EXHIBIT 1.2
PRICING AGREEMENT
DEUTSCHE BANK SECURITIES INC.
00 XXXX 00XX XXXXXX
XXX XXXX, XXX XXXX 00000
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
4 WORLD FINANCIAL CENTER, 10TH FLOOR
000 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
AND
XXXXXX XXXXXXX & CO. INCORPORATED
0000 XXXXXXXX, 0XX XXXXX
XXX XXXX, XXX XXXX 00000
AS REPRESENTATIVES OF THE SEVERAL
UNDERWRITERS NAMED ON SCHEDULE I HERETO
December 10, 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 December 10, 2002 (the
"Underwriting Agreement"), between the Company and Xxxxxx Xxx, on the one hand,
and Deutsche Bank Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated and Xxxxxx Xxxxxxx, on the other hand, that the Company will cause
the trust (the "Trust") formed pursuant to the Trust Agreement dated as of
December 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 December 1, 2002 (the "Indenture"), between The Bank of New York, 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 to be delivered to you is 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 December 18, 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
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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 to anything done by it in relation to the Notes in, from or
otherwise involving the United Kingdom.
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If the foregoing is in accordance with your understanding, please sign
and return to us seven 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
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Accepted as of the date hereof:
DEUSTCHE BANK SECURITIES INC.
By: /s/ XXXX XXXXXXXX
--------------------------
Name: Xxxx Xxxxxxxx
Title: Director
By: /s/ XXXXX XXXXXX
--------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By: /s/ XXXXXXXX X. XXXX
--------------------------
Name: Xxxxxxxx X. Xxxx
Title: Authorized Signatory
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ XXXXXX FRIEND
--------------------------
Name: Xxxxxx Friend
Title: Managing Director
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SCHEDULE I
AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED
UNDERWRITER CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS B
Deutsche Bank Securities Inc. $ 37,400,000 $ 73,600,000 $ 34,600,000 $ 83,700,600 $ 7,091,800
Xxxxxxx Lynch, Pierce, Xxxxxx & $ 37,400,000 $ 73,600,000 $ 34,600,000 $ 83,700,600 $ 7,091,800
Xxxxx Incorporated
Xxxxxx Xxxxxxx $ 37,400,000 $ 73,600,000 $ 34,600,000 $ 83,700,600 $ 7,091,800
Banc of America Securities LLC $ 37,400,000 $ 73,600,000 $ 34,600,000 $ 83,700,600 $ 7,091,800
Banc One Capital Markets, Inc. $ 37,400,000 $ 73,600,000 $ 34,600,000 $ 83,700,600 $ 7,091,800
TOTAL $ 187,000,000 $ 368,000,000 $ 173,000,000 $ 418,503,000 $ 35,459,000
============= ============= ============= ============= ============
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-4 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-4")
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: $ 187,000,000
Class A-2: $ 368,000,000
Class A-3: $ 173,000,000
Class A-4: $ 418,503,000
Class B: $ 35,459,000
PRICE TO PUBLIC OF EACH CLASS:
Class A-1: 100.00%
Class A-2: 100.00%
Class A-3: 100.00%
Class A-4: 100.00%
Class B: 100.00%
PURCHASE PRICE BY UNDERWRITERS OF EACH CLASS:
Class A-1: 99.850%
Class A-2: 99.800%
Class A-3: 99.780%
Class A-4: 99.760%
Class B: 99.710%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of December 1, 2002, among The Bank of New York,
as Indenture Trustee, the SLM Student Loan Trust 2002-8, and Chase Manhattan
Bank USA, National Association, as Eligible Lender Trustee.
MATURITY:
Class A-1: December 2006 Distribution Date
Class A-2: June 2010 Distribution Date
Class A-3: December 2011 Distribution Date
Class A-4: March 2019 Distribution Date
Class B: June 2024 Distribution Date
INTEREST RATE:
Class A-1: 3-month LIBOR plus 0.02%
Class A-2: 3-month LIBOR plus 0.04%
Class A-3: 3-month LIBOR plus 0.10%
Class A-4: 3-month LIBOR plus 0.20%
Class B: 3-month LIBOR plus 0.50%
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC)
TIME OF DELIVERY: December 18, 2002
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: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Address for Notices, etc.: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
4 World Financial Center, 10th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx Xxxx
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 a swap agreements (the "Swap
Agreements") with Deutsche Bank AG New York Xxxxxx, Xxxxxxx Xxxxx Capital
Services, Inc. and Xxxxxx Xxxxxxx Capital Services Inc. (the "Swap
Counterparties").
2. The following paragraph is hereby added to Section 7 of the
Underwriting Agreement:
(n) The Swap Agreement shall have been entered into by the Trust and
the 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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