Exhibit 1.2
Pricing Agreement
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X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx, 0/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the several
Underwriters named on Schedule I hereto
November 27, 2001
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 27, 2001 (the
"Underwriting Agreement"), between the Company and Xxxxxx Xxx, on the one hand,
and X.X. Xxxxxx Securities Inc. 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 December 1, 2001 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 December 1, 2001 (the
"Indenture"), between the Trust and Bankers Trust Company, 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 December 12, 2001,
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 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 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 to a person who is of a kind described
in article 11(3) of the Financial Services Xxx 0000 (Investment
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Advertisements) (Exemptions) Order 1996 or is a person to whom such document may
otherwise lawfully be issued or passed on.
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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/ J. XXXXX XXXXXX
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Name: J. Xxxxx Xxxxxx
Title: President
Student Loan Marketing Association
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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Accepted as of the date hereof:
X.X. Xxxxxx Securities Inc.
By: /s/ X.X. Xxxxxx Securities Inc.
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Name:
Title:
Xxxxxx Xxxxxxx & Co. Incorporated
By: /s/ XXXXXX XXXXXXX & CO. INCORPORATED
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Name:
Title:
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SCHEDULE I
Amount of Designated Securities to be Purchased
Underwriter Class A-1 Class A-2 Class B
X.X. Xxxxxx Securities Inc. $142,750,000 $105,250,000 $ 7,670,500
Xxxxxx Xxxxxxx & Co. Incorporated $142,750,000 $105,250,000 $ 7,670,500
Banc One Capital Markets, Inc. $142,750,000 $105,250,000 $ 7,670,500
Credit Suisse First Boston Corporation $142,750,000 $105,250,000 $ 7,670,500
First Union Securities, Inc. $142,750,000 $105,250,000 $ 7,670,500
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $142,750,000 $105,250,000 $ 7,670,500
Total $856,500,000 $631,500,000 $46,023,000
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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-1L")
Floating Rate Class A-2 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-2L")
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: $856,500,000
Class A-2: $631,500,000
Class B: $ 46,023,000
Price to Public of each Class:
Class A-1: 100.00%
Class A-2: 100.00%
Class B: 100.00%
Purchase Price by Underwriters of each Class:
Class A-1: 99.815%
Class A-2: 99.750%
Class B: 99.700%
Specified funds for payment of purchase price: Same Day Funds
Indenture: Indenture, dated as of December 1, 2001, among Bankers Trust Company,
as Indenture Trustee, the SLM Student Loan Trust 2001-4, and Chase Manhattan
Bank USA, National Association, as Eligible Lender Trustee.
Maturity:
Class A-1: January 2011 Distribution Date
Class A-2: April 2017 Distribution Date
Class B: January 2021 Distribution Date
Interest Rate:
Class A-1: interpolated 1.5-month LIBOR* plus 0.05%
Class A-2: interpolated 1.5-month LIBOR* plus 0.14%
Class B: interpolated 1.5-month LIBOR* plus 0.50%
________________
* As to initial Accrual Period; thereafter, Three-month LIBOR.
Form of Designated Securities: Book-Entry (DTC)
Time of Delivery: December 12, 2001
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 a swap agreement (the
"Swap Agreement") with Student Loan Marketing Association (the "Swap
Counterparty").
2. The following paragraph is hereby added to Section 7 of the
Underwriting Agreement:
(n) The Swap Agreement shall have been entered into by the Trust
and the Swap Counterparty, 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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