Exhibit 1.2
Pricing Agreement
X.X. Xxxxxx Securities Inc.
As Representatives of the several
Underwriters named on Schedule I hereto,
x/x 00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 4, 1997
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
September 4, 1997 (the "Underwriting Agreement"), between the Company and Xxxxxx
Xxx, on the one hand, and X.X. Xxxxxx Securities Inc., on the other hand, that
the Company will cause the trust (the "Trust") formed pursuant to the Trust
Agreement dated as of September 1, 1997 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 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
September 11, 1997, 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/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President and Chief
Financial Officer
Student Loan Marketing Association
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Treasurer
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Accepted as of the date hereof:
X.X. Xxxxxx Securities Inc.
By: /s/ Xxxxx Xxxxxxx
---------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
On behalf of each of the Underwriters
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SCHEDULE I
Amount of Designated Securities to be Purchased
Underwriter Certificates
----------- ------------
X.X. Xxxxxx Securities Inc. $15,150,000
Deutsche Xxxxxx Xxxxxxxx Inc. $15,000,000
Education Securities, Inc $15,000,000
Xxxxxx Brothers Inc. $15,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & $15,000,000
Xxxxx Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated $15,000,000
-----------
Total $90,150,000
===========
SCHEDULE II
Title of each Class of Designated Securities:
Floating Rate Student Loan-Backed Certificates
Aggregate amount of Designated Securities: $90,150,000
Price to Public per Certificate: 100.00%
Purchase Price by Underwriters per Certificate:
$90,150,000 of Floating Rate Student Loan-Backed Certificates: 99.6315%
Specified funds for payment of purchase price: Same Day Funds
Trust Agreement: Trust Agreement, dated September 1, 1997, among SLM Funding
Corporation, as Seller, and Chase Manhattan Bank USA, National Association, as
Eligible Lender Trustee
Maturity: October 2012 Distribution Date
Return Rate: T-Xxxx Rate plus 0.83%
Form of Designated Securities: Book-Entry (DTC)
Time of Delivery: September 11, 1997
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: X.X. Xxxxxx Securities Inc.
Address for Notices, etc.: X.X. Xxxxxx Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: XxxxxXxx Xxxxxxx
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