Pricing Agreement
Exhibit 1.2
September 8, 2005
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the several
Underwriters named in Schedule I hereto
Underwriters named in Schedule I hereto
Ladies and Gentlemen:
SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education
Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated August 3, 2005 (the “Underwriting
Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and Deutsche Bank
Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as representatives of the
several underwriters named in Schedule I hereto, on the other hand, that the Company, (i) having
caused the formation of the trust (the “Trust”) pursuant to a trust agreement, dated as of July 29,
2005 (the “Initial Trust Agreement”), between the Company and Chase Bank USA, National Association,
as eligible lender trustee (the “Eligible Lender Trustee”), will cause the Initial Trust Agreement
to be amended and restated by an Amended and Restated Trust Agreement, dated as of the Time of
Delivery, among the Company, the Eligible Lender Trustee and the Indenture Trustee (defined below)
and (ii) will 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
September 1, 2005 (the “Indenture”), among the Trust, the Eligible Lender Trustee and Deutsche Bank
Trust Company Americas, 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 Pricing 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 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 the Time of Delivery, the Company agrees, and SLM ECFC
agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer,
sell or contract to sell, or otherwise dispose of, securities substantially similar to the
Designated 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, as amended; (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, within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (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 Trust; 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.
If the foregoing is in accordance with your understanding, please sign and return to us
nine counterparts hereof, and upon acceptance hereof by you, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated herein
-2-
by reference, shall constitute a binding agreement between each of the Underwriters and the
Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter 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, SLM ECFC and SLM Corporation for examination upon request,
but without warranty on the part of the Underwriters 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 | ||||||
SLM Education Credit Finance Corporation | ||||||
By: | /S/ XXXX X. XXXXXX | |||||
Name: Xxxx X. Xxxxxx | ||||||
Title: Vice President | ||||||
Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: | ||||||
SLM Corporation | ||||||
By: | /S/ J. XXXXX XXXXXX | |||||
Name: J. Xxxxx Xxxxxx | ||||||
Title: Senior Vice President |
Accepted as of the date hereof: | ||||
Deutsche Bank Securities Inc. | ||||
By:
|
/S/ XXXXX X. XXXXXX | |||
Name: Xxxxx X. Xxxxxx | ||||
Title: Director | ||||
By:
|
/S/ XXXXXXX X’XXXXX | |||
Name: Xxxxxxx X’Xxxxx |
||||
Title: Vice President | ||||
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated | ||||
By:
|
/S/ XXXXXXXX X. XXXX | |||
Name: Xxxxxxxx X. Xxxx |
||||
Title: Authorized Signatory | ||||
as Representatives of the Underwriters |
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 | Class B | Total | |||||||||||||||||||||
Deutsche Bank Securities Inc. |
$ | 162,400,000 | $ | 80,834,000 | $ | 50,000,000 | $ | 67,800,000 | $ | 85,000,000 | $ | 12,957,000 | $ | 458,991,000 | ||||||||||||||
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated |
162,400,000 | 80,834,000 | 50,000,000 | 67,799,000 | 85,000,000 | 12,958,000 | 458,991,000 | |||||||||||||||||||||
ABN AMRO Incorporated |
162,400,000 | 80,833,000 | 50,000,000 | 67,798,000 | 85,000,000 | 12,958,000 | 458,989,000 | |||||||||||||||||||||
Banc of America Securities LLC |
162,400,000 | 80,833,000 | 50,000,000 | 67,798,000 | 85,000,000 | 12,958,000 | 458,989,000 | |||||||||||||||||||||
Barclays Capital Inc. |
162,400,000 | 80,833,000 | 50,000,000 | 67,798,000 | 85,000,000 | 12,958,000 | 458,989,000 | |||||||||||||||||||||
UBS Securities LLC |
0 | 80,833,000 | 50,000,000 | 67,798,000 | 85,000,000 | 12,958,000 | 296,589,000 | |||||||||||||||||||||
Total |
$ | 812,000,000 | $ | 485,000,000 | $ | 300,000,000 | $ | 406,791,000 | $ | 510,000,000 | $ | 77,747,000 | $ | 2,591,538,000 | ||||||||||||||
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”) | ||||
Reset Rate Class A-4 Student Loan-Backed Notes | ||||
(for purposes of this Schedule II, “Class A-4”) | ||||
Reset Rate Class A-5 Student Loan-Backed Notes | ||||
(for purposes of this Schedule II, “Class A-5”) | ||||
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: |
$ | 812,000,000 | ||
Class A-2: |
$ | 485,000,000 | ||
Class A-3: |
$ | 300,000,000 | ||
Class A-4: |
$ | 406,791,000 | ||
Class A-5: |
$ | 510,000,000 | ||
Class B: |
$ | 77,747,000 |
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 B: |
100.00 | % |
SCHEDULE II-1
Purchase Price by Underwriters of each Class:
Class A-1: |
99.825 | % | ||
Class A-2: |
99.795 | % | ||
Class A-3: |
99.760 | % | ||
Class A-4: |
99.825 | % | ||
Class A-5: |
99.725 | % | ||
Class B: |
99.700 | % |
Specified
funds for payment of purchase price: Immediately Available Funds
|
Indenture: Indenture, dated as of September 1, 2005, among Deutsche Bank Trust Company Americas, as
Indenture Trustee, the SLM Student Loan Trust 2005-8, and Chase Bank USA, National Association, as
Eligible Lender Trustee.
Maturity: | ||||
Class A-1: | July 2018 Distribution Date | |||
Class A-2: | July 2022 Distribution Date | |||
Class A-3: | October 2024 Distribution Date | |||
Class A-4: | January 2028 Distribution Date | |||
Class A-5: | January 2040 Distribution Date | |||
Class B: | January 2040 Distribution Date | |||
Interest Rate: | ||||
Class A-1: | interpolated four/five-month LIBOR * plus 0.00% | |||
Class A-2: | interpolated four/five-month LIBOR * plus 0.09% | |||
Class A-3: | interpolated four/five-month LIBOR * plus 0.11% | |||
Class A-4: | 4.25% | |||
Class A-5: | interpolated four/five-month LIBOR * plus 0.17% | |||
Class B: | interpolated four/five-month LIBOR * plus 0.31% |
* | As to initial Accrual Period; thereafter, Three-month LIBOR. |
SCHEDULE II-2
Form of Designated Securities:
|
Book-Entry (DTC, Clearstream, Luxembourg and/or Euroclear) | |
Time of Delivery:
|
September 20, 2005 |
Closing location for delivery of Designated Securities:
Xxxxxx Xxx
00000 Xxxxxxxx Xxx
Xxxxxx, XX 00000
00000 Xxxxxxxx Xxx
Xxxxxx, XX 00000
Names and addresses of Representatives:
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
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 an interest rate swap agreement (the “Swap Agreement”) with
Deutsche Bank AG London Branch (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
SCHEDULE II-3
delivered thereunder to them at or before the Time of Delivery, and a copy of each
certificate required to be delivered thereunder to them at or before the Time of Delivery.
SCHEDULE II-4