Exhibit 1.2
Pricing Agreement
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Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx, 0/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the several
Underwriters named on Schedule I hereto
April 30, 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 Xxx"), propose, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated April 30, 2002
(the "Underwriting Agreement"), between the Company and Xxxxxx Mae, on the one
hand, and Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx Xxxxx Barney Inc., on
the other hand, that the Company will cause the trust (the "Trust") formed
pursuant to the Trust Agreement dated as of May 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 May 1, 2002 (the "Indenture"),
between the Trust 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 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 May 14,
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 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 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/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Student Loan Marketing Association
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President
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Accepted as of the date hereof:
Xxxxxx Xxxxxxx & Co. Incorporated
By: /s/ XXXXXX FRIEND
----------------------------
Name: Xxxxxx Friend
Title: Managing Director
Xxxxxxx Xxxxx Barney Inc.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Director
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SCHEDULE I
Amount of Designated Securities to be Purchased
Underwriter Class A-1T Class A-1L Class A-2 Class A-3 Class A-4 Class B
Xxxxxx Xxxxxxx & Co. Incorporated $0 $ 58,200,000 $ 90,000,000 $ 46,400,000 $102,455,400 $ 9,187,200
Xxxxxxx Xxxxx Barney Inc. $0 $ 58,200,000 $ 90,000,000 $ 46,400,000 $102,455,400 $ 9,187,200
Banc One Capital Markets, Inc. $0 $ 58,200,000 $ 90,000,000 $ 46,400,000 $102,455,400 $ 9,187,200
Credit Suisse First Boston Corporation $0 $ 58,200,000 $ 90,000,000 $ 46,400,000 $102,455,400 $ 9,187,200
Xxxxxxx Lynch, Pierce, $0 $ 58,200,000 $ 90,000,000 $ 46,400,000 $102,455,400 $ 9,187,200
Xxxxxx & Xxxxx Incorporated
Total $0 $291,000,000 $450,000,000 $232,000,000 $512,277,000 $45,936,000
== ============ ============ ============ ============ ===========
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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-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-1T: $ 0
Class A-1L: $291,000,000
Class A-2: $450,000,000
Class A-3: $232,000,000
Class A-4: $512,277,000
Class B: $ 45,936,000
Price to Public of each Class:
Class A-1T: 0%
Class A-1L: 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-1T: 0%
Class A-1L: 99.830%
Class A-2: 99.800%
Class A-3: 99.775%
Class A-4: 99.750%
Class B: 99.700%
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Specified funds for payment of purchase price: Same Day Funds
Indenture: Indenture, dated as of May 1, 2002, among Deutsche Bank Trust Company
Americas, as Indenture Trustee, the SLM Student Loan Trust 2002-3, and Chase
Manhattan Bank USA, National Association, as Eligible Lender Trustee.
Maturity:
Class A-1T: N/A
Class A-1L: July 2006 Distribution Date
Class A-2: October 2009 Distribution Date
Class A-3: July 2011 Distribution Date
Class A-4: October 2016 Distribution Date
Class B: January 2021 Distribution Date
Interest Rate:
Class A-1T: N/A
Class A-1L: interpolated 2/3-month LIBOR* plus 0.01%
Class A-2: interpolated 2/3-month LIBOR* plus 0.04%
Class A-3: interpolated 2/3-month LIBOR* plus 0.08%
Class A-4: interpolated 2/3-month LIBOR* plus 0.14%
Class B: interpolated 2/3-month LIBOR* plus 0.47%
_______________
* As to initial Accrual Period; thereafter, Three-month LIBOR.
Form of Designated Securities: Book-Entry (DTC)
Time of Delivery: May 14, 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: Xxxxxx Xxxxxxx & Co. Incorporated
Address for Notices, etc.: Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxx
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 separate swap agreements
(the "Swap Agreements") with Student Loan Marketing Association,
Citibank, N.A. 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 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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