Exhibit 1.1
PRICING AGREEMENT
-----------------
XXXXXXX, XXXXX & CO.
AS REPRESENTATIVES OF THE SEVERAL
UNDERWRITERS NAMED ON SCHEDULE I HERETO,
C/O GOLDMAN, SACHS & CO.
00 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
February 2, 2000
Ladies and Gentlemen:
SLM Funding Corporation, a Delaware corporation (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 June
23, 1999 (the "Underwriting Agreement"), between the Company and Xxxxxx Mae, on
the one hand, and Xxxxxxx, Xxxxx & Co., on the other hand, that the Company will
cause the trust (the "Trust") formed pursuant to the Trust Agreement dated as of
February 1, 2000 between the Company and Chase Manhattan Bank Delaware, as
trustee (the "Eligible Lender Trustee"), to issue and sell to the Underwriters
named in Schedule I hereto (the "Underwriters") the Student Loan-Backed
Certificates (the "Certificates") specified in Schedule II hereto (the
"Designated Securities"). The Certificates will be issued pursuant to the Trust
Agreement.
Except as modified pursuant to Schedule II hereto, each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.
The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the address
of the Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you is now 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 February
15, 2000, 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 or Certificates to persons
in the United Kingdom prior to the expiration of the period of six months from
the issue date of the Notes and the Certificates 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 complied and will comply with
all applicable provisions of the Financial Services Xxx 0000 with respect to
anything done by it in relation to the Notes and the Certificates in, from or
otherwise involving the United Kingdom; and (c) 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 issuance of the Notes and the Certificates 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 is a person to whom such
document may otherwise lawfully be issued or passed on.
The Prospectus Supplement and the Prospectus have not been
registered as a prospectus with the Registrar of Companies and Businesses in
Singapore and the Notes and the Certificates will be offered in Singapore
pursuant to an exemption invoked under Section 106C
2
of the Companies Act, Chapter 50, of Singapore (the "Singapore Companies Act").
Accordingly, each Underwriter represents and agrees that it has not offered or
sold and will not offer or sell the Notes and the Certificates nor will they
circulate or distribute the Prospectus Supplement, the Prospectus or any other
offering document or material relating to the Notes and the Certificates, either
directly or indirectly, to the public or any member of the public in Singapore
other than to an institutional investor or other person specified in Section
106C of the Singapore Companies Act; to a sophisticated investor, and in
accordance with the conditions specified in Section 106D of the Singapore
Companies Act; or otherwise pursuant to, and in accordance with the conditions
of, any other applicable provision of the Singapore Companies Act.
If the foregoing is in accordance with your understanding,
please sign and return to us 7 counterparts hereof, and upon acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Company and Xxxxxx Mae. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company and Xxxxxx Xxx for
examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
SLM FUNDING CORPORATION
By:/S/ J. XXXXX XXXXXX
-------------------
Name: J. Xxxxx Xxxxxx
Title: Chief Financial Officer
STUDENT LOAN MARKETING ASSOCIATION
By:/S/ XXXXXXX X. XXXXXXX
----------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
3
Accepted as of the date hereof:
XXXXXXX, SACHS & CO.
By: /S/ XXXXXXX XXXXX & CO.
-----------------------
Name: Xxxxx Xxxxxx
Title: Associate
4
SCHEDULE I
AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED*
UNDERWRITER CLASS A-1T CLASS A-1L CLASS A-2T CLASS A-2L
Xxxxxxx, Xxxxx & Co. $8,670,000 $171,345,000 $0 $99,820,000
Banc of America Securities LLC $8,666,000 $171,341,000 $0 $99,816,000
Chase Securities Inc. $8,666,000 $171,341,000 $0 $99,816,000
Credit Suisse First Boston $8,666,000 $171,341,000 $0 $99,816,000
Corporation
X.X. Xxxxxx Securities Inc. $8,666,000 $171,341,000 $0 $99,816,000
Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated
$8,666,000 $171,341,000 $0 $99,816,000
TOTAL $52,000,000 $1,028,050,000 $0 $598,900,000
------------ -------------- =========== ============
------------
* $98,000,000 of Class A-1T, $0 of Class A-1L, $0 of Class A-2T and $200,000,000
of Class A-2L (the "Xxxxxx Mae Securities") will be purchased by Xxxxxx Xxx from
the Seller.
SCHEDULE II
TITLE OF EACH CLASS OF DESIGNATED SECURITIES:
Floating Rate Class A-1T Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-1T")
Floating Rate Class A-1L Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-1L")
Floating Rate Class A-2T Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-2T")
Floating Rate Class A-2L Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-2L")
AGGREGATE PRINCIPAL AMOUNT OF EACH CLASS:
Class A-1T: $ 150,000,000
Class A-1L: $ 1,028,050,000
Class A-2T: $ 0
Class A-2L: $ 798,900,000
PRICE TO PUBLIC OF EACH CLASS:*
Class A-1T: 100.00%
Class A-1L: 100.00%
Class A-2T: 0%
Class A-2L: 100.00%
-----------
* Excludes Xxxxxx Mae Securities.
PURCHASE PRICE BY UNDERWRITERS OF EACH CLASS:*
Class A-1T: 99.7650%
Class A-1L: 99.7650%
Class A-2T: 0%
Class A-2L: 99.6775%
-----------
* Excludes Xxxxxx Xxx Securities.
PRICE TO XXXXXX MAE OF THE XXXXXX XXX SECURITIES:**
Class A-1T: 99.9625%
Class A-1L: N/A
Class A-2T: N/A
Class A-2L: 99.9625%
5
-----------
* * Paid directly to the Seller. Xxxxxx Mae will pay a 0.0375% fee
to the Underwriters.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of February 1, 2000, among Bankers Trust Company,
as Indenture Trustee, the SLM Student Loan Trust 2000-1, and Chase Manhattan
Bank Delaware, as Eligible Lender Trustee.
MATURITY:
Class A-1T: October 2008 Distribution Date
Class A-1L: October 2008 Distribution Date
Class A-2T: January 2013 Distribution Date
Class A-2L: N/A
INTEREST RATE:
Class A-1T: T-Xxxx Rate plus 0.85%
Class A-1L: Five-month LIBOR* plus 0.09%
Class A-2T: N/A
Class A-2L: Five-month LIBOR* plus 0.18%
----------------
* As to initial Accrual Period; thereafter, Three-month LIBOR.
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC)
TIME OF DELIVERY:.February 15, 2000
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Student Loan Marketing Association
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, XX 00000
2
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Xxxxxxx, Xxxxx & Co.
Address for Notices, etc.: Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx
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 swap agreements (the
"Swap Agreements") with Xxxxxxx Sachs Mitsui Marine Derivative Products, L.P.
and Xxxxxxx Xxxxx Capital Markets, Inc. (the "Swap Counterparties").
2 The following paragraph is hereby added to Section 7 of the
Underwriting Agreement:
(n) The Swap Agreements shall have been entered into by the
Trust and the respective Swap Counterparties, and the Underwriters shall have
received a copy, addressed to them or on which they are otherwise entitled to
rely, of each opinion of counsel required to be delivered thereunder at or
before the Time of Delivery, and a copy of each certificate required to be
delivered thereunder at or before the Time of Delivery.
3
