Exhibit 1.1
Pricing Agreement
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
As Representatives of the several
Underwriters named on Schedule I hereto,
c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
World Financial Center, North Tower
250 Xxxxx Street, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
and
Xxxxxxx Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 15, 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 Mae"), propose, subject to the terms and conditions
stated herein and in the Underwriting Agreement, dated March 16, 2000 (the
"Underwriting Agreement"), between the Company and Xxxxxx Xxx, on the one hand,
and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx Barney
Inc., on the other hand, that the Company will cause the trust (the "Trust")
formed pursuant to the Trust Agreement dated as of March 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 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 March 1, 2000 (the "Indenture"),
between the Trust and Bankers Trust Company, 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 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 March 28, 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.
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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: S. Xxxxx Xxxxxx
Title: Chief Financial Officer
Student Loan Marketing Association
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
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Accepted as of the date hereof:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
By: /s/ Xxxxxxx Xxxxxxxxx..............
-----------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Director
Xxxxxxx Xxxxx Barney Inc.
By: /s/ Xxxx X. Xxxxxx, Xx.............
-----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Director
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SCHEDULE I
Amount of Designated Securities to be Purchased*
Underwriter Class A-1T Class A-1L Class A-2T Class A-2L
Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx
Incorporated $16,300,000 $ 205,825,000 $0 $156,494,000
Xxxxxxx Xxxxx Barney,
Inc. 16,300,000 205,825,000 0 156,494,000
Banc of America
Securities LLC 16,300,000 205,825,000 0 156,494,000
Chase Securities Inc. 16,300,000 205,825,000 0 156,494,000
Xxxxxxx, Xxxxx & Co. 16,300,000 205,825,000 0 156,494,000
Total $81,500,000 $1,029,125,000 $0 $782,470,000
=========== ============== == ============
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* $100,000,000 of Class A-1T, $0 of Class A-1L, $0 of Class A-2T and $0 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: $ 181,500,000
Class A-1L: $1,029,125,000
Class A-2T: $ 0
Class A-2L: $ 782,470,000
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%
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* 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: 99.7350%
-----------
* Excludes Xxxxxx Xxx Securities.
Price to Xxxxxx Mae of the Xxxxxx Xxx Securities:**
Class A-1T: 100.00%
Class A-1L: N/A
Class A-2T: N/A
Class A-2L: N/A
-----------
* * Paid directly to the Seller. The Seller will pay a 0.0375% fee to the
Underwriters in respect of the Xxxxxx Mae Securities, allocable to them in
proportion to their obligations to purchase Designated Securities of the
Class in which the Xxxxxx Xxx Securities are included.
Specified funds for payment of purchase price: Same Day Funds
Indenture: Indenture, dated as of March 1, 2000, among Bankers Trust Company, as
Indenture Trustee, the SLM Student Loan Trust 2000-2, and Chase Manhattan Bank
Delaware, as Eligible Lender Trustee.
Maturity:
Class A-1T: July 2008 Distribution Date
Class A-1L: July 2008 Distribution Date
Class A-2T: N/A
Class A-2L: July 2013 Distribution Date
Interest Rate:
Class A-1T: T-Xxxx Rate plus 0.80%
Class A-1L: Four-month LIBOR* plus 0.08%
Class A-2T: N/A
Class A-2L: Four-month LIBOR* plus 0.20%
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* As to initial Accrual Period; thereafter, Three-month LIBOR.
Form of Designated Securities: Book-Entry (DTC)
Time of Delivery: March 28, 2000
Closing location for delivery of Designated Securities:
Student Loan Marketing Association
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, XX 00000
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Names and addresses of Representatives:
Designated Representatives: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Address for Notices, etc.: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
World Financial Center, North Tower
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: 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 swap agreements (the "Swap
Agreements") with Xxxxxxx Xxxxx Capital Services, Inc. and Citibank, N.A.
(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.
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