PRICING AGREEMENT
October 21, 0000
Xxxx xx Xxxxxxx Securities LLC
000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 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
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 ("Xxxxxx Mae"), propose, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
October 21, 2003 (the "Underwriting Agreement"), between the Company and Xxxxxx
Xxx, on the one hand, and Banc of America Securities LLC, Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated, on the other
hand, that the Company will cause the trust (the "Trust") to be formed pursuant
to a trust agreement, dated as of October 1, 2003, among the Company, Chase
Manhattan Bank USA, National Association, as eligible lender trustee (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 October 1, 2003, 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 October
30, 2003, 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, 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.
2
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 Xxxxxx
Mae. 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 Xxxxxx Xxx 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:
BANC OF AMERICA SECURITIES LLC
By: /s/ XXXX XXXXXXXX
Name: Xxxx Xxxxxxxx
Title: Principal
XXXXXXX LYNCH, PIERCE, XXXXXX AND XXXXX INCORPORATED
By: /s/ XXXXXXXX X. XXXX
Name: Xxxxxxxx X. Xxxx
Title: Authorized Signatory
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ XXXX XXXXXXXXX
Name: Xxxx XxXxxxxxx
Title: Managing Director
SCHEDULE I
AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED
UNDERWRITER CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS B
Banc of America Securities LLC 63,000,000 87,667,000 85,000,000 137,333,000 20,254,000
Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx 63,000,000 87,667,000 85,000,000 137,333,000 20,254,000
Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated 63,000,000 87,666,000 85,000,000 137,334,000 20,255,000
------------ ------------ ------------ ------------ -----------
TOTAL $189,000,000 $263,000,000 $255,000,000 $412,000,000 $60,763,000
============ ============ ============ ============ ===========
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 B Student Loan-Backed Notes
(for purposes of this Schedule II, "Class B")
AGGREGATE PRINCIPAL AMOUNT OF EACH CLASS:
Class A-1: $189,000,000
Class A-2: $263,000,000
Class A-3: $255,000,000
Class A-4: $412,000,000
Class B: $ 60,763,000
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 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 B: 99.650%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of October 1, 2003, among The Bank of New York,
as Indenture Trustee, the SLM Student Loan Trust 2003-11, and Chase Manhattan
Bank USA, National Association, as Eligible Lender Trustee.
SCHEDULE II - 1
MATURITY:
Class A-1: September 2009 Distribution Date
Class A-2: March 2013 Distribution Date
Class A-3: March 2016 Distribution Date
Class A-4: June 2020 Distribution Date
Class B: December 2038 Distribution Date
INTEREST RATE:
Class A-1: interpolated 4/5 month LIBOR* plus 0.00%
Class A-2: interpolated 4/5 month LIBOR* plus 0.05%
Class A-3: interpolated 4/5 month LIBOR* plus 0.12%
Class A-4: interpolated 4/5 month LIBOR* plus 0.19%
Class B: interpolated 4/5 month LIBOR* plus 0.65%
----------
* As to initial Accrual Period; thereafter, Three-month LIBOR.
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC)
TIME OF DELIVERY: October 30, 2003
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:
Banc of America Securities LLC
000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxxx
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
and
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: 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 an initial interest
rate swap agreement (the "Xxxxxx Xxxxxxx Initial Swap Agreement") with
Xxxxxx Xxxxxxx Capital Services Inc. ("Xxxxxx Xxxxxxx Capital"), an
initial interest rate swap agreement (together with the Xxxxxx Xxxxxxx
Initial Swap Agreement, the "Initial Swap Agreements") with Bank of
America, N.A. (together with Xxxxxx Xxxxxxx Capital, the "Initial Swap
Counterparties") and an interest rate cap agreement (together with the
Initial Swap Agreements, the "Swap Agreements") with Student Loan
Marketing Association (together, with the Initial Swap Counterparties,
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 Swap Counterparties, and the Underwriters shall have
received a copy, addressed to them or on which
SCHEDULE II - 3
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. 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 Reset Rate Note
Purchase Agreement dated the date hereof among the Underwriters, as initial
purchasers (the "Initial Purchasers"), the Company and Xxxxxx Mae 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
