1
EXHIBIT 1.1
STUDENT LOAN FUNDING 1999-A/B TRUST
$525,000,000 STUDENT LOAN ASSET-BACKED NOTES
UNDERWRITING AGREEMENT
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October 27, 1999
XXXXXXX XXXXX XXXXXX INC.
As Representative of the
several Underwriters named herein
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Student Loan Funding Resources, Inc., an Ohio corporation, as master
servicer of the Financed Student Loans (as defined below) ("Resources"), and as
administrator of the business activities of the Depositor (as defined below),
has caused the Depositor to form a trust known as the Student Loan Funding
1999-A/B Trust (the "Trust") under the laws of the State of Delaware to which
the Depositor will transfer the Financed Student Loans (as defined below), and
Resources and the Depositor propose to cause the Trust to sell to the
underwriters named in Schedule I hereto (collectively, the "Underwriters" and
each individually an "Underwriter"), for whom you (the "Representative") are
acting as representative, pursuant to the terms of this Underwriting Agreement,
Student Loan Asset-Backed Notes in the following series and initial principal
amounts: $75,000,000 Series 1999A-1 Senior Auction Rate Callable Notes (the
"Series 1999A-1 Notes"), $75,000,000 Series 1999A-2 Senior Auction Rate Callable
Notes (the "Series 1999A-2 Notes"), $75,000,000 Series 1999A-3 Senior Auction
Rate Callable Notes (the "Series 1999A-3 Notes"), $100,000,000 Series 1999A-4
Senior Auction Rate Callable Notes (the "Series 1999A-4 Notes"), $75,000,000
Series 1999A-5 Senior Auction Rate Callable Notes (the "Series 1999A-5 Notes"),
$95,000,000 Series 1999A-6 Senior Auction Rate Callable Notes (the "Series
1999A-6 Notes" and together with the Series 1999A-1 Notes, Series 1999A-2 Notes,
Series 1999A-3 Notes, Series 1999A-4 Notes and Series 1999A-5 Notes, the "Series
1999A Notes") and $30,000,000 Series 1999B-1 Subordinate Auction Rate Callable
Notes (the "Series 1999B-1 Notes" and together with the Series 1999A Notes, the
"Notes"). Firstar Bank, National Association, a national banking association
formed under the laws of the United States, acts as eligible lender trustee (the
"Depositor ELT") on behalf of Student Loan Funding Riverfront LLC, a Delaware
limited liability company (the "Depositor") and on behalf of the Trust (the
"Trust ELT"). The Trust has been formed pursuant to a Trust Agreement, dated as
October 1, 1999 (the "Trust Agreement") by and among the Depositor, First Union
Trust Company, National Association, a national banking association formed under
the laws of the United States, as Owner Trustee, and Firstar Bank,
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National Association, as Trust ELT and Co-owner Trustee. On or before the
Closing Date, the Financed Student Loans will have been acquired by the
Depositor from a variety of sources, including one or more affiliates of the
Depositor and third parties. On the Closing Date, the Financed Student Loans
will have been transferred to the Trust ELT by the Depositor. The Notes will be
issued under an Indenture of Trust dated as of October 1, 1999, as supplemented
from time to time, and the related Terms Supplement dated as of October 1, 1999
(collectively, the "Indenture") among the Co-owner Trustee, the Trust ELT and
Firstar Bank, National Association, a national banking association formed under
the laws of the United States, as indenture trustee (the "Indenture Trustee").
Upon issuance, the Notes will be secured by, among other things, Financed
Student Loans pledged to the Indenture Trustee and described in the Prospectus
(as defined in Section 3 below). This Agreement, the Transfer and Sale Agreement
dated as of October 1, 1999 (the "Transfer and Sale Agreement") among the
Depositor, the Depositor ELT, the Trust, the Co-Owner Trustee and the Trust ELT;
the Master Servicing Agreement dated as of October 1, 1999 (the "Master
Servicing Agreement") between the Co-owner Trustee on behalf of the Trust and
the Master Servicer, the Indenture and the Trust Agreement shall collectively
hereinafter be referred to as the "Basic Documents." Capitalized terms used
herein without definition shall have the meanings ascribed to them in the
Indenture.
1. PURCHASE, SALE AND DELIVERY OF THE NOTES.
(a) On the basis of the representations, warranties and agreements herein
contained, but subject to the terms and conditions herein set forth, Resources
and the Depositor jointly and severally agree to cause the Trust to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Trust: the Series 1999A-1 Notes, at a purchase price of 99.675% of the
principal amount of the Series 1999A-1 Notes; the Series 1999A-2 Notes, at a
purchase price of 99.675% of the principal amount of the Series 1999A-2 Notes;
the Series 1999A-3 Notes, at a purchase price of 99.675% of the principal amount
of the Series 1999A-3 Notes; the Series 1999A-4 Notes, at a purchase price of
99.675% of the principal amount of the Series 1999A-4 Notes; the Series 1999A-5
Notes, at a purchase price of 99.675% of the principal amount of the Series
1999A-5 Notes; the Series 1999A-6 Notes, at a purchase price of 99.675% of the
principal amount of the Series 1999A-6 Notes; and the Series 1999B-1 Notes at a
purchase price of 99.675% of the principal amount of the Series 1999B-1 Notes,
the respective principal amounts of each Series of Notes set forth opposite the
names of the Underwriters in Schedule I hereto. The Notes will bear interest at
the rates as set forth in Schedule I.
(b) No later than 12:00 noon, Cincinnati time, on October 28, 1999, or at
such other time or on such earlier or later date as shall have been mutually
agreed upon by the Depositor and the Representative, the Depositor shall
deliver, or cause to be delivered the Notes to the Indenture Trustee to be held
in its custody pursuant to a FAST delivery arrangement with and on behalf of The
Depository Trust Company ("DTC") which Notes shall be in form satisfactory to
the Representative duly executed by the Co-owner Trustee on behalf of the Trust,
and shall deliver a specimen copy of each executed and authenticated Note to the
Representative together with the
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other documents hereinafter mentioned; and the Representative shall accept such
delivery for the respective accounts of the Underwriters and the Underwriters
shall pay the purchase price of the Notes as set forth in Schedule I by wire
transfer in clearinghouse funds to the Indenture Trustee for the account of the
Depositor. Such payment and delivery is herein called the "Closing," and the
date of the Closing is herein called the "Closing Date." The Notes (one Note for
each series in the respective principal amount thereof unless otherwise required
by the rules and regulations of DTC) shall be made available to the
Representative for checking and delivery to the Indenture Trustee not less than
24 hours prior to the Closing at a place designated by the Representative. The
Notes may be typewritten and shall be registered in the name of Cede & Co. The
Depositor and the Co-Owner Trustee on behalf of the Trust will file with DTC a
DTC Letter of Representation, together with any rider and/or supplement thereto,
required by DTC to permit the Notes to be held in the custody of the Indenture
Trustee pursuant to a FAST delivery arrangement.
2. OFFERING BY THE UNDERWRITERS.
(a) It is understood that, after the Registration Statement becomes
effective, the Underwriters propose to offer the Notes for sale to the public
(which may include selected dealers) as set forth in the Prospectus. The
Underwriters agree not to offer or sell the Notes in any state or jurisdiction
where registration, qualification or any filing to effect any exemption is
required under such state's or jurisdiction's securities or Blue Sky laws,
except where, with the consent of the Depositor (which may be withheld in the
Depositor's sole discretion), such registration, qualification or filing has
been completed. The Underwriters agree that all offers and sales of the Notes
will be made in accordance with applicable federal and state securities laws and
regulations. To the extent the Underwriters engage in overallotment, stabilizing
transactions, syndicate covering transactions and penalty bids, the Underwriters
agree that such activities shall be in accordance with Regulation M under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) Each Underwriter severally represents and agrees that (i) it has not
offered or sold and will not offer or sell any Notes to persons in the United
Kingdom except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purpose 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; (ii) it
has complied and will comply with all applicable provisions of the Financial
Services Act of 1986 with respect to anything done by it in relation to the
Notes in, from or otherwise involving the United Kingdom; and (iii) 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 issue of the Notes 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 to a person to whom such
document may otherwise lawfully be issued, distributed or passed on.
3. REPRESENTATIONS AND WARRANTIES OF RESOURCES AND THE DEPOSITOR. Resources
and the Depositor represent and warrant to and agree with the Underwriters that:
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(a) A registration statement on Form S-3 (No. 333-64283), including a
prospectus and such amendments thereto as may have been required to the date
hereof, relating to the Notes and the offering thereof from time to time in
accordance with Rule 415 under the Securities Act of 1933, as amended (the
"Act") has been filed with the Securities and Exchange Commission (the "SEC")
and such registration statement, as amended, has become effective under the Act;
such registration statement, as amended, including all information (if any)
deemed to be a part of such registration statement as of the Effective Time (as
defined below), and including the exhibits thereto and any material incorporated
by reference therein, and the prospectus and prospectus supplement relating to
the sale of the Notes offered thereby constituting a part thereof, as amended or
supplemented including any prospectus filed under Rule 424(b) under the Act, are
respectively referred to herein as the "Registration Statement" and the
"Prospectus"; and the conditions to the use of a registration statement on Form
S-3 under the Act, as set forth in the General Instructions to Form S-3, and the
conditions of Rule 415 under the Act have been satisfied with respect to the
Registration Statement. For purposes of this Agreement, "Effective Time" means
(x) if the Depositor has advised the Representative that it does not propose to
amend the Registration Statement, the date and time as of which the Registration
Statement, or the most recent post-effective amendment thereto (if any) filed
prior to the execution and delivery of this Agreement, was declared effective by
the SEC, or (y) if the Depositor has advised the Representative that it proposes
to file an amendment or post-effective amendment to the Registration Statement,
the date and time as of which the Registration Statement, as amended by such
amendment or post-effective amendment, as the case may be, is declared effective
by the SEC. "Effective Date" means the date of the Effective Time.
(b) On the Effective Date and on the date of this Agreement, the
Registration Statement and the Prospectus, conformed and conform in all material
respects to the requirements of the Act, the rules and regulations of the SEC
(the "Rules and Regulations") and the Trust Indenture Act of 1939, as amended,
and the rules and regulations thereunder (the "Trust Indenture Act"), and in the
case of the Registration Statement, did not and does not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and,
in the case of the Prospectus, did not and does not include any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the foregoing does not apply to
statements in or omissions from the Registration Statement or the Prospectus
based upon written information furnished to the Depositor by any Underwriter
specifically for use therein.
4. REPRESENTATIONS AND WARRANTIES OF RESOURCES. Resources represents and
warrants to and agrees with the Underwriters that:
(a) The SEC has not issued and, to the best knowledge of Resources, is
not threatening to issue any order preventing or suspending the use of the
Registration Statement.
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(b) This Agreement has been duly authorized, executed and delivered by
Resources. The execution, delivery and performance of this Agreement and the
issuance and sale of the Notes and compliance with the terms and provisions
hereof will not result in a breach or violation of any of the terms and
provisions of, or constitute a default under, the organizational documents or
by-laws of Resources or any agreement or instrument to which Resources is a
party or by which Resources is bound or to which any of the properties of
Resources is subject which could reasonably be expected to have a material
adverse effect on the transactions contemplated herein.
(c) Resources is duly organized and validly existing as an Ohio corporation
with the power and authority to own its properties and to conduct its business
as such properties are currently owned and such business is presently conducted,
except for such power and authority the absence of which would not have a
material adverse effect on Resources or its ability to consummate the
transactions contemplated hereby.
(d) There are no legal or governmental proceedings pending or, to the
knowledge of Resources, threatened, against Resources, or to which Resources or
any of its properties is subject, of a character required to be disclosed in the
Prospectus that are not disclosed in the Prospectus.
(e) All authorizations, consents, orders or approvals of or registrations
or declarations with any court, regulatory body, administrative agency or other
government instrumentality required to be obtained, effected or given by
Resources in connection with the execution and delivery by Resources of this
Agreement and the performance by Resources of the transactions expressly
contemplated by this Agreement, have been duly obtained, effected or given and
are in full force and effect, except such as may be required by the blue sky
laws of any jurisdiction in connection with the sale and distribution of the
Notes for which no representation is being given.
(f) Resources has all requisite corporate power and authority to execute
and deliver this Agreement and carry out its terms.
(g) Resources is not required to register as an "investment company" under
the Investment Company Act of 1940, as amended (the "1940 Act") by reason of the
issuance of the Notes.
(h) The representations and warranties made by Resources in the Master
Servicing Agreement will be true and correct in all material respects on and as
of the Closing Date.
(i) Other than as contemplated by this Agreement or as disclosed in the
Prospectus, there is no broker, finder or other party that is entitled to
receive from Resources or any of its subsidiaries any brokerage or finder's fee
or other fee or commission as a result of any of the transactions contemplated
by this Agreement.
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5. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The Depositor
represents and warrants to and agrees with the Underwriters that:
(a) The SEC has not issued and, to the best knowledge of the Depositor,
is not threatening to issue any order preventing or suspending the use of the
Registration Statement.
(b) This Agreement has been duly authorized, executed and delivered by
the Depositor. The execution, delivery and performance of this Agreement and the
issuance and sale of the Notes and compliance with the terms and provisions
hereof will not result in a breach or violation of any of the terms and
provisions of, or constitute a default under, the organizational documents or
the operating agreement of the Depositor or any agreement or instrument to which
the Depositor is a party or by which the Depositor is bound or to which any of
the properties of the Depositor is subject which could reasonably be expected to
have a material adverse effect on the transactions contemplated herein.
(c) The Depositor is duly organized and validly existing as a Delaware
limited liability company with the power and authority to own its properties and
to conduct its business as such properties are currently owned and such business
is presently conducted, except for such power and authority the absence of which
would not have a material adverse effect on the Depositor or its ability to
consummate the transactions contemplated hereby.
(d) There are no legal or governmental proceedings pending or, to the
knowledge of the Depositor, threatened, against the Depositor, or to which the
Depositor or any of its properties is subject, of a character required to be
disclosed in the Prospectus that are not disclosed in the Prospectus.
(e) All authorizations, consents, orders or approvals of or
registrations or declarations with any court, regulatory body, administrative
agency or other government instrumentality required to be obtained, effected or
given by the Depositor in connection with the execution and delivery by the
Depositor of this Agreement and the performance by the Depositor of the
transactions expressly contemplated by this Agreement, have been duly obtained,
effected or given and are in full force and effect, except such as may be
required by the blue sky laws of any jurisdiction in connection with the sale
and distribution of the Notes for which no representation is being given.
(f) The Depositor has all requisite power and authority to execute and
deliver this Agreement and carry out its terms.
(g) The Depositor is not required to register as an "investment
company" under the Investment Company Act of 1940, as amended (the "1940 Act")
by reason of the issuance of the Notes.
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(h) The representations and warranties made by the Depositor in the
Transfer and Sale Agreement will be true and correct in all material respects on
and as of the Closing Date.
(i) Other than as contemplated by this Agreement or as disclosed in the
Prospectus, there is no broker, finder or other party that is entitled to
receive from the Depositor or any of its subsidiaries any brokerage or finder's
fee or other fee or commission as a result of any of the transactions
contemplated by this Agreement.
6. AGREEMENTS OF RESOURCES AND THE DEPOSITOR. Resources and the
Depositor each agree with the Underwriters as follows:
(a) Immediately following the execution of this Agreement, the Depositor
will pursuant to Rule 424(b) prepare and file a prospectus supplement, properly
completed, with the SEC. The Depositor will advise the Representative promptly
of any such filing. The Depositor will advise the Representative promptly of any
proposal to amend or supplement the Registration Statement or the Prospectus and
will not effect such amendment or supplement without the consent of the
Representative prior to the Closing Date, and thereafter will not effect any
such amendment or supplement relating to or affecting the Notes to which the
Representative reasonably objects; provided, however, except for the Current
Report on Form 8-K described in Section 6(m), no consent of the Representative
shall be required in connection with any filing made pursuant to the Exchange
Act and the rules and regulations promulgated thereunder; the Depositor will
also advise the Representative promptly of any request by the SEC for any
amendment of or supplement to the Registration Statement or the Prospectus or
for any additional information; and the Depositor will also advise the
Representative promptly of the effectiveness of the Registration Statement and
of any amendment or supplement to the Registration Statement or the Prospectus
and of the issuance by the SEC of any stop order suspending the effectiveness of
the Registration Statement or the institution or known threat of any proceeding
for that purpose and the Depositor will use its best efforts to prevent the
issuance of any such stop order and to obtain as soon as possible the lifting of
any issued stop order.
(b) If, at any time when the Prospectus relating to the Notes is required
to be delivered under the Act, any event occurs as a result of which such
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend or supplement
the Prospectus to comply with the Act or the Rules and Regulations, the
Depositor promptly will prepare and file with the SEC, an amendment or
supplement to such Prospectus that will correct such statement or omission or an
amendment that will effect such compliance.
(c) The Depositor will immediately inform the Representative (i) of the
receipt by Resources, the Depositor or the Trust of any communication from the
SEC or any state securities authority concerning the offering or sale of the
Notes and (ii) of the commencement of any lawsuit
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or proceeding to which Resources, the Depositor or the Trust is a party relating
to the offering or sale of the Notes; provided, however, with respect to the
Trust, the Trust has so informed the Depositor to the extent the Depositor did
not receive such communication provided in clause (i) or is not a party to the
lawsuit or proceeding as provided in clause (ii) and did not receive notice of
such lawsuit, and with respect to Resources, Resources has so informed the
Depositor to the extent the Depositor did not receive such communication
provided in clause (i) or is not a party to the lawsuit or proceeding as
provided in clause (ii) and did not receive notice of such lawsuit.
(d) The Depositor will furnish to the Underwriters, without charge, copies
of the Registration Statement (including all documents and exhibits thereto or
incorporated by reference therein), the Prospectus, and all amendments and
supplements to such documents relating to the Notes, in each case in such
quantities as the Underwriters may reasonably request.
(e) No amendment or supplement relating to or affecting the Notes will be
made to the Registration Statement or Prospectus unless the Representative shall
have previously been advised thereof and the Representative shall not have
reasonably objected thereto after being so advised; provided, however, after the
Closing Date, excluded from this provision shall be filings made pursuant to the
Exchange Act.
(f) Resources and the Depositor will cooperate with the Representative and
with its counsel in connection with the qualification of, or procurement of
exemptions with respect to, the Notes for offering and sale by the Underwriters
and by dealers under the securities or Blue Sky laws of such jurisdictions as
any Underwriter may designate and to which the Depositor shall consent (which
consent may be withheld in the Depositor's sole discretion) and, in such
jurisdictions, will file or cause the Trust to file such consents to service of
process or other documents necessary or appropriate in order to effect such
qualification or exemptions; provided that in no event shall Resources, the
Depositor or the Trust be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action which would
subject it to service of process in suits, other than those arising out of the
offering or sale of the Notes, in any jurisdiction where it is not now so
subject.
(g) Subject to Section 2, Resources, the Depositor and the Trust consent to
the use, in accordance with the securities or Blue Sky laws of such
jurisdictions in which the Notes are offered by the Underwriters and by dealers,
of the Prospectus furnished by the Depositor.
(h) To the extent, if any, that the rating or ratings provided with respect
to the Notes by the rating agency or agencies that initially rate a series of
Notes is conditional upon the furnishing of documents or the taking of any other
actions by Resources, the Depositor or the Trust, the Depositor shall cause to
be furnished such documents and such other reasonable actions to be taken.
(i) For two years from the Closing Date, the Depositor will furnish to the
Representative (i) as soon as available, a copy of each document relating to the
Trust or the Notes
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required to be filed with the SEC pursuant to the Exchange Act or any order of
the SEC thereunder, and (ii) such other information concerning Resources, the
Depositor or the Trust as the Representative may reasonably request from time to
time insofar as such information reasonably relates to the Registration
Statement or the transactions contemplated by the Basic Documents.
(j) If this Agreement shall terminate or shall be terminated after
execution and delivery pursuant to any provisions hereof (otherwise than by
notice given by an Underwriter terminating this Agreement pursuant to Section 10
or Section 11 hereof) or if this Agreement shall be terminated by the
Representative because of any failure or refusal on the part of Resources or the
Depositor to comply with the terms or fulfill any of the conditions of this
Agreement, Resources agrees to reimburse the Underwriters for all out-of-pocket
expenses (including reasonable fees and expenses of their counsel) reasonably
incurred in connection herewith. In no event shall Resources, the Depositor or
the Trust be liable to the Underwriters for loss of anticipated profits from the
transactions contemplated by this Agreement.
(k) The net proceeds from the sale of the Notes hereunder will be applied
substantially in accordance with the description set forth in the Prospectus.
(l) Except as stated in this Agreement and in the Prospectus, neither
Resources nor the Depositor has taken, nor will it take, directly or indirectly,
any action designed to or that might reasonably be expected to cause or result
in stabilization or manipulation of the price of the Notes to facilitate the
sale or resale of the Notes; it being understood and agreed that no such action
by any Underwriter shall be deemed an action of Resources or the Depositor.
(m) For the period beginning on the date of this Agreement and ending 90
days after the Closing Date, Resources, the Depositor and any trust originated,
directly or indirectly, by Resources or the Depositor will not, without the
prior written consent of the Representative, offer to sell or sell notes (other
than the Notes) collateralized by, or certificates evidencing an ownership
interest in, student loans.
7. INDEMNIFICATION AND CONTRIBUTION. (a) Resources and the Depositor agree
to jointly and severally indemnify and hold harmless each Underwriter and each
person, if any, who controls an Underwriter within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act, from and against any and all losses,
claims, damages, liabilities and expenses (including reasonable costs of
investigation) arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement, the
Prospectus, or in any amendment or supplement thereto, or the preliminary
prospectus supplement dated October 22, 1999 (the "Preliminary Prospectus"), or
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages,
liabilities or expenses arise out of or are based upon any untrue statement or
omission or alleged untrue statement or omission which has been made therein or
omitted therefrom in reliance upon and in conformity with the information
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relating to the Underwriter furnished in writing to the Depositor by or on
behalf of any Underwriter through the Representative expressly for use in
connection therewith; PROVIDED, HOWEVER, that the foregoing indemnity with
respect to the Prospectus or the Preliminary Prospectus shall not inure to the
benefit of any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
Notes, if such person did not receive a copy of the Prospectus (as then amended
or supplemented) at or prior to the written confirmation of the sale of such
Notes to such person and if the Prospectus (as so amended or supplemented) would
have cured the defect giving rise to such loss, claim, damage or liability. The
foregoing indemnity agreement shall be in addition to any liability which
Resources or the Depositor may otherwise have.
(b) If any action, suit or proceeding shall be brought against an
Underwriter or any person controlling an Underwriter in respect of which
indemnity may be sought against Resources or the Depositor, such Underwriter or
such controlling person shall promptly notify the parties against whom
indemnification is being sought (the "indemnifying parties"), and such
indemnifying parties shall assume the defense thereof, including the employment
of counsel and payment of all reasonable fees and expenses. Such Underwriter or
any such controlling person shall have the right to employ separate counsel in
any such action, suit or proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of the
Underwriter or such controlling person unless (i) the indemnifying parties have
agreed in writing to pay such fees and expenses, (ii) the indemnifying parties
have failed to assume the defense and employ counsel within a reasonable period
of time, or (iii) the named parties to any such action, suit or proceeding
(including any impleaded parties) include both the Underwriter or such
controlling person and the indemnifying parties and the Underwriter or such
controlling person shall have been advised by its counsel that representation of
such indemnified party and any indemnifying party by the same counsel would be
inappropriate under applicable standards of professional conduct (whether or not
such representation by the same counsel has been proposed) due to actual or
potential differing interests between them (in which case the indemnifying party
shall not have the right to assume the defense of such action, suit or
proceeding on behalf of the Underwriter or such controlling person). It is
understood, however, that the indemnifying parties shall, in connection with any
one such action, suit or proceeding or separate but substantially similar or
related actions, suits or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of only one separate firm of attorneys (in addition to any local
counsel) at any time for the Underwriter and controlling persons not having
actual or potential differing interests with the Underwriter or among
themselves, which firm shall be designated in writing by the Underwriter, and
that all such fees and expenses shall be reimbursed on a monthly basis as
provided in paragraph (a) hereof. The indemnifying parties shall not be liable
for any settlement of any such action, suit or proceeding effected without their
written consent, but if settled with such written consent, or if there be a
final judgment for the plaintiff in any such action, suit or proceeding, the
indemnifying parties agree to indemnify and hold harmless the Underwriter and
any such controlling person from and against any loss, claim, damage, liability
or expense by reason of such settlement or judgment to the extent provided in
paragraph (a).
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(c) Each Underwriter agrees severally but not jointly to indemnify and hold
harmless Resources and the Depositor and their respective directors and
officers, and any person who controls Resources or the Depositor within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act to the same
extent as the indemnity from Resources and the Depositor to such Underwriter set
forth in paragraph (a) hereof, but only with respect to information relating to
such Underwriter furnished in writing by or on behalf of such Underwriter
through the Representative expressly for use in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, or any related preliminary
prospectus. If any action, suit or proceeding shall be brought against Resources
or the Depositor, any of their directors or officers, or any such controlling
person based on the Registration Statement, the Prospectus, or any amendment or
supplement thereto, or any related preliminary prospectus and in respect of
which indemnity may be sought against an Underwriter pursuant to this paragraph
(c), such Underwriter shall have the rights and duties given to Resources and
the Depositor by paragraph (b) above (except that if Resources or the Depositor
shall have assumed the defense thereof no Underwriter shall be required to do
so, but may employ separate counsel therein and participate in the defense
thereof, but the fees and expenses of such counsel shall be at such
Underwriter's expense, except as otherwise provided in paragraph (b) above), and
Resources, the Depositor, their respective directors and officers, and any such
controlling person shall have the rights and duties given to such Underwriter by
paragraph (b) above. The foregoing indemnity agreement shall be in addition to
any liability which the Underwriters may otherwise have.
(d) If the indemnification provided for in this Section 7 is unavailable to
an indemnified party under paragraphs (a) or (c) hereof in respect of any
losses, claims, damages, liabilities or expenses referred to therein, then an
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses (i) in such proportion
as is appropriate to reflect the relative benefits received by Resources and the
Depositor on the one hand and the applicable Underwriter on the other hand from
the offering of the Notes, or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of Resources and the Depositor on the one hand and such
Underwriter on the other in connection with the statements or omissions that
resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative benefits received by
Resources and the Depositor on the one hand and such Underwriter on the other
shall be deemed to be in the same proportion as the total net proceeds from the
offering of the Notes (before deducting expenses) received by Resources and the
Depositor bear to the total underwriting discounts and commissions received by
such Underwriter. The relative fault of Resources and the Depositor on the one
hand and such Underwriter on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by Resources or the Depositor on the one
12
To the Parties Identified on Schedule 1 Hereto
October 27, 1999
Page 12
hand or by such Underwriter on the other hand and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
(e) Resources, the Depositor and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this Section 7 were determined
by a pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 7, no Underwriter
shall be required to contribute any amount in excess of the underwriting
discounts and commissions applicable to the Notes hereunder. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
(f) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of Resources and the Depositor set forth in this
Agreement shall remain operative and in full force and effect, regardless of (i)
any investigation made by or on behalf of an Underwriter, Resources, the
Depositor or any person controlling any of them or their respective directors or
officers, (ii) acceptance of any Notes and payment therefor hereunder, and (iii)
any termination of this Agreement. A successor to any Underwriter, Resources,
the Depositor or any person controlling any of them or their respective
directors or officers, shall be entitled to the benefits of the indemnity,
contribution and reimbursement agreements contained in this Section 7.
8. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The obligations of the
Underwriters to purchase the Notes hereunder are subject to the following
conditions:
(a) All actions required to be taken and all filings required to be made by
Resources and the Depositor under the Act prior to the sale of the Notes shall
have been duly taken or made. At and prior to the Closing Date, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or, to the
knowledge of Resources, the Depositor or the Underwriters, shall be threatened
by the SEC.
(b) Since the respective dates as of which information is given in the
Registration Statement (or any amendment or supplement thereto), except as may
otherwise be stated therein or contemplated thereby, there shall not have
occurred (i) any change, or any development involving a prospective change, in
or affecting the condition (financial or other), business, properties, net
worth, or results of operations of Resources and the Depositor not contemplated
by the Registration
13
To the Parties Identified on Schedule 1 Hereto
October 27, 1999
Page 13
Statement, which in the opinion of the Representative, would materially
adversely affect the market for the Notes, or (ii) any event or development
which makes any statement made in the Registration Statement or Prospectus
untrue in any material respect or which, in the opinion of Resources and the
Depositor and their counsel or the Underwriters and their counsel, requires the
filing of any amendment to or change in the Registration Statement or Prospectus
in order to state a material fact required by any law to be stated therein or
necessary in order to make the statements therein not misleading, if amending or
supplementing the Registration Statement or Prospectus to reflect such event or
development would, in the opinion of the Representative, materially adversely
affect the market for the Notes.
(c) The Representative shall have received on the Closing Date an opinion
of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Trust,
dated the Closing Date and addressed to the Underwriters, in form and scope
reasonably satisfactory to the Representative and its counsel.
(d) The Representative shall have received on the Closing Date the opinions
of Xxxxxx, Halter & Xxxxxxxx LLP, special counsel for Resources and the
Depositor, dated the Closing Date and addressed to the Underwriters, in form and
scope reasonably satisfactory to the Representative and its counsel.
(e) The Representative shall have received on the Closing Date an opinion
of Xxxxxxxx, Xxxx & Xxxxx LLP, counsel for Resources and the Depositor, dated
the Closing Date and addressed to the Underwriters, relating to general
corporate authority and other matters in form and scope reasonably satisfactory
to the Representative and its counsel.
(f) The Representative shall have received on the Closing Date an opinion
of the Xxxxxxx, Head & Xxxxxxx, counsel for the Co-Owner Trustee, the Depositor
ELT, the Trust ELT and the Indenture Trustee, dated the Closing Date and
addressed to the Underwriters, in form and scope reasonably satisfactory to the
Representative and its counsel.
(g) The Representative shall have received on the Closing Date an opinion
of Xxxxxxxx, Xxxxxx & Finger, P.A. counsel for the Owner Trustee, dated the
Closing Date and addressed to the Underwriters, in form and scope satisfactory
to the Representative and its counsel.
(h) The Representative shall have received on the Closing Date the opinion
of Squire, Xxxxxxx & Xxxxxxx L.L.P., special counsel for the Underwriters, dated
the Closing Date, and addressed to the Underwriters, in form and scope
satisfactory to the Representative.
(i) The Representative shall have received on the Closing Date the opinion
of Xxxxxxxx, Xxxx & Xxxxx LLP, counsel for Resources and the Depositor, dated
the Closing Date and addressed to the Underwriters, relating to the transfer of
the Financed Student Loans to the Depositor in form and scope reasonably
satisfactory to the Representative and its counsel.
14
To the Parties Identified on Schedule 1 Hereto
October 27, 1999
Page 14
(j) The Representative shall have received on the Closing Date the opinion
of Xxxxxxxx, Xxxx & Xxxxx LLP, counsel for Resources and the Depositor, dated
the Closing Date and addressed to the Underwriters, relating to the transfer of
the financed Student Loans to the Trust in form and scope reasonably
satisfactory to the Representative and its counsel.
(k) The Representative shall have received on the Closing Date the opinion
of Xxxxxxxx, Xxxx & Xxxxx LLP, counsel for Resources and the Depositor, dated
the Closing Date and addressed to the Underwriters, relating to tax matters in
form and scope reasonably satisfactory to the Representative and its counsel.
(l) The Representative shall have received on the Closing Date the opinion
of Xxxxxxxx, Xxxx & Xxxxx LLP, counsel for Resources and the Depositor, relating
to bankruptcy matters dated the Closing Date and addressed to the Underwriters,
in form and scope reasonably satisfactory to the Representative and its counsel.
(m) The Representative shall have received on the Closing Date the opinion
of Xxxxxxxx, Xxxx & Xxxxx LLP, counsel for Resources and the Depositor, relating
to such other matters as the Underwriters may reasonably request, dated the
Closing Date and addressed to the Underwriters, in form and scope reasonably
satisfactory to the Representative and its counsel.
(n) All the representations and warranties of the Resources contained in
this Agreement and the Basic Documents shall be true and correct in all material
respects on and as of the date hereof and on and as of the Closing Date as if
made on and as of the Closing Date and the Representative shall have received a
certificate, dated the Closing Date and signed by an executive officer of
Resources, to the effect set forth in this Section 8(n) and in Section 8(p)
hereof.
(o) All the representations and warranties of the Depositor contained in
this Agreement and the Basic Documents shall be true and correct in all material
respects on and as of the date hereof and on and as of the Closing Date as if
made on and as of the Closing Date and the Representative shall have received a
certificate, dated the Closing Date and signed by an executive officer of the
Depositor, to the effect set forth in this Section 8(o) and in Section 8(q)
hereof.
(p) Resources shall not have failed at or prior to the Closing Date to have
performed or complied in any material respect with any of its agreements herein
contained and required to be performed or complied with by it hereunder at or
prior to the Closing Date.
(q) The Depositor shall not have failed at or prior to the Closing Date to
have performed or complied in any material respect with any of its agreements
herein contained and required to be performed or complied with by it hereunder
at or prior to the Closing Date.
15
To the Parties Identified on Schedule 1 Hereto
October 27, 1999
Page 15
(r) The Representative shall have received by instrument dated the Closing
Date (at the option of the Representative), in lieu of or in addition to the
opinions referred to in clauses (c) through (m) of this Section (8), the right
to rely on opinions provided by such counsel and all other counsel under the
terms of the Basic Documents to Xxxxx'x Investors Service, Inc. ("Moody's") and
Xxxxx IBCA, Inc. ("Fitch").
(s) Moody's and Fitch shall have rated the Series 1999A-1 Notes, Series
1999A-2 Notes, Series 1999A-3 Notes, Series 1999A-4 Notes, Series 1999A-5 Notes
and Series 1999A-6 "Aaa" and "AAA", respectively, and the Series 1999B-1 Notes
at least "A2" and "A", respectively, and there shall not have been any
announcement by Moody's or Fitch that (i) it is downgrading any of its ratings
assigned to any Series of Notes or (ii) it is reviewing its ratings assigned to
any Series of Notes with a view to possible downgrading, or with negative
implications, or direction not determined.
(t) Resources shall have furnished or caused to be furnished to the
Representative an executed copy or certified copy of an executed copy of each of
the Basic Documents, each Guarantee Agreement, each Subservicing Agreement and
such further certificates and documents as the Representative shall have
reasonably requested.
(u) The Representative shall have received evidence satisfactory to it
that, on or before the Closing Date, UCC-1 financing statements have been or are
being filed (i) in the offices of the Secretary of State of the State of Ohio,
the Recorder of Xxxxxxxx County, Ohio, the Wisconsin Department of Financial
Institutions and the Milwaukee County (Wisconsin) Recorder, reflecting the
transfer of the interest of Student Loan Funding Holdings LLC in Financed
Student Loans to the Depositor ELT and (ii) in the offices of the Secretary of
State of Delaware, the Secretary of State of Ohio, the Recorder of Xxxxxxxx
County, Ohio, the Wisconsin Department of Financial Institutions and the
Milwaukee County (Wisconsin) Recorder, reflecting the transfer by the Depositor
ELT of the interest of the Depositor in the Financed Student Loans to the Trust
ELT and the proceeds thereof to the Trust and (iii) in the offices of the
Secretary of State of Delaware, the Secretary of State of Ohio, the Recorder of
Xxxxxxxx County, Ohio, the Wisconsin Department of Financial Institutions and
the Milwaukee County (Wisconsin) Recorder, reflecting the grant of the security
interest by the Trust in the Financed Student Loans and the proceeds thereof to
the Indenture Trustee.
All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are reasonably satisfactory
in form and substance to the Representative and counsel for the Representative.
9. EXPENSES. Resources agrees to pay or to otherwise cause the payment of
the following costs and expenses and all other costs and expenses incident to
the performance by it and the Trust of their respective obligations hereunder:
(i) the preparation, printing or reproduction of the Registration Statement,
each Prospectus and each amendment or supplement to any of them, this
16
To the Parties Identified on Schedule 1 Hereto
October 27, 1999
Page 16
Agreement and each other Basic Document; (ii) the printing (or reproduction) and
delivery (including postage, air freight charges and charges for counting and
packaging) of such copies of the Registration Statement, each Prospectus and all
amendments or supplements to any of them as may be reasonably requested for use
in connection with the offering and sale of the Notes; (iii) the preparation,
printing, authentication, issuance and delivery of definitive certificates for
the Notes; (iv) the printing (or reproduction) and delivery of this Agreement,
the Blue Sky Memorandum and all other agreements or documents printed (or
reproduced) and delivered in connection with the offering of the Notes; (v)
qualification of the Indenture under the Trust Indenture Act; (vi) the
qualification of the Notes for offer and sale under the securities or Blue Sky
laws of such states as Resources and the Representative may agree (including the
reasonable fees, expenses and disbursements of counsel for the Underwriters
relating to the preparation, printing or reproduction, and delivery of any Blue
Sky Memorandum prepared in connection with such qualification); (vii) the fees
and disbursements of (A) counsel for Resources and the Depositor's counsel, (B)
the Indenture Trustee and its counsel, (C) the Depositor ELT and its counsel,
(D) the Trust ELT and its counsel, (E) The Depository Trust Company in
connection with the book-entry registration of the Notes, and (F) Xxxxxxxx,
Xxxxxx & Finger, P.A., Special Delaware Counsel to the Trust in connection with
the preparation of the opinion referred to in Section 8(c) and Section 8(g), and
(viii) the fees charged by Moody's and Fitch for rating the Notes.
10. DEFAULT BY ONE OF THE UNDERWRITERS. If any of the Underwriters shall
fail at the Closing Date to purchase the Notes which it is obligated to purchase
hereunder (the "Defaulted Notes") and the principal amount of the Defaulted
Notes does not exceed 10% of the total principal amount of the Notes set forth
on the first page hereof, the Representative may make arrangements satisfactory
to the Depositor for the purchase of such Defaulted Notes by other persons,
including the remaining Underwriter or Underwriters (the "Non-Defaulting
Underwriters"), but if no such arrangements are made within one (1) Business Day
thereafter, the Non-Defaulting Underwriters shall be obligated severally, in
proportion to their respective total commitments hereunder, to purchase the
Notes which such defaulting Underwriters agreed but failed to purchase. If any
Underwriter or Underwriters so default and the aggregate principal amount of the
Notes with respect to which such default or defaults occur is more than 10% of
the total principal amount of the Notes set forth on the first page hereof and
arrangements satisfactory to the Representative and the Depositor for the
purchase of such Notes by other persons are not made within two (2) Business
Days after such default, then this Agreement shall terminate without liability
on the part of the Non-Defaulting Underwriters.
No action taken pursuant to this Section 10 shall relieve any defaulting
Underwriter from liability in respect of its default.
In the event of any such default which does not result in a termination of
this Agreement, either the Non-Defaulting Underwriters or the Depositor shall
have the right to postpone the Closing Date for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
Prospectus or in any other documents or arrangements.
17
To the Parties Identified on Schedule 1 Hereto
October 27, 1999
Page 17
11. EFFECTIVE DATE OF AGREEMENT. This Agreement shall become effective upon
the execution and delivery hereof by all the parties hereto. Until such time as
this Agreement shall have become effective, it may be terminated by Resources or
the Depositor, by notifying the Representative, or by the Representative, by
notifying Resources and the Depositor.
Any notice under this Section 11 may be given by telegram, telecopy or
telephone but shall be subsequently confirmed by letter.
12. TERMINATION OF AGREEMENT. This Agreement shall be subject to
termination in the absolute discretion of the Representative, without liability
on the part of any Underwriter, by notice to Resources and the Depositor, if
prior to the Closing Date, (i) trading in securities generally on the New York
Stock Exchange shall have been suspended or materially limited, (ii) a general
moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York state authorities, (iii) there shall have occurred
any outbreak or escalation of hostilities or other international or domestic
calamity, crisis or change in political, financial or economic conditions, the
effect of which on the financial markets of the United States is such as to make
it, in the reasonable judgment of the Representative, impracticable or
inadvisable to commence or continue the offering of the Notes on the terms set
forth in the Prospectus, or to enforce contracts for the resale of the Notes by
the Underwriters, (iv) legislation shall be enacted by the Congress of the
United States or a decision by a court of the United States or the Tax Court of
the United States shall be rendered, or an officially published ruling,
regulation, proposed regulation or official statement by or on behalf of the
Treasury Department of the United States, the Internal Revenue Service or any
other governmental agency shall be made, with respect to federal taxation upon
revenues or other income of the general character expected to be pledged under
the Indenture or upon interest received on securities of the general character
of the Notes, or which would have the effect of changing, directly or
indirectly, the federal income tax consequences of interest on securities of the
general character of the Notes in the hands of the holders thereof, which in the
opinion of counsel to the Representative materially affects the market price of
the Notes, or (v) legislation shall be enacted by the States of Delaware or
Ohio, or a decision by a court of competent jurisdiction of the States of
Delaware or Ohio or any administrative tribunal of the States of Delaware or
Ohio or other governmental agency or department thereof shall be rendered with
respect to taxation by the States of Delaware or Ohio or any of their political
subdivisions upon revenues or other income of the general character expected to
be pledged under the Indenture, or upon interest received on securities of the
general character of the Notes, or which would have the effect of changing,
directly or indirectly, the tax consequences under the States of Delaware or
Ohio tax law of interest on securities of the general character of the Notes in
the hands of the holders thereof, which in the opinion of counsel to the
Representative materially affects the market price of the Notes. Notice of such
termination may be given to Resources and the Depositor, by telegram, telecopy
or telephone and shall be subsequently confirmed by letter.
18
To the Parties Identified on Schedule 1 Hereto
October 27, 1999
Page 18
13. INFORMATION FURNISHED BY THE UNDERWRITER. The statements set forth
under the heading "Underwriting" in the Prospectus Supplement dated October 27,
1999 constitute the only information furnished by or on behalf of the
Underwriters as such information is referred to in Sections 3(b) and 7 hereof,
and each Underwriter confirms that such statements relating to such Underwriter
are correct.
14. REPRESENTATION OF UNDERWRITERS. The Representative shall act for the
several Underwriters in connection with this financing, and any action under
this Agreement taken by the Representative will be binding upon all the
Underwriters.
15. MISCELLANEOUS. Except as otherwise provided in Sections 6, 11 and 12
hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (i) if to Resources or the Depositor, to Student
Loan Funding Resources, Inc., Xxx Xxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxx 00000, Attention: Senior Vice President and Chief Financial Officer,
facsimile (000) 000-0000, (ii) if to the Trust, to the Eligible Lender Trustee,
at the Corporate Trust Office of the Eligible Lender Trustee and (iii) if to the
Representative, to Xxxxxxx Xxxxx Xxxxxx Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, XX 00000, Attention: Debt Organization Group, facsimile (212)
816-0598.
This Agreement has been and is made solely for the benefit of the
Underwriters, the Trust, the Depositor and Resources, their respective
directors, officers, trustees and controlling persons referred to in Section 7
hereof and their respective successors and assigns, to the extent provided
herein, and no other person shall acquire or have any right under or by virtue
of this Agreement. Neither the term "successor" nor the term "successors and
assigns" as used in this Agreement shall include a purchaser from any
Underwriter of any of the Notes in its status as such purchaser.
16. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed within the State of New York without giving effect to the
choice of laws or conflict of laws principles thereof.
17. COUNTERPARTS. This Agreement may be signed in various counterparts
which together constitute one and the same instrument. If signed in
counterparts, this Agreement shall not become effective unless at least one
counterpart hereof or thereof shall have been executed and delivered on behalf
of each party hereto.
19
Please confirm that the foregoing correctly sets forth the agreement
among Resources, the Depositor, the Trust and the Underwriters.
Very truly yours,
STUDENT LOAN FUNDING RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President &
Chief Financial Officer
STUDENT LOAN FUNDING RIVERFRONT LLC
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
STUDENT LOAN FUNDING 1999-A/B TRUST
By: FIRSTAR BANK, NATIONAL ASSOCIATION
not in its individual capacity but
solely as co-owner Trustee
on behalf of the Trust,
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President & Trust Officer
Confirmed as of the date
first above mentioned.
XXXXXXX XXXXX BARNEY INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
Acting on behalf of itself
and as Representative of
the several Underwriters named herein.
20
SCHEDULE I
---------------------------------------------------
Salomon Banc of
Series of Notes Xxxxx Xxxxxx America
--------------- Inc. Securities LLC Total
---------------------------------------------------
Series 1999A-1 Notes $75,000,000 $75,000,000
Series 1999A-2 Notes $75,000,000 $75,000,000
Series 1999A-3 Notes $75,000,000 $75,000,000
Series 1999A-4 Notes $100,000,000 $100,000,000
Series 1999A-5 Notes $75,000,000 $75,000,000
Series 1999A-6 Notes $95,000,000 $95,000,000
Series 1999B-1 Notes $30,000,000 $30,000,000
----------- ------------ ------------
Total............... $425,000,000 $100,000,000 $525,000,000
============ ============ ============
Interest Rate
During each Interest Accrual Period, the Series 1999A-1 Notes, Series 1999A-2
Notes, Series 1999A-3 Notes, Series 1999A-4 Notes, Series 1999A-5 Notes and
Series 1999A-6 Notes will each bear interest at the Auction Rate, subject to
certain limitations described in the Prospectus. During each Interest Accrual
Period, the Series 1999B-1 Notes will bear interest at the Auction Rate, subject
to certain limitations described in the Prospectus. The respective initial
interest rates for the respective interest periods will be as follows:
Series 1999A-1 Notes.
---------------------
Initial interest rate will be 5.40% per annum for the period ending
November 9, 1999. The Initial Interest Determination Date will be
November 9, 1999 and the Interest Determination Date will be each
Tuesday thereafter.
Series 1999A-2 Notes.
---------------------
Initial interest rate will be 5.40% per annum for the period ending
November 10, 1999. The Initial Interest Determination Date will be
November 10, 1999 and the Interest Determination Date will be each
Thursday thereafter commencing November 18, 1999.
21
Series 1999A-3 Notes.
---------------------
Initial interest rate will be 5.50% per annum for the period ending
November 22, 1999. The Initial Interest Determination Date will be
November 22, 1999 and the Interest Determination Date will be each
fourth Monday thereafter.
Series 1999A-4 Notes.
---------------------
Initial interest rate will be 5.57% per annum for the period ending
December 13, 1999. The Initial Interest Determination Date will be
December 13, 1999 and the Interest Determination Date will be each
fourth Monday thereafter.
Series 1999A-5 Notes.
---------------------
Initial interest rate will be 6.225% per annum for the period ending
January 18, 2000. The Initial Interest Determination Date will be
January 18, 2000 and the Interest Determination Date will be each
fourth Tuesday thereafter.
Series 1999A-6 Notes.
---------------------
Initial interest rate will be 6.225% per annum for the period ending
January 20, 2000. The Initial Interest Determination Date will be
January 20, 2000 and the Interest Determination Date will be each
fourth Thursday thereafter.
Series 1999B-1 Notes.
---------------------
Initial interest rate will be 5.60% per annum for the period ending
November 22, 1999. The Initial Interest Determination Date will be
November 22, 1999 and the Interest Determination Date will be each
fourth Monday thereafter.
