Exhibit 1.2
PRICING AGREEMENT
DEUTSCHE BANK SECURITIES INC.
00 XXXX XXXXXX, 00XX XXXXX
XXX XXXX, XXX XXXX 00000
AND
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
000 XXXXX XXXXXX
XXX XXXX, XX 00000
AS REPRESENTATIVES OF THE SEVERAL
UNDERWRITERS NAMED IN SCHEDULE I HERETO
April 27, 2004
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
April 27, 2004 (the "Underwriting Agreement"), between the Company and SLMA, on
the one hand, and Deutsche Bank Securities Inc. and Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, as Representatives of the Underwriters named
therein, on the other hand, that the Company, (i) having caused the formation of
the trust (the "Trust") pursuant to the Trust Agreement, dated as of April 22,
2004 (the "Initial Trust Agreement"), between the Company and Chase Manhattan
Bank USA, National Association, as eligible lender trustee (the "Eligible Lender
Trustee"), will cause the Initial Trust Agreement to be amended and restated by
an Amended and Restated Trust Agreement, dated as of the Time of Delivery, among
the Company, the Eligible Lender Trustee and the Indenture Trustee (defined
below) and (ii) will 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 May 1, 2004 (the
"Indenture"), among the Trust, the Eligible Lender Trustee 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 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 the 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.
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
2
of any notes in circumstances in which section 21(1) of the FSMA does not apply
to the Company; 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.
If the foregoing is in accordance with your understanding,
please sign and return to us nine 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:
DEUTSCHE BANK SECURITIES INC.
By: /s/ XXXX XXX XXXXXX
Name: Xxxx Xxx Xxxxxx
Title: Managing Director
By: /s/ XXXX XXXXXXXX
Name: Xxxx Xxxxxxxx
Title: Director
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 B
Deutsche Bank Securities Inc. $122,400,000 $150,400,000 $ 81,000,000 $136,278,600 $ 15,157,200
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx $122,400,000 $150,400,000 $ 81,000,000 $136,278,600 $ 15,157,200
Incorporated
Banc of America Securities LLC $122,400,000 $150,400,000 $ 81,000,000 $136,278,600 $ 15,157,200
Credit Suisse First Boston LLC $122,400,000 $150,400,000 $ 81,000,000 $136,278,600 $ 15,157,200
Greenwich Capital Markets, Inc. $122,400,000 $150,400,000 $ 81,000,000 $136,278,600 $ 15,157,200
TOTAL $612,000,000 $752,000,000 $405,000,000 $681,393,000 $ 75,786,000
============ ============ ============ ============ ============
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: $612,000,000
Class A-2: $752,000,000
Class A-3: $405,000,000
Class A-4: $681,393,000
Class B: $ 75,786,000
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: 99.875%
Class A-2: 99.820%
Class A-3: 99.800%
Class A-4: 99.780%
Class B: 99.710%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of May 1, 2004, among Deutsche Bank Trust Company
Americas, as Indenture Trustee, the SLM Student Loan Trust 2004-4, and Chase
Manhattan Bank USA, National Association, as Eligible Lender Trustee.
MATURITY:
Class A-1: April 2009 Distribution Date
Class A-2: April 2012 Distribution Date
Class A-3: October 2013 Distribution Date
Class A-4: January 2019 Distribution Date
Class B: January 2025 Distribution Date
INTEREST RATE:
Class A-1: interpolated 2-month/3-month LIBOR* minus 0.01%
Class A-2: interpolated 2-month/3-month LIBOR* plus 0.02%
Class A-3: interpolated 2-month/3-month LIBOR* plus 0.09%
Class A-4: interpolated 2-month/3-month LIBOR* plus 0.13%
Class B: interpolated 2-month/3-month LIBOR* plus 0.38%
---------------------
* As to initial Accrual Period; thereafter, Three-month LIBOR.
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC)
TIME OF DELIVERY:.May 5, 2004
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: Deutsche Bank Securities Inc.
Address for Notices, etc.: Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attn: Xxxx Xxxxxx
Designated Representatives: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Address for Notices, etc.: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attn: Xxxxxxxx X. Xxxx
MODIFICATIONS TO THE UNDERWRITING AGREEMENT (SOLELY FOR THE 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 Xxxxxxx Xxxxx Capital
Services, Inc.
2. The following paragraph is hereby added to Section 7 of the
Underwriting Agreement:
(n) The Interest Rate Cap Agreement shall have been entered
into by the Trust and SLMA, 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.
-3-
