EXHIBIT 1.2
PRICING AGREEMENT FOR
PUBLICLY OFFERED NOTES
November 14, 2003
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Credit Suisse First Boston LLC
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
4 World Financial Center
10th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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 Xxx"), propose, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
November 14, 2003 (the "Underwriting Agreement"), between the Company and Xxxxxx
Mae, on the one hand, and Citigroup Global Markets Inc., Credit Suisse First
Boston LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on the other
hand, that the Company will cause the trust (the "Trust") to be formed pursuant
to a trust agreement, dated as of November 4, 2003, between the Company and
Chase Manhattan Bank USA, National Association, as eligible lender trustee (the
"Eligible Lender Trustee"), as amended and restated by an Amended and Restated
Trust Agreement, dated November 25, 2003, among the Company, 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 November 1, 2003, among the Trust, the Eligible Lender Trustee and
The Bank of New York, as indenture 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 November
25, 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, 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, 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 the 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.
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, 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 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 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
STUDENT LOAN MARKETING ASSOCIATION
By: /s/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Pricing Agreement
Accepted as of the date hereof:
CITIGROUP GLOBAL MARKETS INC.
By: /s/ XXXX X. XXXXXX, XX.
Name: Xxxx X. Xxxxxx, Xx.
Title: Director
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ XXXXXXXX XXXXX
Name: Xxxxxxxx Xxxxx
Title: Director
XXXXXXX LYNCH, PIERCE, XXXXXX AND XXXXX INCORPORATED
By: /s/ XXXXXXXX X. XXXX
Name: Xxxxxxxx X. Xxxx
Title: Authorized Signatory
Pricing Agreement
SCHEDULE I
AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED
UNDERWRITER CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS B
Citigroup Global Markets Inc. $ 82,667,000 $105,000,000 $112,667,000 $128,334,000 $25,315,000
Credit Suisse First Boston LLC $ 82,667,000 $105,000,000 $112,667,000 $128,333,000 $25,314,000
Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx
Incorporated $ 82,666,000 $105,000,000 $112,666,000 $128,333,000 $25,314,000
------------ ------------ ------------ ------------ -----------
TOTAL $248,000,000 $315,000,000 $338,000,000 $385,000,000 $75,943,000
============ ============ ============ ============ ===========
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: $248,000,000
Class A-2: $315,000,000
Class A-3: $338,000,000
Class A-4: $385,000,000
Class B: $ 75,943,000
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: 99.850%
Class A-2: 99.820%
Class A-3: 99.800%
Class A-4: 99.775%
Class B: 99.650%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of November 1, 2003, among The Bank of New York,
as Indenture Trustee, the SLM Student Loan Trust 2003-12, and Chase Manhattan
Bank USA, National Association, as Eligible Lender Trustee.
SCHEDULE II - 1
MATURITY:
Class A-1: June 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 B: March 2038 Distribution Date
INTEREST RATE:
Class A-1: interpolated 3/4 month LIBOR* plus 0.01%
Class A-2: interpolated 3/4 month LIBOR* plus 0.05%
Class A-3: interpolated 3/4 month LIBOR* plus 0.12%
Class A-4: interpolated 3/4 month LIBOR* plus 0.19%
Class B: interpolated 3/4 month LIBOR* plus 0.59%
--------------
* As to initial Accrual Period; thereafter, Three-month LIBOR.
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC)
TIME OF DELIVERY: November 25, 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:
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxx Xxxxxx
Credit Suisse First Boston LLC
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxx Xxxxx
and
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
4 World Financial Center
10th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx X. 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 cap
agreement (the "Swap Agreement") with Student Loan Marketing
Association (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 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
SCHEDULE II - 3
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
Privately Offered Notes, as defined in the Note Purchase Agreement, dated the
date hereof, among the Underwriters and Citigroup Global Markets Limited, Credit
Suisse First Boston (Europe) Limited, Xxxxxxx Xxxxx International and Barclays
Bank PLC, as initial purchasers (the "Initial Purchasers"), the Company and
Xxxxxx Mae, the aggregate principal amount of the Privately Offered Notes as
specified in Schedule I to such purchase agreement shall have been sold by the
Company to the Initial Purchasers.
SCHEDULE II - 4
