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EXHIBIT 1.2
PRICING AGREEMENT
XXXXXXX, XXXXX & CO.
00 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
AND
XXXXXX XXXXXXX & CO. INCORPORATED
0000 XXXXXXXX
XXX XXXX, XXX XXXX 00000
November 5, 1997
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
November 5, 1997 (the "Underwriting Agreement"), between the Company and Xxxxxx
Xxx, on the one hand, and Xxxxxxx Sachs & Co. and Xxxxxx Xxxxxxx & Co.
Incorporated, on the other hand, that the Company will cause the trust (the
"Trust") formed pursuant to the Trust Agreement dated as of November 1, 1997
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
Certificates (the "Certificates") specified in Schedule II hereto (the
"Designated Securities"). The Certificates will be issued pursuant to the
Trust Agreement.
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
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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
November 12, 1997, 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 Services
Xxx 0000 (Investment Advertisements)
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(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 10 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/ XXXXXX X. XXXXXX
-----------------------------
Name:
Title:
STUDENT LOAN MARKETING ASSOCIATION
By: /s/ J. XXXXX XXXXXX
------------------------------
Name:
Title:
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Accepted as of the date hereof:
XXXXXXX, SACHS & CO.
/s/ XXXXXXX, XXXXX & CO.
-------------------------
(Xxxxxxx, Sachs & Co.)
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ XXXXXXX X. XXXXXX
---------------------
Name:
Title:
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SCHEDULE I
AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED
UNDERWRITER CERTIFICATES
Xxxxxxx Xxxxx & Co. $44,950,000
Xxxxxx Xxxxxxx & Co. Incorporated $44,950,000
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TOTAL $89,900,000
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SCHEDULE II
TITLE OF EACH CLASS OF DESIGNATED SECURITIES:
Floating Rate Student Loan-Backed Certificates
AGGREGATE AMOUNT OF DESIGNATED SECURITIES: $89,900,000
PRICE TO PUBLIC PER CERTIFICATE: The Underwriters will offer the Certificates
from time to time for sale in one or more negotiated transactions, or
otherwise, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices.
PURCHASE PRICE BY UNDERWRITERS PER CERTIFICATE:
$89,900,000 of Floating Rate Student Loan-Backed Certificates:
99.15513%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
TRUST AGREEMENT: Trust Agreement, dated November 1, 1997, among SLM
Funding Corporation, as Seller, and Chase Manhattan Bank USA, National
Association, as Eligible Lender Trustee
MATURITY: January 2013 Distribution Date
RETURN RATE: T-Xxxx Rate plus 1.05%
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC)
TIME OF DELIVERY: November 12, 1997
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CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Student Loan Marketing Association
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, XX 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representative: Xxxxxx Xxxxxxx & Co. Incorporated
Address for Notices, etc.: Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxx
Designated Representative: Xxxxxxx, Xxxxx & Co.
Address for Notices, etc.: Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx
MODIFICATIONS TO UNDERWRITING AGREEMENT:
Notwithstanding the last sentence of Section 6 of the Underwriting
Agreement, the Company or Xxxxxx Mae will pay or cause to be paid the
reasonable costs and expenses incurred by the Underwriters in connection with
the offering of the Designated Securities, including those referred to in such
sentence.
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