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EXHIBIT 1.1
PRICING AGREEMENT
X.X. XXXXXX SECURITIES INC.
00 XXXX XXXXXX
XXX XXXX, XXX XXXX 00000
September 17, 1996
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 September 17, 1996 (the
"Underwriting Agreement"), between the Company and Xxxxxx Xxx, on the one hand,
and X.X. Xxxxxx Securities Inc., on the other hand, that the Company will cause
the trust (the "Trust") formed pursuant to the Trust Agreement dated as of
October 1, 1996 between the Company and The Chase Manhattan Bank (USA), 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
October 1, 1996 (the "Indenture"), between the Trust and Bankers Trust Company,
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.
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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 principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto, less the principal
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 October 3, 1996,
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)
collateralized by, or any securities (other than the related Certificates)
evidencing an ownership in, 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.
If the foregoing is in accordance with your understanding, please
sign and return to us 10 counterparts hereof, and upon acceptance hereof by
you, on behalf of each of
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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/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Treasurer and Controller
STUDENT LOAN MARKETING ASSOCIATION
By: /s/ Xxxxxx X. XxXxxxx
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Name: Xxxxxx X. XxXxxxx
Title: Executive Vice President and
Chief Financial Officer
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Accepted as of the date hereof:
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxxxx Xxxxxxx
..............................
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
On behalf of each of the Underwriters
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SCHEDULE I
PRINCIPAL AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED
UNDERWRITER CLASS A-1 CLASS A-2
X.X. Xxxxxx Securities Inc. $159,550,000 $82,500,000
Bear, Xxxxxxx & Co. Inc. $159,550,000 $82,500,000
Deutsche Xxxxxx Xxxxxxxx/X.X. Xxxxxxxx Inc. $159,550,000 $82,500,000
Xxxxxxx, Sachs & Co. $159,550,000 $82,500,000
Xxxxxx Brothers Inc. $159,550,000 $82,500,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx $159,550,000 $82,500,000
Incorporated
TOTAL $957,300,000 $495,000,000
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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")
AGGREGATE PRINCIPAL AMOUNT OF EACH CLASS:
Class A-1: $957,300,000
Class A-2: $495,000,000
PRICE TO PUBLIC OF EACH CLASS:
Class A-1: 100.00%
Class A-2: 100.00%
PURCHASE PRICE BY UNDERWRITERS OF EACH CLASS:
Class A-1: 99.775%
Class A-2: 99.725%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of October 1, 1996, among Bankers Trust
Company, as Indenture Trustee, the SLM Student Loan Trust 1996-4, and The Chase
Manhattan Bank (USA), as Eligible Lender Trustee. MATURITY:
Class A-1: July 2004 Distribution Date
Class A-2: July 2009 Distribution Date
INTEREST RATE:
Class A-1: T-Xxxx Rate plus 0.48%
Class A-2: T-Xxxx Rate plus 0.64%
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC)
TIME OF DELIVERY: October 3, 1996
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CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Student Loan Marketing Association
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, XX 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: X.X. Xxxxxx Securities Inc.
Address for Notices, etc.: X.X. Xxxxxx Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx Xxxxxxx
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