Exhibit 1.1
Pricing Agreement
X.X. Xxxxxx Securities Inc.
As Representatives of the several
Underwriters named on Schedule I hereto,
c/o X.X. Xxxxxx Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
World Financial Center, North Tower
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
April 12, 2000
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 Xxx"), propose, subject to the terms and conditions
stated herein and in the Underwriting Agreement, dated April 12, 2000 (the
"Underwriting Agreement"), between the Company and Xxxxxx Mae, on the one hand,
X.X. Xxxxxx Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, on the other hand, that the Company will cause the trust (the
"Trust") formed pursuant to the Trust Agreement dated as of April 1, 2000
between the Company and Chase Manhattan Bank Delaware, 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 April 1, 2000 (the
"Indenture"), between the Trust and Bankers Trust Company, 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 April 26, 2000,
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 or Certificates to persons in the
United Kingdom prior to the expiration of the period of six months from the
issue date of the Notes and the Certificates 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 complied and will comply with
all applicable provisions of the Financial Services Xxx 0000 with respect to
anything done by it in relation to the Notes and the Certificates in, from or
otherwise involving the United Kingdom; and (c) it has only issued or passed on
and will only issue or pass on in the United Kingdom any document received by it
in connection with the issuance of the Notes and the Certificates to a person
who is of a kind described in article 11(3) of the Financial
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Services Xxx 0000 (Investment Advertisements) (Exemptions) Order 1996 or is a
person to whom such document may otherwise lawfully be issued or passed on.
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/ J. Xxxxx Xxxxxx
_______________________________
Name: J. Xxxxx Xxxxxx
Title: Chief Financial Officer
Student Loan Marketing Association
By: /s/ Xxxxxxx X. Xxxxxxx
_______________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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Accepted as of the date hereof:
X.X. Xxxxxx Securities Inc.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------
Name: Xxxxxxx Xxxxxxx
Title:Vice President
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
By: /s/ Xxxxxxxx X. Xxxx
--------------------------
Name: Xxxxxxxx X. Xxxx
Title:Managing Director
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SCHEDULE I
Amount of Designated Securities to be Purchased*
Underwriter Class A-1T Class A-1L Class A-2T Class A-2L
----------- ---------- ---------- ---------- ----------
X.X. Xxxxxx Securities
Inc. ................. $ 26,388,000 $ 208,890,000 $ 0 $ 155,565,000
Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx
Incorporated ......... $ 26,388,000 $ 208,890,000 $ 0 $ 155,565,000
Chase Securities Inc. $ 23,456,000 $ 185,680,000 $ 0 $ 138,280,000
Deutsche Banc
Securities Inc. ...... $ 23,456,000 $ 185,680,000 $ 0 $ 138,280,000
First Union
Securities, Inc. ..... $ 23,456,000 $ 185,680,000 $ 0 $ 138,280,000
Xxxxxxx Xxxxx Xxxxxx,
Inc. ................. $ 23,456,000 $ 185,680,000 $ 0 $ 138,280,000
Total ................ $ 146,600,000 $1,160,500,000 $ 0 $ 864,250,000
============== ============== ============== ==============
-------------
* $103,400,000 of Class A-1T, $0 of Class A-1L, $0 of Class A-2T and
$200,000,000 of Class A-2L (the "Xxxxxx Mae Securities") will be purchased
by Xxxxxx Xxx from the Seller.
SCHEDULE II
Title of each Class of Designated Securities:
Floating Rate Class A-1T Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-1T")
Floating Rate Class A-1L Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-1L")
Floating Rate Class A-2T Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-2T")
Floating Rate Class A-2L Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-2L")
Aggregate principal amount of each Class:
Class A-1T: $ 250,000,000
Class A-1L: $1,160,500,000
Class A-2T: $ 0
Class A-2L: $1,064,250,000
Price to Public of each Class:*
Class A-1T: 100.00%
Class A-1L: 100.00%
Class A-2T: 0%
Class A-2L: 100.00%
-----------
* Excludes Xxxxxx Mae Securities.
Purchase Price by Underwriters of each Class:*
Class A-1T: 99.765%
Class A-1L: 99.765%
Class A-2T: 0%
Class A-2L: 99.735%
-----------
* Excludes Xxxxxx Xxx Securities.
Price to Xxxxxx Mae of the Xxxxxx Xxx Securities:**
Class A-1T: 100.00%
Class A-1L: N/A
Class A-2T: N/A
Class A-2L: 100.00%
-----------
** Paid directly to the Seller. The Seller will pay a 0.0375% fee to
the Underwriters in respect of the Xxxxxx Mae Securities, allocable
to them in proportion to their obligations to purchase Designated
Securities of the Class in which the Xxxxxx Xxx Securities are
included.
Specified funds for payment of purchase price: Same Day Funds
Indenture: Indenture, dated as of April 1, 2000, among Bankers Trust Company, as
Indenture Trustee, the SLM Student Loan Trust 2000-3, and Chase Manhattan Bank
Delaware, as Eligible Lender Trustee.
Maturity:
Class A-1T: April 2008 Distribution Date
Class A-1L: April 2008 Distribution Date
Class A-2T: N/A
Class A-2L: April 2015 Distribution Date
Interest Rate:
Class A-1T: T-Xxxx Rate plus 0.84%
Class A-1L: Six-month LIBOR* plus 0.075%
Class A-2T: N/A
Class A-2L: Six-month LIBOR* plus 0.19%
----------------
* As to initial Accrual Period; thereafter, Three-month LIBOR.
Form of Designated Securities: Book-Entry (DTC)
Time of Delivery: April 26, 2000
Closing location for delivery of Designated Securities:
Student Loan Marketing Association
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, XX 00000
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Names and addresses of Representatives:
Designated Representatives: X.X. Xxxxxx Securities Inc.
Address for Notices, etc.: X.X. Xxxxxx Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxx
Modifications to Underwriting Agreement (solely for
purposes of this Pricing Agreement):
1. The following sentence is hereby added to the end of the second
paragraph of the Underwriting Agreement:
In addition, the Trust will enter into swap agreements (the "Swap
Agreements") with Xxxxxx Guaranty Trust Company of New York and Xxxxxxx
Xxxxx Capital Services, Inc. (the "Swap Counterparties").
2. The following paragraph is hereby added to Section 7 of the
Underwriting Agreement:
(n) The Swap Agreements shall have been entered into by the Trust
and the respective Swap Counterparties, and the Underwriters shall have received
a copy, addressed to them or on which they are otherwise entitled to rely, of
each opinion of counsel required to be delivered thereunder at or before the
Time of Delivery, and a copy of each certificate required to be delivered
thereunder at or before the Time of Delivery.
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