Pricing Agreement
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Xxxxxx Xxxxxxx & Co. Incorporated
As Representatives of the several
Underwriters named on Schedule I hereto,
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 10, 1998
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 June 10, 1998 (the
"Underwriting Agreement"), between the Company and Xxxxxx Xxx, on the one hand,
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
June 1, 1998 between the Company and Chase Manhattan Bank Delaware, 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.
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 June 18, 1998, 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) (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
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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 M.E. Xxxxxx, Jr.
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Name:
Title:
Student Loan Marketing Association
By: /s/ Xxxxxx Xxxxxxxxxx
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Name:
Title:
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Accepted as of the date hereof:
Xxxxxx Xxxxxxx & Co. Incorporated
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Principal
On behalf of each of the Underwriters
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SCHEDULE I
Amount of Designated Securities to be Purchased
Underwriter Certificates
Xxxxxx Xxxxxxx & Co. Incorporated $ 15,108,000
Education Securities, Inc. $ 15,107,000
Xxxxxxx, Sachs & Co. $ 15,107,000
X.X. Xxxxxx Securities Inc. $ 15,107,000
Xxxxxx Brothers Inc. $ 15,107,000
Xxxxxxx Lynch, Pierce, Xxxxxx & $ 15,107,000
Xxxxx Incorporated
Xxxxxxx Xxxxx Barney $ 15,107,000
Total $105,750,000
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SCHEDULE II
Title of each Class of Designated Securities:
Floating Rate Student Loan-Backed Certificates
Aggregate amount of Designated Securities: $105,750,000
Price to Public per Certificate: 100.00%
Purchase Price by Underwriters per Certificate:
$105,750,000 of Floating Rate Student Loan-Backed Certificates: 99.650%
Specified funds for payment of purchase price: Same Day Funds
Trust Agreement: Trust Agreement, dated June 1, 1998, among SLM Funding
Corporation, as Seller, and Chase Manhattan Bank Delaware, as Eligible Lender
Trustee
Maturity: July 2016 Distribution Date
Return Rate: T-Xxxx Rate plus 0.95%
Form of Designated Securities: Book-Entry (DTC)
Time of Delivery: June 18, 1998
Closing location for delivery of Designated Securities:
Student Loan Marketing Association
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, XX 00000
Names and addresses of Representatives:
Designated Representatives: Xxxxxx Xxxxxxx & Co. Incorporated
Address for Notices, etc.: Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxx
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