<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K
FORM 8-K FILING FOR DECEMBER 1996
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------
Date of Report: December 16, 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 7
<PAGE> 2
ITEM 5. OTHER EVENTS.
- ------- -------------
On December 16, 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 December
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 December 1996
Monthly Statement reflecting the Trust's activities for the period ending
December 16, 1996, including a statistical summary of the delinquency and
default characteristics of the Trust's student loan portfolio. On November 25,
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. This request by the Registrant
on November 25, 1996 superseded and replaced the Registrant's initial request
dated August 9, 1996.
In addition, during the Interest Period ending on December 14, 1996 the
Nellie Mae Education Loan Trust purchased additional student loans from amounts
on deposit in the 1996-A Pre-Funding Subaccount. On November 20, 1996, Nellie
Mae Education Loan Trust purchased additional student loans for a purchase price
of $1,932,623.86 and on November 27, 1996 Nellie Mae Education Loan Trust
purchased additional student loans for a purchase price of $636,889.11. In
connection with these two subsequent purchases of student loans, the following
documents were executed and delivered by the respective parties thereto:
1. Ninth Supplemental Purchase Agreement dated as of November 20, 1996
between Nellie Mae, Inc. and Nellie Mae Education Funding, LLC.
2. Ninth Supplemental Sales Agreement dated as of November 20, 1996
between Nellie Mae Education Funding, LLC and Nellie Mae Education
Loan Trust.
3. Tenth Supplemental Purchase Agreement dated as of November 27, 1996
between Nellie Mae, Inc. and Nellie Mae Education Funding, LLC.
4. Tenth Supplemental Sales Agreement dated as of November 27, 1996
between Nellie Mae Education Funding, LLC and Nellie Mae Education
Loan Trust.
Page 2 of 7
<PAGE> 3
The interest rates for the Interest Period commencing December 15, 1996 are
as follows:
1996 Securities Interest Rate
--------------- -------------
Class A-1 Notes 5.77547%
Class A-2 Notes 5.86547%
Certificates 6.23047%
In addition, as of December 15, 1996, the amount remaining in the 1996-A
Subaccount of the Pre-Funding Account was $13,102,320. During the Interest
Period ending December 14, 1996, the amount of investment earnings on the
balance in the Pre-Funding Account was $58,876.04.
The balance in the Debt Service Reserve Fund on December 15, 1996 was
$2,456,600.00, after giving effect to changes therein on such date.
During the Interest Period ending December 14, 1996, there were $5,561.85
in realized losses and no interest was deferred with respect to the 1996 Notes
or the 1996 Certificates.
During the Interest Period ending December 14, 1996, the amount of the
Servicing Fee billed to and set aside for payment to the Servicer was $33,177.50
and the amount of the Administration Fee paid to the Administrator was
$36,995.21.
ITEM 7. EXHIBITS.
- ------- ---------
99.26 Ninth Supplemental Purchase Agreement dated as of November 20, 1996.
99.27 Ninth Supplemental Sales Agreement dated as of November 20, 1996.
99.28 Tenth Supplemental Purchase Agreement dated as of November 27, 1996.
99.29 Tenth Supplemental Sales Agreement dated as of November 27, 1996.
99.30 December 1996 Monthly Statement to Noteholders and Certificateholders.
Page 3 of 7
<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: December 30, 1996
NELLIE MAE EDUCATION FUNDING, LLC
/s/ John F. Remondi
---------------------------------
John F. Remondi
Chief Financial Officer
Page 4 of 7
<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 7
<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.
(99.19)* Sixth Supplemental Purchase Agreement dated as of October 23, 1996.
(99.20)* Sixth Supplemental Sales Agreement dated as of October 23, 1996.
(99.21)* Seventh Supplemental Purchase Agreement dated as of November 4, 1996.
Page 6 of 7
<PAGE> 7
(99.22)* Seventh Supplemental Sales Agreement dated as of November 4, 1996.
(99.23)* Eighth Supplemental Purchase Agreement dated as of November 12, 1996.
(99.24)* Eighth Supplemental Sales Agreement dated as of November 12, 1996.
(99.25)* November 1996 Monthly Statement to Noteholders and Certificateholders.
(99.26)+ Ninth Supplemental Purchase Agreement dated as of November 20, 1996.
(99.27)+ Ninth Supplemental Sales Agreement dated as of November 20, 1996.
(99.28)+ Tenth Supplemental Purchase Agreement dated as of November 27, 1996.
(99.29)+ Tenth Supplemental Sales Agreement dated as of November 27, 1996.
(99.30)+ December 1996 Monthly Statement to Noteholders and Certificateholders.
- -----------------
* Previously filed.
+ Filed herewith.
Page 7 of 7
<PAGE> 1
EXHIBIT 99.26
NINTH SUPPLEMENTAL PURCHASE AGREEMENT
Dated as of November 20, 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 November 20, 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 $1,932,623.86.
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/ John F. Remondi
-------------------------------- --------------------------------
Name: John F. Remondi Name: John F. Remondi
Title: Treasurer Title: Treasurer
<PAGE> 2
NINTH SUPPLEMENTAL PURCHASE AGREEMENT
BLANKET ENDORSEMENT DATED NOVEMBER 20, 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/ John F. Remondi
----------------------------- ------------------------------
Name: John F. Remondi Name: John F. Remondi
Title: Treasurer Title: Treasurer
Date of Purchase: November 20, 1996
<PAGE> 3
BILL OF SALE DATED NOVEMBER 20, 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/ John F. Remondi
----------------------------- ------------------------------
Name: John F. Remondi Name: John F. Remondi
Title: Treasurer Title: Treasurer
Date of Purchase: November 20, 1996
<PAGE> 4
<TABLE>
NINTH SUPPLEMENTAL PURCHASE AGREEMENT
Schedule A
----------
<CAPTION>
Number of Principal Interest
Sale # Loans Balance Balance Purchase Price
----- ------- ------- --------------
<S> <C> <C> <C> <C>
9 336 $1,926,135.61 $6,488.25 $1,932,623.86
</TABLE>
<PAGE> 1
EXHIBIT 99.27
NINTH SUPPLEMENTAL SALES AGREEMENT
Dated as of November 20, 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 November 20, 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 $1,932,623.86.
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
IN WITNESS WHEREOF, the parties set their respective signatures below as of
this 20th day of November, 1996.
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/ John F. Remondi By: /s/ Robert L. Bice, II
------------------------------ -----------------------------------
Name: John F. Remondi Name: Robert L. Bice, II
Title: Treasurer Title: Vice President
FLEET NATIONAL BANK,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Robert L. Bice, II
-----------------------------------
Name: Robert L. Bice, II
Title: Vice President
<PAGE> 3
NINTH SUPPLEMENTAL SALES AGREEMENT
BLANKET ENDORSEMENT DATED NOVEMBER 20, 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.
SELLER PURCHASER
- ---------------------------------- --------------------------------------
Nellie Mae Education Funding, LLC Fleet National Bank, not in its
50 Braintree Hill Park individual capacity but solely as
Suite 300 Owner Trustee
Braintree, Massachusetts 02184
By: /s/ John F. Remondi By: /s/ Robert L. Bice, II
------------------------------- -----------------------------------
Name: John F. Remondi Name: Robert L. Bice, II
Title: Treasurer Title: Vice President
Date of Purchase: November 20, 1996
- 1 -
<PAGE> 4
BILL OF SALE DATED NOVEMBER 20, 1996
The undersigned ("Seller"), for value received and pursuant to the terms
and conditions of Ninth 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.
SELLER PURCHASER
- ---------------------------------- --------------------------------------
Nellie Mae Education Funding, LLC Fleet National Bank, not in its
50 Braintree Hill Park individual capacity but solely as
Suite 300 Owner Trustee
Braintree, Massachusetts 02184
By: /s/ John F. Remondi By: /s/ Robert L. Bice, II
------------------------------- -----------------------------------
Name: John F. Remondi Name: Robert L. Bice, II
Title: Treasurer Title: Vice President
Date of Purchase: November 20, 1996
- 2 -
<PAGE> 5
<TABLE>
NINTH SUPPLEMENTAL SALES AGREEMENT
Schedule A
----------
<CAPTION>
Number of Principal Interest
Sale # Loans Balance Balance Purchase Price
----- ------- ------- --------------
<S> <C> <C> <C> <C>
9 336 $1,926,135.61 $6,488.25 $1,932,623.86
</TABLE>
- 3 -
<PAGE> 1
EXHIBIT 99.28
TENTH SUPPLEMENTAL PURCHASE AGREEMENT
Dated as of November 27, 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 November 27, 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 $636,889.11.
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/ John F. Remondi
---------------------------- -----------------------------
Name: John F. Remondi Name: John F. Remondi
Title: Treasurer Title: Treasurer
<PAGE> 2
TENTH SUPPLEMENTAL PURCHASE AGREEMENT
BLANKET ENDORSEMENT DATED NOVEMBER 27, 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/ John F. Remondi
--------------------------- ------------------------------
Name: John F. Remondi Name: John F. Remondi
Title: Treasurer Title: Treasurer
Date of Purchase: November 27, 1996
<PAGE> 3
BILL OF SALE DATED NOVEMBER 27, 1996
The undersigned ("Nellie Mae"), for value received and pursuant to the
terms and conditions of the Tenth 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/ John F. Remondi
--------------------------- ------------------------------
Name: John F. Remondi Name: John F. Remondi
Title: Treasurer Title: Treasurer
Date of Purchase: November 27, 1996
<PAGE> 4
<TABLE>
TENTH SUPPLEMENTAL PURCHASE AGREEMENT
Schedule A
----------
<CAPTION>
Number of Principal Interest
Sale # Loans Balance Balance Purchase Price
----- ------- ------- --------------
<S> <C> <C> <C> <C>
10 111 $636,889.11 $0 $636,889.11
</TABLE>
<PAGE> 1
EXHIBIT 99.29
TENTH SUPPLEMENTAL SALES AGREEMENT
Dated as of November 27, 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 November 27, 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 $636,889.11.
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
IN WITNESS WHEREOF, the parties set their respective signatures below as of
this 27th day of November, 1996.
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/ John F. Remondi By: /s/ Robert L. Bice, II
------------------------------ ------------------------------------
Name: John F. Remondi Name: Robert L. Bice, II
Title: Treasurer Title: Vice President
FLEET NATIONAL BANK,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Robert L. Bice, II
------------------------------------
Name: Robert L. Bice, II
Title: Vice President
<PAGE> 3
TENTH SUPPLEMENTAL SALES AGREEMENT
BLANKET ENDORSEMENT DATED NOVEMBER 27, 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.
SELLER PURCHASER
- ---------------------------------- -------------------------------------
Nellie Mae Education Funding, LLC Fleet National Bank, not in its
50 Braintree Hill Park individual capacity but solely as
Suite 300 Owner Trustee
Braintree, Massachusetts 02184
By: /s/ John F. Remondi By: /s/ Robert L. Bice, II
------------------------------- ----------------------------------
Name: John F. Remondi Name: Robert L. Bice, II
Title: Treasurer Title: Vice President
Date of Purchase: November 27, 1996
- 1 -
<PAGE> 4
BILL OF SALE DATED NOVEMBER 27, 1996
The undersigned ("Seller"), for value received and pursuant to the terms
and conditions of Tenth 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.
SELLER PURCHASER
- ---------------------------------- -------------------------------------
Nellie Mae Education Funding, LLC Fleet National Bank, not in its
50 Braintree Hill Park individual capacity but solely as
Suite 300 Owner Trustee
Braintree, Massachusetts 02184
By: /s/ John F. Remondi By: /s/ Robert L. Bice, II
------------------------------- ----------------------------------
Name: John F. Remondi Name: Robert L. Bice, II
Title: Treasurer Title: Vice President
Date of Purchase: November 27, 1996
- 2 -
<PAGE> 5
<TABLE>
TENTH SUPPLEMENTAL SALES AGREEMENT
Schedule A
----------
<CAPTION>
Number of Principal Interest
Sale # Loans Balance Balance Purchase Price
----- ------- ------- --------------
<S> <C> <C> <C> <C>
10 111 $636,889.11 $0 $636,889.11
</TABLE>
- 3 -
<PAGE> 1
EXHIBIT 99.30
NELLIE MAE EDUCATION LOAN TRUST 1996 -1
MONTHLY SERVICING REPORT
REPORT DATE: 12/16/96
MONTH ENDING: 11/30/96
<TABLE>
I. TRANSACTION SUMMARY REPORT
----------------------------------------------------------------------------------------------------------
<CAPTION>
A STUDENT LOAN PORTFOLIO CHARACTERISTICS 11/30/96 ACTIVITY 10/31/96
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
i Portfolio Balance $111,782,905 $5,859,655.00 $105,923,250
ii Accrued Interest $ 2,645,236 $ 2,388,929
------------ ------------
iii Total Pool $114,428,141 $108,312,179
============ ============
B i Weighted Average Coupon 9.97% 10.01%
--
ii Number of Loans 16,898 16,001
----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
-------------------------------------------------------------------------------------------------------------------------
<CAPTION>
C OUTSTANDING BALANCE OUTSTANDING BALANCE
NOTES AND CERTIFICATES LIBOR SPREAD 11/30/96 % OF POOL 10/31/96 % OF POOL
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
i Class A-1 Notes 5.3750% 0.170% $ 66,235,000 53.97% 66,680,000 54.13%
ii Class A-2 Notes 5.3750% 0.260% $ 48,800,000 39.76% 48,800,000 39.62%
iii Certificates 5.3750% 0.625% $ 7,700,000 6.27% 7,700,000 6.25%
-------------------------------------------------------------------------------------------------------------------------
iv Total $122,735,000 100.00% 123,180,000 100.00%
=========================================================================================================================
</TABLE>
<TABLE>
----------------------------------------------------------------------------------------------------------
<CAPTION>
D Reserve Account 11/30/96 ACTIVITY 10/31/96
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
i Reserve Requirement $2,454,700 $2,463,600
ii Initial Reserve Account Deposit $ 926,250 $ 926,250
iii Current Reserve Account Balance $2,465,500 $216,455.20 $2,249,045
----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
------------------------------------------------------------------------------------------------------
<CAPTION>
E Parity Ratios 11/30/96 10/31/96
------------------------------------------------------------------------------------------------------
<S> <C> <C>
i Primary Parity Trigger 113.36% 112.69%
ii Secondary Parity Trigger 106.25% 105.65%
------------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE> 2
<TABLE>
II. PORTFOLIO CHARACTERISTICS
-------------------------------------------------------------------------------------------------------------------
<CAPTION>
A OUTSTANDING BALANCE OUTSTANDING BALANCE
DELINQUENCY INFORMATION 11/30/96 % 10/31/96 %
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
i Current $109,413,706 97.88% $104,018,258 98.20%
ii 30-59 days $ 1,503,555 1.35% $ 1,152,710 1.09%
iii 60-89 days $ 432,286 0.39% $ 270,901 0.26%
iv 90-119 days $ 95,517 0.09% $ 269,591 0.25%
v Default Claims In Process $ 337,841 0.30% $ 211,790 0.20%
-------------------------------------------------------------------------------------------------------------------
vi Total $111,782,905 100.00% $105,923,250 100.00%
===================================================================================================================
</TABLE>
<TABLE>
----------------------------------------------------------------------------------------------------
<CAPTION>
B AMOUNT PURCHASED AMOUNT PURCHASED
FINANCED LOANS REPURCHASED 11/30/96 10/31/96
----------------------------------------------------------------------------------------------------
<S> <C> <C>
i By Servicer $ -- $ --
ii By Seller $ -- $ --
----------------------------------------------------------------------------------------------------
iii Total $ -- $ --
====================================================================================================
</TABLE>
Page 2
<PAGE> 3
<TABLE>
III. DISTRIBUTIONS
-------------------------------------------------------------------------------------
<CAPTION>
A DISTRIBUTION AMOUNTS ON 12/16/96 CLASS A-1 CLASS A-2 CERTIFICATES
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
i Interest Due $318,836 $237,123 $39,835
ii Interest Paid $318,836 $237,123 $39,835
iii Deferred Interest $ -- $ -- --
iv Principal Paid $445,000 $ --
-------------------------------------------------------------------------------------
v Total Distribution Amount $763,836 $237,123 $39,835
=====================================================================================
</TABLE>
<TABLE>
---------------------------------------------------------------------
<CAPTION>
B NOTE AND CERTIFICATE BALANCES 11/30/96 10/31/96
---------------------------------------------------------------------
<S> <C> <C>
i A-1 Note Balance $66,235,000 $66,680,000
A-1 Principal Factor 0.9885821 0.9952239
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
