EXHIBIT 1.2
PRICING AGREEMENT FOR
PUBLICLY OFFERED NOTES
February 25, 2004
Credit Suisse First Boston LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Credit Suisse First Boston (Europe) Limited
Xxx Xxxxx Xxxxxx
Xxxxxx X00 0XX
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxxxxx Securities Ltd.
000 Xxxxxx Xxxx
Xxxxxx XX0X 0XX
Xxxxxxx Xxxxx International
Xxxxxxx Xxxxx Financial Centre
0 Xxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
SLM Funding LLC, a Delaware limited liability company (the
"Company"), and the Student Loan Marketing Association, a corporation formed
under the laws of the United States of America ("SLMA"), propose, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
February 25, 2004 (the "Underwriting Agreement"), between the Company and SLMA,
on the one hand, and Credit Suisse First Boston LLC, Credit Suisse First Boston
(Europe) Limited, X.X. Xxxxxx Securities Inc., X.X. Xxxxxx Securities Ltd.,
Xxxxxxx Xxxxx International and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, on the other hand, that the Company caused the trust (the "Trust")
to be formed pursuant to a trust agreement, dated as of February 19, 2004,
between the Company and Chase Manhattan Bank USA, National Association, as
eligible lender trustee (the "Eligible Lender Trustee") which trust agreement
will be amended and restated by an Amended and Restated Trust Agreement, dated
as
28
of the Time of Delivery, among the Company, the Eligible Lender Trustee and the
Indenture Trustee (defined below), 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 March 1,
2004, among the Trust, the Eligible Lender Trustee and The Bank of New York, as
indenture 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 Pricing 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 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 Time of
Delivery, the Company agrees, and SLMA agrees that it will cause the Company,
not to, and not to permit any affiliated entity to, offer, sell or contract to
sell, or otherwise dispose of, securities substantially similar to the
Designated 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.
2
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, as
amended; (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 the Notes in circumstances in which section 21(1) of the FSMA does
not apply to the Trust; 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.
Credit Suisse First Boston (Europe) Limited, in its capacity
as Stabilizing Manager in respect of the class A-5 Notes, may, to the extent
permitted by applicable laws, over-allot and effect transactions in any
over-the-counter market or otherwise in connection with the distribution of the
Cass A-5 Notes with a view to supporting the market price of the Cass A-5 Notes
at levels higher than those which might otherwise prevail in the open market,
but in doing so it shall not act as agent of the Company and any loss resulting
from over-allotment or stabilization will be borne, and any profit arising from
them shall be retained, by the Stabilizing Manager or, as the case may be, the
Underwriters. The Company represents, warrants and undertakes to the
Underwriters that the Trust has been informed of, and was informed, prior to any
public announcement of the issue of the Notes, of the existence of the Financial
Services Authority's informational guidance referred to in MAR 2.3.2R(4) of the
price stabilising rules made under section 144(1) of the Financial Services and
Markets Xxx 0000, and the Trust has not issued and will not issue, without the
prior consent of the Stabilising Manager, any communication to which MAR
2.3.2R(1) of those rules applies unless that communication adequately discloses
that stabilising action may take place in relation to the issue of the Notes and
complies with MAR 2.3.3E of those rules.
3
If the foregoing is in accordance with your understanding,
please sign and return to us seven counterparts hereof, and upon acceptance
hereof by you, 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 SLMA.
It is understood that your acceptance of this letter 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 SLMA for examination upon request,
but without warranty on the part of the Underwriters as to the authority of the
signers thereof.
Very truly yours,
SLM FUNDING LLC
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
Accepted as of the date hereof:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ XXXXXXXX XXXXX
Name: Xxxxxxxx Xxxxx
Title: Director
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
By: /s/ XXXXXX XXXXXXXXX
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Signatory
X.X. XXXXXX SECURITIES INC.
By: /s/ XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Vice President
X.X. XXXXXX SECURITIES LTD.
By: /s/ XXXX XXXXXXX
Name: Xxxx Xxxxxxx
Title: Vice President
XXXXXXX XXXXX INTERNATIONAL
By: /s/ XXXXXX XXXXXXXXXXX
Name: Xxxxxx Xxxxxxxxxxx
Title: Authorized Signatory
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By: /s/ XXXXXXXX X. XXXX
Name: Xxxxxxxx X. Xxxx
Title: Authorized Signatory
SCHEDULE I
AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED
UNDERWRITER CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5 CLASS B
Credit Suisse First Boston LLC $118,000,000 $146,000,000 $136,000,000 $174,000,000 (euro) 0 $ 30,745,000
Credit Suisse First Boston (Europe)
Limited $ 0 $ 0 $ 0 $ 0 (euro)167,000,000 $ 0
X.X. Xxxxxx Securities Inc. $119,000,000 $145,000,000 $136,000,000 $174,000,000 (euro) 0 $ 30,750,000
X.X. Xxxxxx Securities Ltd. $ 0 $ 0 $ 0 $ 0 (euro)167,000,000 $ 0
Xxxxxxx Xxxxx International $ 0 $ 0 $ 0 $ 0 (euro)166,000,000 $ 0
Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated $118,000,000 $146,000,000 $136,000,000 $174,074,000 (euro) 0 $ 30,750,000
------------ ------------ ------------ ------------ ----------------- -----------------
TOTAL $355,000,000 $437,000,000 $408,000,000 $522,074,000 (euro)500,000,000 $ 92,245,000
============ ============ ============ ============ ================= =================
SCHEDULE I - 1
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 A-5 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-5")
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: $355,000,000
Class A-2: $437,000,000
Class A-3: $408,000,000
Class A-4: $522,074,000
Class A-5: (euro)500,000,000
Class B: $ 92,245,000
PRICE TO PUBLIC OF EACH CLASS:
Class A-1: 100.0%
Class A-2: 100.0%
Class A-3: 100.0%
Class A-4: 100.0%
Class A-5: 100.0%
Class B: 100.0%
PURCHASE PRICE BY UNDERWRITERS OF EACH CLASS:
Class A-1: 99.850%
Class A-2: 99.820%
Class A-3: 99.800%
Class A-4: 99.775%
Class A-5: 99.700%
Class B: 99.650%
SCHEDULE II - 1
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of March 1, 2004, among The Bank of New York, as
Indenture Trustee, the SLM Student Loan Trust 2004-2, and Chase Manhattan Bank
USA, National Association, as Eligible Lender Trustee.
MATURITY:
Class A-1: January 2010 Distribution Date
Class A-2: April 2013 Distribution Date
Class A-3: January 2016 Distribution Date
Class A-4: October 2019 Distribution Date
Class A-5: January 2024 Distribution Date
Class B: July 2039 Distribution Date
INTEREST RATE:
Class A-1: interpolated 1/2 month LIBOR* minus 0.01%
Class A-2: interpolated 1/2 month LIBOR* plus 0.02%
Class A-3: interpolated 1/2 month LIBOR* plus 0.08%
Class A-4: interpolated 1/2 month LIBOR* plus 0.13%
Class A-5: interpolated 1/2 month EURIBOR* plus 0.18%
Class B: interpolated 1/2 month LIBOR* plus 0.47%
--------------
* As to initial Accrual Period; thereafter, Three-month LIBOR or
EURIBOR, as applicable.
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC, Clearstream, Luxembourg and/or
Euroclear)
TIME OF DELIVERY: March 4, 2004
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Student Loan Marketing Association
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, XX 00000
SCHEDULE II - 2
NAMES AND ADDRESSES OF REPRESENTATIVES:
Credit Suisse First Boston LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxx
Credit Suisse First Boston (Europe) Limited
Xxx Xxxxx Xxxxxx
Xxxxxx XX X00 0XX
Facsimile: 011-44-20-7890-2310
Attention: Syndicate Desk
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx XxXxxxxx
X.X. Xxxxxx Securities Ltd.
000 Xxxxxx Xxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Facsimile: 011-44-20-7325-8240
Attention: Head of Transaction Execution Group
Xxxxxxx Xxxxx International
Xxxxxxx Xxxxx Financial Centre
0 Xxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Facsimile: 011-44-207-995-2968
Attention: Xxxxx Xxxxxxxxxx
and
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
4 World Financial Center
10th Floor - 000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx X. Xxxx
SCHEDULE II - 3
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 an interest rate cap
agreement (the "Interest Rate Cap Agreement") with Bank of America,
N.A. (the "Cap Counterparty") and separate currency swap agreements
(the "Class A-5 Currency Swap Agreement" and the "Class A-6 Currency
Swap Agreement" and, together with the Interest Rate Cap Agreement, the
"Swap Agreements") with CDC IXIS Capital Markets, acting through its
London Branch (the "Currency Swap Counterparty" and, together with the
Cap Counterparty, the "Swap Counterparties").
2. The following paragraph is hereby added to Section 7 of the
Underwriting Agreement:
(n) Swap Agreements 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 to them at or before the Time of Delivery, and a copy of
each certificate required to be delivered thereunder to them at or
before the Time of Delivery.
(o) The Class A-5 Notes shall have been approved for
listing on the Luxembourg Stock Exchange.
3. Section 7(l) of the Underwriting Agreement is hereby modified
as follows:
At the Time of Delivery, the aggregate principal amount of the
Underwriters' Securities as specified in the related Pricing Agreement for the
Designated Securities shall have been sold by the Company to the Underwriters,
and the aggregate amount of the related Certificates, if any, as specified in
the related underwriting agreement for such Certificates shall have been sold by
the Company to the underwriters specified in such underwriting agreement, and at
the Time of Delivery for the Reset Rate Notes, as defined in the Note Purchase
Agreement, dated the date hereof, among Credit Suisse First Boston (Europe)
Limited, X.X. Xxxxxx Securities Ltd. and Xxxxxxx Xxxxx International, as initial
purchasers (the "Initial Purchasers"), the Company and SLMA, the aggregate
principal amount of the Reset Rate Notes as specified in Schedule I to such
purchase agreement shall have been sold by the Company to the Initial
Purchasers.
SCHEDULE II - 4
