EXHIBIT 1.2
PRICING AGREEMENT
February 1, 2005
CREDIT SUISSE FIRST BOSTON LLC
00 XXXXXXX XXXXXX, 0XX XXXXX
XXX XXXX, XXX XXXX 00000
AND
XXXXXX BROTHERS INC.
000 0XX XXXXXX
XXX XXXX, XXX XXXX 00000
As Representatives of the several
Underwriters named in Schedule I hereto
Ladies and Gentlemen:
SLM Funding LLC, a Delaware limited liability company (the
"Company"), and SLM Education Credit Finance Corporation, a Delaware corporation
("SLM ECFC"), propose, subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated February 1, 2005 (the "Underwriting
Agreement"), between the Company, SLM ECFC and SLM Corporation, on the one hand,
and Credit Suisse First Boston LLC and Xxxxxx Brothers Inc., as representative
of the several underwriters named in Schedule I hereto, on the other hand, that
the Company, (i) having caused the formation of the trust (the "Trust") pursuant
to a trust agreement, dated as of January 28, 2005 (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 February 1, 2005 (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 SLM ECFC 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, within 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 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.
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
-2-
Company, SLM ECFC and SLM Corporation. 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, SLM ECFC and SLM Corporation 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
SLM EDUCATION CREDIT FINANCE CORPORATION
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
Accepted and agreed with respect to Sections 8, 10, 12
and 13 of the Underwriting Agreement:
SLM CORPORATION
By: /s/ J. XXXXX XXXXXX
Name: J. Xxxxx Xxxxxx
Title: Authorized Agent
Accepted as of the date hereof:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ XXXXXXXX XXXXX
Name: Xxxxxxxx Xxxxx
Title: Managing Director
XXXXXX BROTHERS INC.
By: /s/ XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
as Representatives of the Underwriters
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 $90,000,000 $120,600,000 $64,200,000 $77,600,000 $40,423,000 $12,149,000
Xxxxxx Brothers Inc. $90,000,000 $120,600,000 $64,200,000 $77,600,000 $40,422,000 $12,150,000
Barclays Capital plc $90,000,000 $120,600,000 $64,200,000 $77,600,000 $40,422,000 $12,149,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx $90,000,000 $120,600,000 $64,200,000 $77,600,000 $40,422,000 $12,149,000
Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated $90,000,000 $120,600,000 $64,200,000 $77,600,000 $40,422,000 $12,149,000
TOTAL $450,000,000 $603,000,000 $321,000,000 $388,000,000 $202,111,000 $60,746,000
============ ============ ============ ============ ============ ===========
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: $450,000,000
Class A-2: $603,000,000
Class A-3: $321,000,000
Class A-4: $388,000,000
Class A-5: $202,111,000
Class B: $ 60,746,000
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: 99.875%
SCHEDULE II-1
Class A-2: 99.825%
Class A-3: 99.805%
Class A-4: 99.795%
Class A-5: 99.785%
Class B: 99.715%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of February 1, 2005, among Deutsche Bank Trust
Company Americas, as Indenture Trustee, the SLM Student Loan Trust 2005-2, and
Chase Manhattan Bank USA, National Association, as Eligible Lender Trustee.
MATURITY:
Class A-1: April 2010 Distribution Date
Class A-2: January 2013 Distribution Date
Class A-3: July 2014 Distribution Date
Class A-4: April 2017 Distribution Date
Class A-5: April 2020 Distribution Date
Class B: October 2025 Distribution Date
INTEREST RATE:
Class A-1: interpolated two/three -month LIBOR * minus 0.02%
Class A-2: interpolated two/three -month LIBOR * plus 0.01%
Class A-3: interpolated two/three -month LIBOR * plus 0.04%
Class A-4: interpolated two/three -month LIBOR * plus 0.08%
Class A-5: interpolated two/three -month LIBOR * plus 0.09%
Class B: interpolated two/three -month LIBOR * plus 0.17%
---------------------------
* As to initial Accrual Period; thereafter, Three-month LIBOR.
SCHEDULE II-2
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC, Clearstream, Luxembourg and/or
Euroclear)
TIME OF DELIVERY: February 15, 2005
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Xxxxxx Xxx
00000 Xxxxxxxx Xxx
Xxxxxx, XX 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
Credit Suisse First Boston LLC
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxx
Xxxxxx Brothers Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxx Xxxxxxxx
SCHEDULE II-3
