EXHIBIT 1.2
PRICING AGREEMENT
CITIGROUP GLOBAL MARKETS INC.
000 XXXXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
AND
XXXXXX XXXXXXX & CO. INCORPORATED
0000 XXXXXXXX
XXX XXXX, XX 00000
AS REPRESENTATIVES OF THE SEVERAL
UNDERWRITERS NAMED ON SCHEDULE I HERETO
August 19, 2003
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 Mae"), propose, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
August 19, 2003 (the "Underwriting Agreement"), between the Company and Xxxxxx
Xxx, on the one hand, and Citigroup Global Markets Inc. and Xxxxxx Xxxxxxx & Co.
Incorporated, on the other hand, that the Company will cause the trust (the
"Trust") formed pursuant to the Trust Agreement dated as of August 1, 2003
between the Company and Chase Manhattan Bank USA, National Association, 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 August
1, 2003 (the "Indenture"), among the Trust, the Eligible Lender Trustee and The
Bank of New York, as trustee (the "Indenture Trustee").
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 August
28, 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; (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
Notes in circumstances in which section 21(1) of the FSMA does not apply to the
Company; 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. The Company represents and
agrees that it has been informed of the existence of the FSA stabilizing
guidance contained in Section MAR 2, Xxx 2G of the FSA Handbook (the Handbook of
rules and guidance issued by the Financial Services Authority).
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 Xxxxxx Xxx. 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 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/ 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
3
Accepted as of the date hereof:
CITIGROUP GLOBAL MARKETS INC.
By: /s/ XXXX X. XXXXXX, XX.
Name: Xxxx X. Xxxxxx, Xx.
Title: Director
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ LAYA KHADJARI
Name: Laya Khadjari
Title: Managing Director
4
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. $ 68,750,000 $102,250,000 $ 65,500,000 $132,168,000 $ 11,520,000
Xxxxxx Xxxxxxx & Co. Incorporated $ 68,750,000 $102,250,000 $ 65,500,000 $132,168,000 $ 11,520,000
Greenwich Capital Markets, Inc. $ 68,750,000 $102,250,000 $ 65,500,000 $132,168,000 $ 11,520,000
X.X. Xxxxxx Securities, Inc. $ 68,750,000 $102,250,000 $ 65,500,000 $132,168,000 $ 11,519,000
TOTAL $275,000,000 $409,000,000 $262,000,000 $528,672,000 $ 46,079,000
============ ============ ============ ============ ============
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: $275,000,000
Class A-2: $409,000,000
Class A-3: $262,000,000
Class A-4: $528,672,000
Class B: $ 46,079,000
PRICE TO PUBLIC OF EACH CLASS:
Class A-1: 100.00%
Class A-2: 100.00%
Class A-3: 100.00%
Class A-4: 100.00%
Class B: 100.00%
PURCHASE PRICE BY UNDERWRITERS OF EACH CLASS:
Class A-1: 99.875%
Class A-2: 99.820%
Class A-3: 99.800%
Class A-4: 99.780%
Class B: 99.710%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of August 1, 2003, among The Bank of New York, as
Indenture Trustee, the SLM Student Loan Trust 2003-9, and Chase Manhattan Bank
USA, National Association, as Eligible Lender Trustee.
MATURITY:
Class A-1: June 2008 Distribution Date
Class A-2: June 2011 Distribution Date
Class A-3: December 2012 Distribution Date
Class A-4: March 2019 Distribution Date
Class B: March 2024 Distribution Date
INTEREST RATE:
Class A-1: interpolated 3-month/4-month LIBOR* plus 0.01%
Class A-2: interpolated 3-month/4-month LIBOR* plus 0.04%
Class A-3: interpolated 3-month/4-month LIBOR* plus 0.11%
Class A-4: interpolated 3-month/4-month LIBOR* plus 0.20%
Class B: interpolated 3-month/4-month LIBOR* plus 0.55%
--------------
* As to initial Accrual Period; thereafter, Three-month LIBOR.
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC)
TIME OF DELIVERY: August 28, 2003
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: Citigroup Global Markets, Inc.
Address for Notices, etc.: Citigroup Global Markets, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attn: Xxx Xxxxxx
Designated Representatives: Xxxxxx Xxxxxxx & Co. Incorporated
Address for Notices, etc.: Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attn: Xxxx Xxxxxx
MODIFICATIONS TO THE UNDERWRITING AGREEMENT (SOLELY FOR THE 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 "Interest Rate Cap Agreement") with Xxxxxx Xxx.
2. The following paragraph is hereby added to Section 7 of the
Underwriting Agreement:
(n) The Interest Rate Cap Agreement shall have been
entered into by the Trust and Xxxxxx Mae, 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-
