Exhibit 1.2
PRICING AGREEMENT
July 9, 2003
Credit Suisse First Boston LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the several Underwriters named on Schedule I hereto
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 July
9, 2003 (the "Underwriting Agreement"), between the Company and Xxxxxx Xxx, on
the one hand, and Credit Suisse First Boston LLC, X.X. Xxxxxx Securities Inc.
and Xxxxxx Xxxxxxx & Co. Incorporated, on the other hand, that the Company has
formed the trust (the "Trust") pursuant to the trust agreement (the "Trust
Agreement"), dated as of July 1, 2003, as amended by the amended and restated
trust agreement, dated as of July 22, 2003, among the Company, Chase Manhattan
Bank USA, National Association, as 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 July 1,
2003 (the "Indenture"), between The Bank of New York, 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 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 July 22,
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; (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
any notes in circumstances in which section 21(1) of the FSMA does not apply to
the issuer; 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, 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 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:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ XXX XXXXXXX
Name: Xxx Xxxxxxx
Title: Chairman of ABS Debt Financing
X.X. XXXXXX SECURITIES INC.
By: /s/ XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Vice President
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
Credit Suisse First Boston LLC $ 89,952,000 $ 98,722,000 $120,837,000 $103,693,000 $ 25,329,000
X.X. Xxxxxx Securities Inc. $ 89,952,000 $ 98,722,000 $120,837,000 $103,693,000 $ 25,328,000
Xxxxxx Xxxxxxx & Co. Incorporated $ 89,953,000 $ 98,721,000 $120,837,000 $103,693,000 $ 25,328,000
TOTAL $269,857,000 $296,165,000 $362,511,000 $311,079,000 $ 75,985,000
============ ============ ============ ============ ============
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: $269,857,000
Class A-2: $296,165,000
Class A-3: $362,511,000
Class A-4: $311,079,000
Class B: $ 75,985,000
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: 99.830%
Class A-2: 99.800%
Class A-3: 99.775%
Class A-4: 99.750%
Class B: 99.600%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of July 1, 2003, among The Bank of New York, as
Indenture Trustee, the SLM Student Loan Trust 2003-7, and Chase Manhattan Bank
USA, National Association, as Eligible Lender Trustee.
SCHEDULE II - 1
MATURITY:
Class A-1: September 2010 Distribution Date
Class A-2: September 2013 Distribution Date
Class A-3: September 2016 Distribution Date
Class A-4: March 2019 Distribution Date
Class B: September 2039 Distribution Date
INTEREST RATE:
Class A-1: interpolated 1/2 month LIBOR* plus 0.01%
Class A-2: interpolated 1/2 month LIBOR* plus 0.03%
Class A-3: interpolated 1/2 month LIBOR* plus 0.11%
Class A-4: interpolated 1/2 month LIBOR* plus 0.20%
Class B: interpolated 1/2 month LIBOR* plus 0.57%
--------------
* As to initial Accrual Period; thereafter, Three-month LIBOR.
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC)
TIME OF DELIVERY: July 22, 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:
Credit Suisse First Boston LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxx
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx XxXxxxxx
and
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxx
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxx xx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxx
ADDRESS FOR NOTICES, ETC.:
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
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 one or more
cross-currency swaps (the "CURRENCY SWAP") with CDC IXIS Capital
Markets, acting through its London branch, and the Trust will enter
into an interest rate cap agreement (together with the Currency Swap,
the "SWAP
SCHEDULE II - 3
AGREEMENTS") with Student Loan Marketing Association (together with the
Currency Swap Counterparty, 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 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 Purchase
Agreement dated the date hereof among the Underwriters and the other initial
purchasers as "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
