Pricing Agreement for Student Loan-Backed Notes between SLM Funding LLC, Student Loan Marketing Association, and Underwriters
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Summary
SLM Funding LLC and the Student Loan Marketing Association (Sallie Mae) have entered into a Pricing Agreement with Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., and Morgan Stanley & Co. Incorporated, as representatives of several underwriters. The agreement sets the terms for the issuance and sale of student loan-backed notes by a trust formed by SLM Funding LLC. The underwriters agree to purchase specified amounts of these notes, and the agreement incorporates terms from a prior Underwriting Agreement. The agreement also restricts the sale of similar securities for a set period.
EX-1.2 4 a2115359zex-1_2.txt EXHIBIT 1.2 Exhibit 1.2 PRICING AGREEMENT July 9, 2003 Credit Suisse First Boston LLC Eleven Madison Avenue New York, New York 10010-3629 J.P. Morgan Securities Inc. 270 Park Avenue 10th Floor New York, New York 10017 Morgan Stanley & Co. Incorporated 1585 Broadway, 3rd Floor New York, New York 10036 As Representatives of the several Underwriters named on Schedule I hereto 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 ("Sallie Mae"), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated July 9, 2003 (the "Underwriting Agreement"), between the Company and Sallie Mae, on the one hand, and Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, on the other hand, that the Company has formed the trust (the "Trust") pursuant to the trust agreement (the "Trust Agreement"), dated as of July 1, 2003, as amended by the amended and restated trust agreement, dated as of July 22, 2003, among the Company, Chase Manhattan Bank USA, National Association, as trustee (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 July 1, 2003 (the "Indenture"), between The Bank of New York, 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 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 July 22, 2003, the Company agrees, and Sallie Mae 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; (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 any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; 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, 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 Sallie 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 Sallie Mae 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 LLC By: /s/ MARK L. HELEEN Name: Mark L. Heleen Title: Vice President STUDENT LOAN MARKETING ASSOCIATION By: /s/ MICHAEL E. SHEEHAN Name: Michael E. Sheehan Title: Vice President Accepted as of the date hereof: CREDIT SUISSE FIRST BOSTON LLC By: /s/ JOE DONOVAN Name: Joe Donovan Title: Chairman of ABS Debt Financing J.P. MORGAN SECURITIES INC. By: /s/ ANTHONY HERMANN Name: Anthony Hermann Title: Vice President MORGAN STANLEY & CO. INCORPORATED By: /s/ GAIL MCDONNELL Name: Gail McDonnell Title: Managing Director SCHEDULE I AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED
SCHEDULE I - 1 SCHEDULE II TITLE OF EACH CLASS OF DESIGNATED SECURITIES:
INDENTURE: Indenture, dated as of July 1, 2003, among The Bank of New York, as Indenture Trustee, the SLM Student Loan Trust 2003-7, and Chase Manhattan Bank USA, National Association, as Eligible Lender Trustee. SCHEDULE II - 1
- -------------- * As to initial Accrual Period; thereafter, Three-month LIBOR. FORM OF DESIGNATED SECURITIES: Book-Entry (DTC) TIME OF DELIVERY: July 22, 2003 CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: Student Loan Marketing Association 11600 Sallie Mae Drive Reston, VA 20193 SCHEDULE II - 2 NAMES AND ADDRESSES OF REPRESENTATIVES: Credit Suisse First Boston LLC Eleven Madison Avenue New York, New York 10010-3629 Facsimile: (212) 325-9808 Attention: Jonathan Clark J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Facsimile: (212) 834-6081 Attention: Brian McDonald and Morgan Stanley & Co. Incorporated 1585 Broadway, 3rd Floor New York, New York 10036 Facsimile: (212) 762-9224 Attention: Jack Kattan Morgan Stanley & Co. Incorporated 1221 Avenue of Americas New York, New York 10020 Facsimile: (212) 761-5330 Attention: Michelle Wilke ADDRESS FOR NOTICES, ETC.: J.P. Morgan Securities Inc. 270 Park Avenue 10th Floor New York, New York 10017 Attention: 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 one or more cross-currency swaps (the "CURRENCY SWAP") with CDC IXIS Capital Markets, acting through its London branch, and the Trust will enter into an interest rate cap agreement (together with the Currency Swap, the "SWAP SCHEDULE II - 3 AGREEMENTS") with Student Loan Marketing Association (together with the Currency Swap Counterparty, 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 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. 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 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 Reset Rate Notes, as defined in the Purchase Agreement dated the date hereof among the Underwriters and the other initial purchasers as "Initial Purchasers," the Company and Sallie Mae the aggregate principal amount of the Reset Rate Notes as specified in Schedule I to such Purchase Agreement shall have been sold by the Company to the Initial Purchasers. SCHEDULE II - 4
