Exhibit 1.2
Pricing Agreement
Credit Suisse First Boston Corporation
Eleven Madison Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the several
Underwriters named on Schedule I hereto
August 20, 2002
Ladies and Gentlemen:
SLM Funding Corporation, a Delaware corporation (the "Company"),
and the Student Loan Marketing Association, a corporation formed under the laws
of the United States ("Xxxxxx Mae"), propose, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated August 20,
2002 (the "Underwriting Agreement"), between the Company and Xxxxxx Xxx, on the
one hand, and Credit Suisse First Boston Corporation and X.X. Xxxxxx Securities
Inc., on the other hand, that the Company will cause the trust (the "Trust")
formed pursuant to the Trust Agreement dated as of August 1, 2002 between the
Company and Chase Manhattan Bank USA, National Association, as trustee (the
"Eligible Lender Trustee"), to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Student Loan-Backed Notes (the
"Notes") specified in Schedule II hereto (the "Designated Securities"). The
Notes will be issued and secured pursuant to the Indenture, dated as of August
1, 2002 (the "Indenture"), between the Trust and Deutsche Bank Trust Company
Americas, as trustee (the "Indenture Trustee").
Except as modified pursuant to Schedule II hereto, each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined.
The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the address
of the Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
cause the Trust to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Trust, at
the time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto, less the amount of Designated
Securities covered by Delayed Delivery Contracts, if any, as may be specified in
Schedule II.
During the period beginning from the date of this Pricing Agreement
for the Designated Securities and continuing to and including August 29, 2002,
the Company agrees, and Xxxxxx Xxx agrees that it will cause the Company, not
to, and not to permit any affiliated entity to, offer, sell, contract to sell or
otherwise dispose of, any securities (other than the Designated Securities)
evidencing an ownership in, or any securities (other than the related Notes)
collateralized by, Student Loans, without the prior written consent of the
Representatives.
Each Underwriter represents and agrees that (a) it has not offered or
sold and will not offer or sell any Notes to persons in the United Kingdom prior
to the expiration of the period of six months from the issue date of the Notes
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995; (b) it has only communicated
or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity, with
the meaning of section 21 of the Financial Services and Markets Act 2000 (the
"FSMA"), received by it in connection with the issue or sale of any notes in
circumstances in which section 21(1) of the FSMA does not apply to the issuer;
and (c) it has complied and will comply with all applicable provisions of the
FSMA with respect
2
to anything done by it in relation to the Notes in, from or otherwise involving
the United Kingdom.
3
If the foregoing is in accordance with your understanding, please
sign and return to us 7 counterparts hereof, and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company and Xxxxxx Mae. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of which
shall be submitted to the Company and Xxxxxx Xxx for examination upon request,
but without warranty on the part of the Representatives as to the authority of
the signers thereof.
Very truly yours,
SLM Funding Corporation
By: /s/ XXXX X. XXXXXX
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
Student Loan Marketing Association
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
4
Accepted as of the date hereof:
Credit Suisse First Boston Corporation
By: /s/ XXXXXXXX XXXXX
-----------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
X.X. Xxxxxx Securities Inc.
By: /s/ XXXXXXX XXXXXXX
-----------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
5
SCHEDULE I
Amount of Designated Securities to be Purchased
Underwriter Class A-1 Class A-2 Class A-3 Class A-4L Class A-4CP Class B
Credit Suisse First Boston Corporation $ 46,800,000 $71,150,000 $ 45,300,000 $ 36,550,000 $ 60,000,000 $ 8,000,000
X.X. Xxxxxx Securities Inc. $ 46,800,000 $71,150,000 $ 45,300,000 $ 36,550,000 $ 60,000,000 $ 8,000,000
Banc of America Securities LLC $ 46,800,000 $71,150,000 $ 45,300,000 $ 36,550,000 $ 60,000,000 $ 8,000,000
Xxxxxx Xxxxxxx & Co. Incorporated $ 46,800,000 $71,150,000 $ 45,300,000 $ 36,550,000 $ 60,000,000 $ 8,000,000
Wachovia Securities, Inc. $ 46,800,000 $71,150,000 $ 45,300,000 $ 36,550,000 $ 60,000,000 $ 8,000,000
Total $234,000,000 $71,150,000 $226,500,000 $182,750,000 $300,000,000 $40,000,000
============ =========== ============ ============ ============ ===========
SCHEDULE II
Title of each Class of Designated Securities:
Floating Rate Class A-1 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-1")
Floating Rate Class A-2 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-2")
Floating Rate Class A-3 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-3")
Floating Rate Class A-4L Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-4L")
Floating Rate Class A-4CP Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-4CP")
Floating Rate Class B Student Loan-Backed Notes
(for purposes of this Schedule II, "Class B")
Aggregate principal amount of each Class:
Class A-1: $234,000,000
Class A-2: $355,750,000
Class A-3: $226,500,000
Class A-4L: $182,750,000
Class A-4CP: $300,000,000
Class B: $ 40,000,000
Price to Public of each Class:
Class A-1: 100.00%
Class A-2: 100.00%
Class A-3: 100.00%
Class A-4L: 100.00%
Class A-4CP: 100.00%
Class B: 100.00%
Purchase Price by Underwriters of each Class:
Class A-1: 99.830%
Class A-2: 99.800%
Class A-3: 99.775%
Class A-4L: 99.750%
Class A-4CP: 99.750%
Class B: 99.700%
Specified funds for payment of purchase price: Same Day Funds
Indenture: Indenture, dated as of August 1, 2002, among The Bank of New York, as
Indenture Trustee, the SLM Student Loan Trust 2002-5, and Chase Manhattan Bank
USA, National Association, as Eligible Lender Trustee.
Maturity:
Class A-1: September 2007 Distribution Date
Class A-2: September 2010 Distribution Date
Class A-3: June 2012 Distribution Date
Class A-4L: September 2018 Distribution Date
Class A-4CP: September 2018 Distribution Date
Class B: September 2024 Distribution Date
Interest Rate:
Class A-1: interpolated 3/4-month LIBOR* plus 0.00%
Class A-2: interpolated 3/4-month LIBOR* plus 0.03%
Class A-3: interpolated 3/4-month LIBOR* plus 0.10%
Class A-4L: interpolated 3/4-month LIBOR* plus 0.15%
Class A-4CP: 3-month CP plus 0.23%
Class B: interpolated 3/4-month LIBOR* plus 0.43%
----------------
* As to initial Accrual Period; thereafter, Three-month LIBOR.
Form of Designated Securities: Book-Entry (DTC)
Time of Delivery: August 29, 2002
Closing location for delivery of Designated Securities:
Student Loan Marketing Association
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, XX 00000
-2-
Names and addresses of Representatives:
Designated Representatives: Credit Suisse First Boston Corporation
Address for Notices, etc.: Credit Suisse First Boston Corporation
Eleven Madison Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn:
-3-
