PRICING AGREEMENT FOR CLASS B NOTES
Banc of America Securities LLC
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the several
Underwriters named on Schedule I hereto
March 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
March 18, 2003 (the "Underwriting Agreement"), between the Company and Xxxxxx
Xxx, on the one hand, and Banc of America Securities LLC 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 March 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 March 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 March
26, 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
any notes in circumstances in which section 21(1) of the FSMA does not
2
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.
3
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 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 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
4
Accepted as of the date hereof:
Banc of America Securities LLC
By: /s/ XXXXXXX X. XXXXXXXX
Name: Xxxxxxx X. Xxxxxxxx
Title: Principal
Xxxxxx Xxxxxxx & Co. Incorporated
By: /s/ XXXX XXXXXXXX
Name: Xxxx Xxxxxxxx
Title: Managing Director
5
SCHEDULE I
AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED
UNDERWRITER CLASS B
Banc of America Securities LLC $ 9,513,000
Xxxxxx Xxxxxxx & Co. Incorporated $ 9,513,000
Banc One Capital Markets, Inc. $ 9,513,000
X.X. Xxxxxx Securities Inc. $ 9,512,000
Total $ 38,051,000
=============
SCHEDULE II
Title of Designated Securities: Floating Rate Class B Student Loan-Backed Notes
(for purposes of this Schedule II, "Class B")
Aggregate principal amount of Class B: $ 38,051,000
Price to Public of Class B: 100.00%
Purchase Price by Underwriters of Class B: 99.710%
Specified funds for payment of purchase price: Same Day Funds
Indenture: Indenture, dated as of March 1, 2003, among The Bank of New
York, as Indenture Trustee, the SLM Student Loan Trust 2003-3, and Chase
Manhattan Bank USA, National Association, as Eligible Lender Trustee.
Maturity: December 2024 Distribution Date
Interest Rate: interpolated 2-month/3-month LIBOR* plus 0.59%
----------
* As to initial Accrual Period; thereafter, Three-month LIBOR.
Form of Designated Securities: Book-Entry (DTC)
Time of Delivery: March 26, 2003
Closing location for delivery of Designated Securities:
Student Loan Marketing Association
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, XX 00000
Name and address of Representative:
Designated Representative: Xxxxxx Xxxxxxx & Co. Incorporated
Address for Notices, etc.: Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxx
PRICING AGREEMENT FOR CLASS A NOTES
Banc of America Securities LLC
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the several
Underwriters named on Schedule I hereto
March 18, 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
March 18, 2003 (the "Underwriting Agreement"), between the Company and Xxxxxx
Xxx, on the one hand, and Banc of America Securities LLC 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 March 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 March 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 March
26, 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
any notes in circumstances in which section 21(1) of the FSMA does not
2
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.
3
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 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 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
4
Accepted as of the date hereof:
Banc of America Securities LLC
By: /s/ XXXXXXX X. XXXXXXXX
Name: Xxxxxxx X. Xxxxxxxx
Title: Principal
Xxxxxx Xxxxxxx & Co. Incorporated
By: /s/ XXXX XXXXXXXX
Name: Xxxx Xxxxxxxx
Title: Managing Director
5
SCHEDULE I
AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED
UNDERWRITER CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4
Banc of America Securities LLC $ 51,750,000 $ 91,250,000 $ 49,250,000 $ 115,387,000
Xxxxxx Xxxxxxx & Co. Incorporated $ 51,750,000 $ 91,250,000 $ 49,250,000 $ 115,387,000
Banc One Capital Markets, Inc. $ 51,750,000 $ 91,250,000 $ 49,250,000 $ 115,387,000
X.X. Xxxxxx Securities Inc. $ 51,750,000 $ 91,250,000 $ 49,250,000 $ 115,387,000
Total $ 207,000,000 $ 365,000,000 $ 197,000,000 $ 461,548,000
============= ============= ============== =============
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")
Aggregate principal amount of each Class:
Class A-1: $ 207,000,000
Class A-2: $ 365,000,000
Class A-3: $ 197,000,000
Class A-4: $ 461,548,000
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%
Purchase Price by Underwriters of each Class:
Class A-1: 99.850%
Class A-2: 99.790%
Class A-3: 99.780%
Class A-4: 99.760%
Specified funds for payment of purchase price: Same Day Funds
Indenture: Indenture, dated as of March 1, 2003, among The Bank of New
York, as Indenture Trustee, the SLM Student Loan Trust 2003-3, and Chase
Manhattan Bank USA, National Association, as Eligible Lender Trustee.
Maturity:
Class A-1: June 2007 Distribution Date
Class A-2: June 2010 Distribution Date
Class A-3: December 2011 Distribution Date
Class A-4: December 2017 Distribution Date
Interest Rate:
Class A-1: interpolated 2-month/3-month LIBOR* plus 0.00%
Class A-2: interpolated 2-month/3-month LIBOR* plus 0.02%
Class A-3: interpolated 2-month/3-month LIBOR* plus 0.09%
Class A-4: interpolated 2-month/3-month LIBOR* plus 0.22%
----------
* As to initial Accrual Period; thereafter, Three-month LIBOR.
Form of Designated Securities: Book-Entry (DTC)
Time of Delivery: March 26, 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: Xxxxxx Xxxxxxx & Co. Incorporated
Address for Notices, etc.: Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxx
-3-
