Exhibit 1.1
PRICING AGREEMENT
XXXXXX XXXXXXX & CO. INCORPORATED
0000 XXXXXXXX
XXX XXXX, XXX XXXX 00000
December 21, 1999
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
December 21, 1999 (the "Underwriting Agreement"), between the Company and Xxxxxx
Xxx, on the one hand, 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 December 1, 1999 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 December 1, 1999 (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 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 December
28, 1999, 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 1995 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 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
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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: J. Xxxxx Xxxxxx
Title: Chief Financial Officer
STUDENT LOAN MARKETING ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Treasurer
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Accepted as of the date hereof:
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
On behalf of the Underwriters named on Schedule I hereto
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SCHEDULE I
PRINCIPAL AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED
UNDERWRITER CLASS A-1 CLASS A-2
Xxxxxx Xxxxxxx & Co. Incorporated $1,201,500,000 $787,000,000
Other Underwriters (None) $ 0 $0
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: $1,201,500,000
Class A-2: $ 787,000,000
PRICE TO PUBLIC OF EACH CLASS: The Underwriters will offer the Class A-1 Notes
and Class A-2 Notes from time to time for sale in one or more negotiated
transactions, or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices.
PURCHASE PRICE BY UNDERWRITERS OF EACH CLASS:
Class A-1: 99.9%
Class A-2: 99.9%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of December 1, 1999, among Bankers Trust
Company, as Indenture Trustee, the SLM Student Loan Trust 1999-3, and Chase
Manhattan Bank Delaware, as Eligible Lender Trustee.
MATURITY:
Class A-1: January 2007
Class A-2: July 2012
INTEREST RATE:
Class A-1: One-month LIBOR* plus 0.08%
Class A-2: One-month LIBOR* plus 0.16%
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* As to initial Accrual Period; thereafter, Three-month LIBOR.
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC)
TIME OF DELIVERY: December 28, 1999
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Student Loan Marketing Association
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, XX 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representative: Xxxxxx Xxxxxxx & Co. Incorporated
Address for Notices, etc.: Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxx
MODIFICATIONS TO UNDERWRITING AGREEMENT:
1. The following sentence is hereby added to the end of the first
paragraph of the Underwriting Agreement:
In this Underwriting Agreement and in any Pricing Agreement,
the term "Underwriters" also may refer to a single firm acting as sole
Underwriter of the Designated Securities.
2. Notwithstanding the last sentence of Section 6 of the
Underwriting Agreement, the Company or Xxxxxx Xxx will pay or cause to be paid
the reasonable costs and expenses incurred by the Underwriters with respect to
any legal fees or distribution expenses in connection with the offering of the
Designated Securities.
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