EXHIBIT 1.2
PRICING AGREEMENT
CREDIT SUISSE FIRST BOSTON LLC
ELEVEN MADISON AVENUE
NEW YORK, NEW YORK 10010-3629
XXXXXX XXXXXXX & CO. INCORPORATED
0000 XXXXXXXX, 0XX XXXXX
XXX XXXX, XXX XXXX 00000
X.X. XXXXXX SECURITIES INC.
000 XXXX XXXXXX
00XX XXXXX
XXX XXXX, XXX XXXX 00000
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
XXX XXXXX XXXXXX
XXXXXX X00 0XXX BEHALF OF ITSELF AND AS THE REPRESENTATIVE OF FORTIS BANK NV
AND
X.X. XXXXXX SECURITIES LTD.
000 XXXXXX XXXX
XXXXXX XX0X 0XX
MAY 8, 2003
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 May 8, 2003 (the
"Underwriting Agreement"), between the Company and Xxxxxx Xxx, on the one hand,
and Credit Suisse First Boston LLC, Credit Suisse First Boston (Europe) Limited,
X.X. Xxxxxx Securities Inc., X.X. Xxxxxx Securities Ltd. 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 April 24, 2003
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 May 1, 2003 (the "Indenture"), among the Trust, the
Eligible Lender Trustee and The Bank of New York, as trustee (the "Indenture
Trustee").
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 principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto, less the principal
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 May 20, 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) collateralized
by, or any securities evidencing an ownership in, Student Loans, other than any
auction rate securities on their respective auction dates, 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
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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 Notes in circumstances in which
section 21(1) of the FSMA does not apply to the Company; 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. The Company represents and agrees that it has been informed of
the existence of the FSA stabilizing guidance contained in Section MAR 2, Xxx 2G
of the FSA Handbook (the Handbook of rules and guidance issued by the Financial
Services Authority).
Credit Suisse First Boston (Europe) Limited, in its capacity as UK
Stabilizing Manager, may, to the extent permitted by applicable laws, over-allot
and effect transactions in any over-the-counter market or otherwise in
connection with the distribution of the Class A-5 Student Loan-Backed Notes (the
"Euro Notes") with a view to supporting the market price of the Euro Notes at
levels higher than those which might otherwise prevail in the open market, but
in doing so it shall not act as agent of the Company and any loss resulting from
over-allotment or stabilization will be borne, and any profit arising from them
shall be retained, by the UK Stabilizing Manager or, as the case may be, the
Underwriters in the manner agreed among them. The Underwriters acknowledge that
the Company has not authorized the issue of Euro Notes in a principal amount
exceeding Euro 638,000,000.
Each Underwriter further represents and agrees that it understands that the
Seller has not taken any action, or will take any action, that would permit a
public offering of the Notes in any country or jurisdiction other than in the
United States, where action for that purpose is required, and the Notes shall
not be offered or sold, directly or indirectly, and neither the Prospectus nor
any circular, prospectus, form of application, advertisement or other material
may be distributed in or from or published in any such country or jurisdiction,
except under circumstances that will result in compliance with any applicable
laws and regulations.
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 Xxx. 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 pertaining to the
dollar denominated Notes or an Agreement among the Underwriters pertaining to
the Euro Notes, as applicable, a form of which shall be submitted to the Company
and Xxxxxx Mae for examination
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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
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Accepted as of the date hereof:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ XXXXXXXX XXXXX
Name: Xxxxxxxx Xxxxx
Title: Director
X.X. XXXXXX SECURITIES INC.
By: /s/ XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Vice President
X.X. XXXXXX SECURITIES LTD.
By: /s/ XXXX XXXXXXX
Name: Xxxx Xxxxxxx
Title: Vice President
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ XXXX XXXXXXXXX
Name: Xxxx XxXxxxxxx
Title: Managing Director
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
By: /s/ XXXXXX XXXXXXXXX
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Signatory
On behalf of itself and Fortis Bank NV
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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
Credit Suisse First Boston LLC $ 81,334,000 $ 104,458,000 $ 110,694,000 $ 117,561,000 EURO 0
Credit Suisse First Boston (Europe) Limited $ 0 $ 0 $ 0 $ 0 EURO 187,667,000
X.X. Xxxxxx Securities Inc. $ 41,369,000 $ 53,130,000 $ 56,302,000 $ 59,795,000 EURO 0
X.X. Xxxxxx Securities Limited $ 0 $ 0 $ 0 $ 0 EURO 187,666,000
Xxxxxx Xxxxxxx & Co. Incorporated $ 100,979,000 $ 129,686,000 $ 137,428,000 $ 145,955,000 EURO 187,667,000
Fortis Bank NV $ 0 $ 0 $ 0 $ 0 EURO 75,000,000
TOTAL $ 223,682,000 $ 287,274,000 $ 304,424,000 $ 323,311,000 EURO 638,000,000
============= ============= ============= ============= ================
UNDERWRITER CLASS A-6 CLASS A-7 CLASS A-8 CLASS A-9 CLASS B
Credit Suisse First Boston LLC $ 100,000,000 $ 0 $ 0 $ 0 $ 0
Credit Suisse First Boston (Europe) Limited $ 0 $ 0 $ 0 $ 0 $ 0
X.X. Xxxxxx Securities Inc. $ $ 100,000,000 $ 100,000,000 $ 35,200,000 $ 68,250,000
X.X. Xxxxxx Securities Limited $ 0 $ 0 $ 0 $ 0 $ 0
Xxxxxx Xxxxxxx & Co. Incorporated $ 0 $ 0 $ 0 $ 0 $ 0
Fortis Bank NV $ 0 $ 0 $ 0 $ 0 $ 0
TOTAL $ 100,000,000 $ 100,000,000 $ 100,000,000 $ 35,200,000, $ 68,250,000
============= ============= ============= ============= ================
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")
Auction Rate Class A-6 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-6")
Auction Rate Class A-7 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-7")
Auction Rate Class A-8 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-8")
Auction Rate Class A-9 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-9")
Auction Rate Class B Student Loan-Backed Notes
(for purposes of this Schedule II, "Class B")
AGGREGATE PRINCIPAL AMOUNT OF EACH CLASS:
Class A-1: $ 223,682,000
Class A-2: $ 287,274,000
Class A-3: $ 304,424,000
Class A-4: $ 323,311,000
Class A-5: EURO 638,000,000
Class A-6: $ 100,000,000
Class A-7: $ 100,000,000
Class A-8: $ 100,000,000
Class A-9: $ 35,200,000
Class B: $ 68,250,000
PRICE TO PUBLIC OF EACH CLASS:
Class A-1: 100.00%
Class A-2: 100.00%
Class A-3: 100.00%
Class A-4: 100.00%
Class A-5: 100.00%
Class A-6: 100.00%
Class A-7: 100.00%
Class A-8: 100.00%
Class A-9: 100.00%
Class B: 100.00%
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 A-5: 99.650%
Class A-6: 99.800%
Class A-7: 99.800%
Class A-8: 99.800%
Class A-9: 99.800%
Class B: 99.600%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of May 1, 2003, among The Bank of New York, as
Indenture Trustee, the SLM Student Loan Trust 2003-5, and Chase Manhattan Bank
USA, National Association, as Eligible Lender Trustee.
MATURITY:
Class A-1: September 2009 Distribution Date
Class A-2: December 2012 Distribution Date
Class A-3: December 2015 Distribution Date
Class A-4: December 2018 Distribution Date
Class A-5: June 2024 Distribution Date
Class A-6: June 2030 Distribution Date
Class A-7: June 2030 Distribution Date
Class A-8: June 2030 Distribution Date
Class A-9: June 2030 Distribution Date
Class B: September 2039 Distribution Date
INTEREST RATE:
Class A-1: interpolated 3/4-month LIBOR* plus 0.01%
Class A-2: interpolated 3/4-month LIBOR* plus 0.03%
Class A-3: interpolated 3/4-month LIBOR* plus 0.10%
Class A-4: interpolated 3/4-month LIBOR* plus 0.21%
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Class A-5: interpolated 3/4-month EURIBOR* plus 0.27%
Class A-6: auction rate
Class A-7: auction rate
Class A-8: auction rate
Class A-9: auction rate
Class B: auction rate
----------
* As to initial Accrual Period; thereafter, Three-month LIBOR or
EURIBOR, as applicable.
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC), except for Class A-5 Notes,
which are Euroclear
TIME OF DELIVERY: May 20, 2003
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: Credit Suisse First Boston LLC
Address for Notices, etc.: Credit Suisse First Boston LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Xxxxxxxx Xxxxx
Designated Representatives: Credit Suisse First Boston (Europe) Limited
Address for Notices, etc.: Credit Suisse First Boston (Europe) Limited
One Xxxxx Xxxxxx
Xxxxxx XX X00 0XX
Attn: Xxxxxx Xxxxxxxxx
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