Funding, LLC and Nellie Mae Education Loan
Trust.
(99.4)* First Supplemental Sales Agreement dated
as of July 12, 1996.
(99.5)* Administration Agreement dated as of
June 1, 1996 among Nellie Mae, Inc.,
State Street Bank and Trust Company,
Fleet National Bank and Nellie Mae Education
Loan Trust.
(99.6)* Second Supplemental Purchase Agreement dated
as of July 12, 1996.
Page 5 of 6
<PAGE> 6
(99.7)* Second Supplemental Sales Agreement dated
as of July 12, 1996.
(99.8)* Third Supplemental Purchase Agreement dated
as of July 15, 1996.
(99.9)* Third Supplemental Sales Agreement dated
as of July 15, 1996.
(99.10)* August 1996 Monthly Statement to Noteholders
and Certificateholders
(99.11)* Amendment No. 1 to the Third Supplemental Purchase
Agreement dated as of August 30, 1996.
(99.12)* Amendment No. 1 to the Third Supplemental Sales
Agreement dated as of August 30, 1996.
(99.13)* September 1996 Monthly Statement to Noteholders and
Certificateholders
(99.14)+ Fourth Supplemental Purchase Agreement dated
as of September 25, 1996.
(99.15)+ Fourth Supplemental Sales Agreement dated
as of September 25, 1996.
(99.16)+ Fifth Supplemental Purchase Agreement dated
as of October 7, 1996.
(99.17)+ Fifth Supplemental Sales Agreement dated
as of October 7, 1996.
(99.18)+ October 1996 Monthly Statement to Noteholders and
Certificateholders.
- ----------
* Previously filed.
+ Filed herewith.
Page 6 of 6
<PAGE> 1
EXHIBIT 99.14
FOURTH SUPPLEMENTAL PURCHASE AGREEMENT
Dated as of September 25, 1996
Nellie Mae, Inc. ("Nellie Mae") hereby offers for sale to Nellie Mae
Education Funding, LLC ("Funding") the entire right, title and interest of
Nellie Mae in the Student Loans described in the Bill of Sale and Student Loan
Transmittal Summary Form incorporated herein and, to the extent indicated below,
Funding accepts Nellie Mae's offer. In order to qualify as Qualified Loans, no
payment of principal or interest shall be more than sixty (60) days Delinquent
as of the Cutoff Date which date shall be September 25, 1996. Notwithstanding
the foregoing, to the extent Nellie Mae is deemed to retain any right, title or
interest in the Student Loans, Nellie Mae grants to Funding a security interest
therein.
TERMS, CONDITIONS AND COVENANTS
-------------------------------
In consideration of the Purchase Price, Nellie Mae hereby sells, transfer,
convey and assign to Funding the entire right, title and interest of Nellie Mae
in the Student Loans accepted for purchase, subject to all the terms and
conditions of the Master Terms Purchase Agreement ("Master Terms Agreement") and
any amendments thereto, incorporated herein by reference, among Nellie Mae and
Funding. The Purchase Price of the Student Loans shall equal $9,852,135.39.
This document shall constitute a Purchase Agreement as referred in the
Master Terms Agreement and, except as modified herein, each term used herein
shall have the same meaning as in the Master Terms Agreement. All references in
the Master Terms Agreement to Student Loans or Qualified Loans shall be deemed
to refer to the Student Loans governed by this Purchase Agreement. Nellie Mae
hereby makes, as of the date hereof, all the representations and warranties
contained in the Master Terms Agreement and makes such representations and
warranties with respect to the Student Loans governed by this Purchase
Agreement.
Nellie Mae authorizes Funding to use a copy of the Bill of Sale, including
the Student Loan Transmittal Summary Form attached to the Bill of Sale, as
official notification to any Guarantor of assignment on the date of purchase.
The parties hereto intend that the transfer of Student Loans described in
the Bill of Sale and Student Loan Transmittal Summary Form be, and be construed
as, a valid sale of such Student Loans from Nellie Mae to Funding. However, in
the event that notwithstanding the intention of the parties, such transfer is
deemed to be a transfer for security, then Nellie Mae hereby grants Funding a
first priority security interest in and to all Student Loans described in the
Bill of Sale and Student Loan Transmittal Summary Form to secure a loan in an
amount equal to the Purchase Price of such loans.
NELLIE MAE, INC. NELLIE MAE EDUCATION FUNDING, LLC
(SELLER) (PURCHASER)
By: /s/ John F. Remondi By: /s/ Lawrence W. O'Toole
-------------------------- ------------------------------
Name: John F. Remondi Name: Lawrence W. O'Toole
Title: Treasurer Title: President
<PAGE> 2
FOURTH SUPPLEMENTAL PURCHASE AGREEMENT
BLANKET ENDORSEMENT DATED SEPTEMBER 25, 1996
Nellie Mae, Inc. ("Nellie Mae"), by execution of this instrument, hereby
endorses the attached promissory note which is one (1) of the promissory notes
("the Notes") described in the Bill of Sale executed by Nellie Mae in favor of
Nellie Mae Education Funding, LLC ("Funding"). This endorsement is in blank,
unrestricted form and without recourse except as provided in Section 6 of the
Master Terms Purchase Agreement referred to in the Purchase Agreement among
Nellie Mae and Funding which covers this promissory note.
This endorsement may be effected by attaching this instrument to each or
any of the Notes.
Notwithstanding the foregoing, Nellie Mae agrees to individually endorse
each Note in the form provided by Funding as Funding may from time to time
require or if such individual endorsement is required by any Guarantor of the
Note.
THE SALE AND PURCHASE OF THE STUDENT LOANS SHALL BE SUBJECT TO THE TERMS,
CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE
PURCHASE AGREEMENT. BY EXECUTION HEREOF, NELLIE MAE ACKNOWLEDGES THAT NELLIE MAE
HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND
COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED
UPON FUNDING'S PAYMENT TO NELLIE MAE OF THE PURCHASE PRICE AND, UNLESS OTHERWISE
AGREED BY NELLIE MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE BILL
OF SALE.
SELLER PURCHASER
- ----------------------------- ----------------------------------
Nellie Mae, Inc. Nellie Mae Education Funding, LLC
50 Braintree Hill Park
Suite 300
Braintree, Massachusetts 02184
By: /s/ John F. Remondi By: /s/ Lawrence W. O'Toole
--------------------------- -----------------------------
Name: John F. Remondi Name: Lawrence W. O'Toole
Title: Treasurer Title: President
Date of Purchase: September 25, 1996
- 1 -
<PAGE> 3
BILL OF SALE DATED SEPTEMBER 25, 1996
The undersigned ("Nellie Mae"), for value received and pursuant to the
terms and conditions of the Fourth Supplemental Purchase Agreement ("Purchase
Agreement") between Nellie Mae Education Funding, LLC ("Funding") and Nellie
Mae, does hereby sell, assign, transfer and convey to Funding and its assignees
all right, title and interest of Nellie Mae in the Student Loans identified
herein which Funding has accepted for purchase. A summary of the portfolio
accepted for purchase by Funding and the individual Borrower accounts are listed
on SCHEDULE A attached hereto.
Nellie Mae hereby makes the representations and warranties set forth in
Section 5 of the Master Terms Purchase Agreement incorporated by reference in
the Purchase Agreement. Nellie Mae authorizes Funding to use a copy of this
document as official notification to any Guarantor of assignment to Funding of
the Student Loans on the date of purchase.
SELLER PURCHASER
- ----------------------------- -------------------------------------
Nellie Mae, Inc. Nellie Mae Education Funding, LLC
50 Braintree Hill Park
Suite 300
Braintree, Massachusetts 02184
By: /s/ John F. Remondi By: /s/ Lawrence W. O'Toole
--------------------------- ------------------------------------
Name: John F. Remondi Name: Lawrence W. O'Toole
Title: Treasurer Title: President
Date of Purchase: September 25, 1996
- 2 -
<PAGE> 4
<TABLE>
FOURTH SUPPLEMENTAL PURCHASE AGREEMENT
Schedule A
----------
<CAPTION>
Number of Principal Interest
Sale # Loans Balance Balance Purchase Price
--------- --------- -------- --------------
<S> <C> <C> <C> <C>
4 1762 $10,499,302.50 $89,061.04 $9,852,135.39
</TABLE>
- 3 -
<PAGE> 1
EXHIBIT 99.15
FOURTH SUPPLEMENTAL SALES AGREEMENT
Dated as of September 25, 1996
Nellie Mae Education Funding, LLC ("Seller") hereby offers for sale to the
Fleet National Bank, as Owner Trustee for the benefit of Nellie Mae Education
Loan Trust (the "Trust" or the "Purchaser") under the Trust Agreement dated as
of June 1, 1996 between Seller and the Owner Trustee, the entire right, title
and interest of Seller in the Student Loans described in the Bill of Sale and
Student Loan Transmittal Summary Form incorporated herein and, to the extent
indicated below, the Owner Trustee for the benefit of the Trust accepts Seller's
offer. In order to qualify as Qualified Loans, no payment of principal or
interest shall be more than sixty (60) days Delinquent as of the Cutoff Date
which date shall be September 25, 1996. Notwithstanding the foregoing, to the
extent the Seller is deemed to retain any right, title or interest in the
Student Loans, the Seller grants to the Owner Trustee for the benefit of the
Trust a security interest therein.
TERMS, CONDITIONS AND COVENANTS
-------------------------------
In consideration of the Purchase Price, Seller hereby sells to the Owner
Trustee for the benefit of the Trust the entire right, title and interest of
Seller in the Student Loans accepted for purchase, subject to all the terms and
conditions of the Master Terms Sales Agreement ("Master Sales Agreement") and
any amendments thereto, incorporated herein by reference, among Seller, the
Trust and the Owner Trustee. The Purchase Price of the Students Loans shall
equal $9,852,135.29.
This document shall constitute a Sales Agreement as referred to in the
Master Sales Agreement and, except as modified herein, each term used herein
shall have the same meaning as in the Master Sales Agreement. All references in
the Master Sales Agreement to Student Loans or Qualified Loans shall be deemed
to refer to the Students Loans governed by this Sales Agreement. Seller hereby
makes, as of the date hereof, all the representations and warranties contained
in the Master Sales Agreement and makes such representations and warranties with
respect to the Student Loans governed by this Sales Agreement.
Seller authorizes the Owner Trustee for the benefit of the Trust to use a
copy of the Bill of Sale, including the Student Loan Transmittal Summary Form
attached to the Bill of Sale, as official notification to any Guarantor of
assignment to the Owner Trustee on behalf of the Trust of the Student Loans on
the date of purchase.
The parties hereto intend that the transfer of Student Loans described in
the Bill of Sale and Student Loan Transmittal Summary Form be, and be construed
as, a valid sale of such Student Loans from Seller to the Owner Trustee for the
benefit of the Trust. However, in the event that notwithstanding the intention
of the parties, such transfer is deemed to be a transfer for security, then
Seller hereby grants to the Owner Trustee for the benefit of the Trust a first
priority security interest in and to all Student Loans described in the Bill of
Sale and Student Loan Transmittal Summary Form to secure a loan in an amount
equal to the Purchase Price of such loans.
<PAGE> 2
<TABLE>
IN WITNESS WHEREOF, the parties set their respective signatures below as of
this 25th day of September, 1996.
NELLIE MAE EDUCATION FUNDING, LLC NELLIE MAE EDUCATION LOAN TRUST
(SELLER) PURCHASER)
<S> <C>
By: Fleet National Bank, not in its individual
capacity but solely as Owner Trustee
By: /s/ Lawrence W. O'Toole By: /s/ Shawn P. George
------------------------------ -----------------------------------
Name: Lawrence W. O'Toole Name: Shawn P. George
Title: President Title: Trust Officer
FLEET NATIONAL BANK,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Shawn P. George
-----------------------------------
Name: Shawn P. George
Title: Trust Officer
</TABLE>
<PAGE> 3
FOURTH SUPPLEMENTAL SALES AGREEMENT
BLANKET ENDORSEMENT DATED SEPTEMBER 25, 1996
Nellie Mae Education Funding, LLC ("Seller"), by execution of this
instrument, hereby endorses the attached promissory note which is one (1) of the
promissory notes ("the Notes") described in the Bill of Sale executed by Seller
in favor of the Fleet National Bank as the Owner Trustee for the benefit of
Nellie Mae Education Loan Trust ("Purchaser"). This endorsement is in blank,
unrestricted form and without recourse except as provided in Section 6 of the
Master Terms Sales Agreement referred to in the Sales Agreement among Seller,
Purchaser, and the Owner Trustee which covers this promissory note.
This endorsement may be effected by attaching this instrument to each or
any of the Notes.
Notwithstanding the foregoing, Seller agrees to individually endorse each
Note in the form provided by Purchaser as Purchaser may from time to time
require or if such individual endorsement is required by any Guarantor of the
Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE SALES
AGREEMENT. BY EXECUTION HEREOF, SELLER ACKNOWLEDGES THAT SELLER HAS READ,
UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE
SALE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S
PAYMENT TO SELLER OF THE PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY SELLER
AND PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE BILL OF SALE.
<TABLE>
<S> <C>
SELLER PURCHASER
- ---------------------------------- ------------------------------------------
Nellie Mae Education Funding, LLC Fleet National Bank, not in its individual
50 Braintree Hill Park capacity but solely as Owner Trustee
Suite 300
Braintree, Massachusetts 02184
By: /s/ Lawrence W. O'Toole By: /s/ Shawn P. George
------------------------------ -----------------------------
Name: Lawrence W. O'Toole Name: Shawn P. George
Title: President Title: Trust Officer
</TABLE>
Date of Purchase: September 25, 1996
- 1 -
<PAGE> 4
BILL OF SALE DATED SEPTEMBER 25, 1996
The undersigned ("Seller"), for value received and pursuant to the terms
and conditions of Fourth Supplemental Sales Agreement ("Sales Agreement") among
Nellie Mae Education Loan Trust ("Purchaser"), and Fleet National Bank, as Owner
Trustee for the benefit of Purchaser under the Trust Agreement dated as of June
1, 1996 between Purchaser and the Owner Trustee, does hereby sell, assign,
transfer and convey to the Owner Trustee for the benefit of Purchaser and its
assignees all right, title and interest of Seller, in the Student Loans
identified herein which the Owner Trustee for the benefit of Purchaser has
accepted for purchase. A summary of the portfolio accepted for purchase by the
Owner Trustee for the benefit of Purchaser and the individual Borrower accounts
are listed on SCHEDULE A attached hereto.
Seller hereby makes the representations and warranties set forth in Section
5 of the Master Terms Sales Agreement incorporated by reference in the Sales
Agreement. Seller authorizes the Owner Trustee on behalf of Purchaser to use a
copy of this document as official notification to any Guarantor of assignment to
the Owner Trustee for the benefit of Purchaser of the Loans on the date of
purchase.
<TABLE>
<S> <C>
SELLER PURCHASER
- ---------------------------------- -------------------------------------------
Nellie Mae Education Funding, LLC Fleet National Bank, not in its individual
50 Braintree Hill Park capacity but solely as Owner Trustee
Suite 300
Braintree, Massachusetts 02184
By: /s/ Lawrence W. O'Toole By: /s/ Shawn P. George
------------------------------ -----------------------------
Name: Lawrence W. O'Toole Name: Shawn P. George
Title: President Title: Trust Officer
</TABLE>
Date of Purchase: September 25, 1996
- 2 -
<PAGE> 5
<TABLE>
FOURTH SUPPLEMENTAL SALES AGREEMENT
Schedule A
----------
<CAPTION>
Number of Principal Interest
Sale # Loans Balance Balance Purchase Price
--------- --------- -------- --------------
<S> <C> <C> <C> <C>
4 1762 $10,499,302.50 $89,061.04 $9,852,135.39
</TABLE>
- 3 -
<PAGE> 1
EXHIBIT 99.16
FIFTH SUPPLEMENTAL PURCHASE AGREEMENT
Dated as of October 7, 1996
Nellie Mae, Inc. ("Nellie Mae") hereby offers for sale to Nellie Mae
Education Funding, LLC ("Funding") the entire right, title and interest of
Nellie Mae in the Student Loans described in the Bill of Sale and Student Loan
Transmittal Summary Form incorporated herein and, to the extent indicated below,
Funding accepts Nellie Mae's offer. In order to qualify as Qualified Loans, no
payment of principal or interest shall be more than sixty (60) days Delinquent
as of the Cutoff Date which date shall be October 7, 1996. Notwithstanding the
foregoing, to the extent Nellie Mae is deemed to retain any right, title or
interest in the Student Loans, Nellie Mae grants to Funding a security interest
therein.
TERMS, CONDITIONS AND COVENANTS
-------------------------------
In consideration of the Purchase Price, Nellie Mae hereby sells, transfer,
convey and assign to Funding the entire right, title and interest of Nellie Mae
in the Student Loans accepted for purchase, subject to all the terms and
conditions of the Master Terms Purchase Agreement ("Master Terms Agreement") and
any amendments thereto, incorporated herein by reference, among Nellie Mae and
Funding. The Purchase Price of the Student Loans shall equal $8,586,103.88.
This document shall constitute a Purchase Agreement as referred in the
Master Terms Agreement and, except as modified herein, each term used herein
shall have the same meaning as in the Master Terms Agreement. All references in
the Master Terms Agreement to Student Loans or Qualified Loans shall be deemed
to refer to the Student Loans governed by this Purchase Agreement. Nellie Mae
hereby makes, as of the date hereof, all the representations and warranties
contained in the Master Terms Agreement and makes such representations and
warranties with respect to the Student Loans governed by this Purchase
Agreement.
Nellie Mae authorizes Funding to use a copy of the Bill of Sale, including
the Student Loan Transmittal Summary Form attached to the Bill of Sale, as
official notification to any Guarantor of assignment on the date of purchase.
The parties hereto intend that the transfer of Student Loans described in
the Bill of Sale and Student Loan Transmittal Summary Form be, and be construed
as, a valid sale of such Student Loans from Nellie Mae to Funding. However, in
the event that notwithstanding the intention of the parties, such transfer is
deemed to be a transfer for security, then Nellie Mae hereby grants Funding a
first priority security interest in and to all Student Loans described in the
Bill of Sale and Student Loan Transmittal Summary Form to secure a loan in an
amount equal to the Purchase Price of such loans.
NELLIE MAE, INC. NELLIE MAE EDUCATION FUNDING, LLC
(SELLER) (PURCHASER)
By: /s/ John F. Remondi By: /s/ Lawrence W. O'Toole
------------------------------- ----------------------------
Name: John F. Remondi Name: Lawrence W. O'Toole
Title: Treasurer Title: President
<PAGE> 2
FIFTH SUPPLEMENTAL PURCHASE AGREEMENT
BLANKET ENDORSEMENT DATED OCTOBER 7, 1996
Nellie Mae, Inc. ("Nellie Mae"), by execution of this instrument, hereby
endorses the attached promissory note which is one (1) of the promissory notes
("the Notes") described in the Bill of Sale executed by Nellie Mae in favor of
Nellie Mae Education Funding, LLC ("Funding"). This endorsement is in blank,
unrestricted form and without recourse except as provided in Section 6 of the
Master Terms Purchase Agreement referred to in the Purchase Agreement among
Nellie Mae and Funding which covers this promissory note.
This endorsement may be effected by attaching this instrument to each or
any of the Notes.
Notwithstanding the foregoing, Nellie Mae agrees to individually endorse
each Note in the form provided by Funding as Funding may from time to time
require or if such individual endorsement is required by any Guarantor of the
Note.
THE SALE AND PURCHASE OF THE STUDENT LOANS SHALL BE SUBJECT TO THE TERMS,
CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE
PURCHASE AGREEMENT. BY EXECUTION HEREOF, NELLIE MAE ACKNOWLEDGES THAT NELLIE MAE
HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND
COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED
UPON FUNDING'S PAYMENT TO NELLIE MAE OF THE PURCHASE PRICE AND, UNLESS OTHERWISE
AGREED BY NELLIE MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE BILL
OF SALE.
SELLER PURCHASER
- ----------------------------- -----------------------------------
Nellie Mae, Inc. Nellie Mae Education Funding, LLC
50 Braintree Hill Park
Suite 300
Braintree, Massachusetts 02184
By: /s/ John F. Remondi By: /s/ Lawrence W. O'Toole
-------------------------- ------------------------------
Name: John F. Remondi Name: Lawrence W. O'Toole
Title: Treasurer Title: President
Date of Purchase: October 7, 1996
- 1 -
<PAGE> 3
BILL OF SALE DATED OCTOBER 7, 1996
The undersigned ("Nellie Mae"), for value received and pursuant to the
terms and conditions of the Fifth Supplemental Purchase Agreement ("Purchase
Agreement") between Nellie Mae Education Funding, LLC ("Funding") and Nellie
Mae, does hereby sell, assign, transfer and convey to Funding and its assignees
all right, title and interest of Nellie Mae in the Student Loans identified
herein which Funding has accepted for purchase. A summary of the portfolio
accepted for purchase by Funding and the individual Borrower accounts are listed
on SCHEDULE A attached hereto.
Nellie Mae hereby makes the representations and warranties set forth in
Section 5 of the Master Terms Purchase Agreement incorporated by reference in
the Purchase Agreement. Nellie Mae authorizes Funding to use a copy of this
document as official notification to any Guarantor of assignment to Funding of
the Student Loans on the date of purchase.
SELLER PURCHASER
- ----------------------------- -----------------------------------
Nellie Mae, Inc. Nellie Mae Education Funding, LLC
50 Braintree Hill Park
Suite 300
Braintree, Massachusetts 02184
By: /s/ John F. Remondi By: /s/ Lawrence W. O'Toole
-------------------------- -------------------------------
Name: John F. Remondi Name: Lawrence W. O'Toole
Title: Treasurer Title: President
Date of Purchase: October 7, 1996
- 2 -
<PAGE> 4
<TABLE>
FIFTH SUPPLEMENTAL PURCHASE AGREEMENT
Schedule A
----------
<CAPTION>
Number of Principal Interest
Sale # Loans Balance Balance Purchase Price
--------- --------- -------- --------------
<S> <C> <C> <C> <C>
5 1775 $9,139,574.50 $80,931.91 $8,586,103.88
</TABLE>
- 3 -
<PAGE> 1
EXHIBIT 99.17
FIFTH SUPPLEMENTAL SALES AGREEMENT
Dated as of October 7, 1996
Nellie Mae Education Funding, LLC ("Seller") hereby offers for sale to
the Fleet National Bank, as Owner Trustee for the benefit of Nellie Mae
Education Loan Trust (the "Trust" or the "Purchaser") under the Trust Agreement
dated as of June 1, 1996 between Seller and the Owner Trustee, the entire right,
title and interest of Seller in the Student Loans described in the Bill of Sale
and Student Loan Transmittal Summary Form incorporated herein and, to the extent
indicated below, the Owner Trustee for the benefit of the Trust accepts Seller's
offer. In order to qualify as Qualified Loans, no payment of principal or
interest shall be more than sixty (60) days Delinquent as of the Cutoff Date
which date shall be October 7, 1996. Notwithstanding the foregoing, to the
extent the Seller is deemed to retain any right, title or interest in the
Student Loans, the Seller grants to the Owner Trustee for the benefit of the
Trust a security interest therein.
TERMS, CONDITIONS AND COVENANTS
-------------------------------
In consideration of the Purchase Price, Seller hereby sells to the
Owner Trustee for the benefit of the Trust the entire right, title and interest
of Seller in the Student Loans accepted for purchase, subject to all the terms
and conditions of the Master Terms Sales Agreement ("Master Sales Agreement")
and any amendments thereto, incorporated herein by reference, among Seller, the
Trust and the Owner Trustee. The Purchase Price of the Students Loans shall
equal $8,586,103.88.
This document shall constitute a Sales Agreement as referred to in the
Master Sales Agreement and, except as modified herein, each term used herein
shall have the same meaning as in the Master Sales Agreement. All references in
the Master Sales Agreement to Student Loans or Qualified Loans shall be deemed
to refer to the Students Loans governed by this Sales Agreement. Seller hereby
makes, as of the date hereof, all the representations and warranties contained
in the Master Sales Agreement and makes such representations and warranties with
respect to the Student Loans governed by this Sales Agreement.
Seller authorizes the Owner Trustee for the benefit of the Trust to use
a copy of the Bill of Sale, including the Student Loan Transmittal Summary Form
attached to the Bill of Sale, as official notification to any Guarantor of
assignment to the Owner Trustee on behalf of the Trust of the Student Loans on
the date of purchase.
The parties hereto intend that the transfer of Student Loans described
in the Bill of Sale and Student Loan Transmittal Summary Form be, and be
construed as, a valid sale of such Student Loans from Seller to the Owner
Trustee for the benefit of the Trust. However, in the event that notwithstanding
the intention of the parties, such transfer is deemed to be a transfer for
security, then Seller hereby grants to the Owner Trustee for the benefit of the
Trust a first priority security interest in and to all Student Loans described
in the Bill of Sale and Student Loan Transmittal Summary Form to secure a loan
in an amount equal to the Purchase Price of such loans.
<PAGE> 2
<TABLE>
IN WITNESS WHEREOF, the parties set their respective signatures below
as of this 7th day of October, 1996.
<S> <C>
NELLIE MAE EDUCATION FUNDING, LLC NELLIE MAE EDUCATION LOAN TRUST
(SELLER) (PURCHASER)
By: Fleet National Bank, not in its individual
capacity but solely as Owner Trustee
By: /s/ Lawrence W. O'Toole By: /s/ Shawn P. George
--------------------------------- -----------------------------
Name: Lawrence W. O'Toole Name: Shawn P. George
Title: President Title: Trust Officer
FLEET NATIONAL BANK,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Shawn P. George
-----------------------------
Name: Shawn P. George
Title: Trust Officer
</TABLE>
<PAGE> 3
FIFTH SUPPLEMENTAL SALES AGREEMENT
BLANKET ENDORSEMENT DATED OCTOBER 7, 1996
Nellie Mae Education Funding, LLC ("Seller"), by execution of this
instrument, hereby endorses the attached promissory note which is one (1) of the
promissory notes ("the Notes") described in the Bill of Sale executed by Seller
in favor of the Fleet National Bank as the Owner Trustee for the benefit of
Nellie Mae Education Loan Trust ("Purchaser"). This endorsement is in blank,
unrestricted form and without recourse except as provided in Section 6 of the
Master Terms Sales Agreement referred to in the Sales Agreement among Seller,
Purchaser, and the Owner Trustee which covers this promissory note.
This endorsement may be effected by attaching this instrument to each
or any of the Notes.
Notwithstanding the foregoing, Seller agrees to individually endorse
each Note in the form provided by Purchaser as Purchaser may from time to time
require or if such individual endorsement is required by any Guarantor of the
Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE SALES
AGREEMENT. BY EXECUTION HEREOF, SELLER ACKNOWLEDGES THAT SELLER HAS READ,
UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE
SALE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S
PAYMENT TO SELLER OF THE PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY SELLER
AND PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE BILL OF SALE.
<TABLE>
<S> <C>
SELLER PURCHASER
- ---------------------------------- -------------------------------------------
Nellie Mae Education Funding, LLC Fleet National Bank, not in its individual
50 Braintree Hill Park capacity but solely as Owner Trustee
Suite 300
Braintree, Massachusetts 02184
By: /s/ Lawrence W. O'Toole By: /s/ Shawn P. George
------------------------------- -------------------------------
Name: Lawrence W. O'Toole Name: Shawn P. George
Title: President Title: Trust Officer
</TABLE>
Date of Purchase: October 7, 1996
- 1 -
<PAGE> 4
BILL OF SALE DATED OCTOBER 7, 1996
The undersigned ("Seller"), for value received and pursuant to the
terms and conditions of Fifth Supplemental Sales Agreement ("Sales Agreement")
among Nellie Mae Education Loan Trust ("Purchaser"), and Fleet National Bank, as
Owner Trustee for the benefit of Purchaser under the Trust Agreement dated as of
June 1, 1996 between Purchaser and the Owner Trustee, does hereby sell, assign,
transfer and convey to the Owner Trustee for the benefit of Purchaser and its
assignees all right, title and interest of Seller, in the Student Loans
identified herein which the Owner Trustee for the benefit of Purchaser has
accepted for purchase. A summary of the portfolio accepted for purchase by the
Owner Trustee for the benefit of Purchaser and the individual Borrower accounts
are listed on SCHEDULE A attached hereto.
Seller hereby makes the representations and warranties set forth in
Section 5 of the Master Terms Sales Agreement incorporated by reference in the
Sales Agreement. Seller authorizes the Owner Trustee on behalf of Purchaser to
use a copy of this document as official notification to any Guarantor of
assignment to the Owner Trustee for the benefit of Purchaser of the Loans on the
date of purchase.
<TABLE>
<S> <C>
SELLER PURCHASER
- ---------------------------------- -------------------------------------------
Nellie Mae Education Funding, LLC Fleet National Bank, not in its individual
50 Braintree Hill Park capacity but solely as Owner Trustee
Suite 300
Braintree, Massachusetts 02184
By: /s/ Lawrence W. O'Toole By: /s/ Shawn P. George
------------------------------ --------------------------------
Name: Lawrence W. O'Toole Name: Shawn P. George
Title: President Title: Trust Officer
</TABLE>
Date of Purchase: October 7, 1996
- 2 -
<PAGE> 5
<TABLE>
FIFTH SUPPLEMENTAL SALES AGREEMENT
Schedule A
----------
<CAPTION>
Number of Principal Interest
Sale # Loans Balance Balance Purchase Price
--------- --------- -------- --------------
<S> <C> <C> <C> <C>
5 1775 $9,139,574.50 $80,931.91 $8,586,103.80
</TABLE>
- 3 -
<PAGE> 1
Exhibit 99.18
NELLIE MAE EDUCATION LOAN TRUST 1996 -1
MONTHLY SERVICING REPORT
REPORT DATE: 10/15/96
MONTH ENDING: 9/30/96
<TABLE>
I. TRANSACTION SUMMARY REPORT
<CAPTION>
------------------------------------------------------------------------------------------------------
A STUDENT LOAN PORTFOLIO CHARACTERISTICS 9/30/96 ACTIVITY 8/30/96
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
i Portfolio Balance $93,982,434 $10,153,037.29 $83,829,397
ii Accrued Interest $ 2,088,637 $ 1,800,606
----------- -----------
iii Total Pool $96,071,072 $85,630,003
=========== ===========
B i Weighted Average Coupon 10.15% 10.35%
-
ii Number of Loans 13,684 11,880
-------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
C OUTSTANDING BALANCE OUTSTANDING BALANCE
NOTES AND CERTIFICATES LIBOR SPREAD 9/30/96 % OF POOL 8/30/96 % OF POOL
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
i Class A-1 Notes 5.5039% 0.170% $ 66,905,000 54.22% $ 67,000,000 54.25%
ii Class A-2 Notes 5.5039% 0.260% $ 48,800,000 39.54% $ 48,800,000 39.51%
iii Certificates 5.5039% 0.625% $ 7,700,000 6.24% $ 7,700,000 6.23%
=========================================================================================================================
iv Total $123,405,000 100.00% $123,500,000 100.00%
=========================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
==================================================================================================
D Reserve Account 9/30/96 ACTIVITY 8/30/96
==================================================================================================
<S> <C> <C> <C> <C>
i Reserve Requirement $2,468,100 $2,470,000
ii Initial Reserve Account Deposit $ 926,250 $ 926,250
iii Current Reserve Account Balance $2,042,484 $ - $1,188,638
==================================================================================================
==================================================================================================
E Parity Ratios 9/30/96 8/30/96
==================================================================================================
i Primary Parity Trigger 111.77% 110.89%
ii Secondary Parity Trigger 104.80% 103.98%
==================================================================================================
</TABLE>
Page 1
<PAGE> 2
<TABLE>
II. PORTFOLIO CHARACTERISTICS
<CAPTION>
===============================================================================================================
A OUTSTANDING BALANCE OUTSTANDING BALANCE
DELINQUENCY INFORMATION 9/30/96 % 8/30/96 %
===============================================================================================================
<S> <C> <C> <C> <C> <C>
i Current $91,850,921 97.73% $82,093,412 97.93%
ii 30-59 days $ 1,153,991 1.23% $ 1,310,913 1.56%
iii 60-89 days $ 449,734 0.48% $ 344,457 0.41%
iv 90-119 days $ 163,358 0.17% $ 80,615 0.10%
v Default Claims In Process $ 364,430 0.39% $ - 0.00%
===============================================================================================================
vi Total $93,982,434 100.00% $83,829,397 100.00%
===============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
========================================================================
B AMOUNT PURCHASED AMOUNT PURCHASED
FINANCED LOANS REPURCHASED 9/30/96 8/30/96
========================================================================
<S> <C> <C>
i By Servicer $ - $ -
ii By Seller $ -
=======================================================================
iii Total $ - $ -
=======================================================================
</TABLE>
Page 2
<PAGE> 3
<TABLE>
III. DISTRIBUTIONS
<CAPTION>
=========================================================================================================
A DISTRIBUTION AMOUNTS ON 10/15/96 CLASS A-1 CLASS A-2 CERTIFICATES
=========================================================================================================
<S> <C> <C> <C>
i Interest Due $ 333,028 $ 246,467 $41,388
ii Interest Paid $ 333,028 $ 246,467 $41,388
iii Deferred Interest $ - $ - $ -
iv Principal Paid $ 95,000 $ -
=========================================================================================================
v Total Distribution Amount $ 428,028 $ 246,467 $41,388
=========================================================================================================
<CAPTION>
====================================================================================
B NOTE AND CERTIFICATE BALANCES 9/30/96 8/30/96
====================================================================================
i A-1 Note Balance $66,905,000 $67,000,000
A-1 Principal Factor 0.9985821 1.0000000
ii A-2 Note Balance $48,800,000 $48,800,000
A-2 Principal Factor 1.0000000 1.0000000
iii Certificate Balance $ 7,700,000 $ 7,700,000
Certificate Principal Factor 1.0000000 1.0000000
====================================================================================
</TABLE>
Page 3
