EXHIBIT 1.2
PRICING AGREEMENT FOR
PUBLICLY OFFERED NOTES
October 7, 2004
Credit Suisse First Boston LLC
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
As Representatives of the several
Underwriters named in Schedule I hereto
Ladies and Gentlemen:
SLM Funding LLC, a Delaware limited liability company (the
"Company"), and SLM Education Credit Finance Corporation, a Delaware corporation
("SLM ECFC"), propose, subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated October 7, 2004 (the "Underwriting
Agreement"), between the Company, SLM ECFC and SLM Corporation, on the one hand,
and Credit Suisse First Boston LLC, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and ▇▇▇▇▇▇▇ Lynch,
Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as Representatives of the Underwriters
named therein, on the other hand, that the Company, (i) having caused the
formation of the trust (the "Trust") pursuant to a trust agreement, dated as of
September 27, 2004 (the "Initial Trust Agreement"), between the Company and
Chase Manhattan Bank USA, National Association, as eligible lender trustee (the
"Eligible Lender Trustee"), will cause the Initial Trust Agreement to be amended
and restated by an Amended and Restated Trust Agreement, dated as of the Time of
Delivery, among the Company, the Eligible Lender Trustee and the Indenture
Trustee (defined below) and (ii) will 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, 2004 (the "Indenture"), among the Trust, the Eligible Lender Trustee and
Deutsche Bank Trust Company Americas, 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 Pricing 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 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 the Time of
Delivery, the Company agrees, and SLM ECFC agrees that it will cause the
Company, not to, and not to permit any affiliated entity to, offer, sell or
contract to sell, or otherwise dispose of, securities substantially similar to
the Designated 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, as
amended; (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, within 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 Trust; 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 eight counterparts hereof, and upon acceptance hereof by
you, 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, SLM ECFC and
SLM Corporation. It is understood that your acceptance of this letter 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, SLM ECFC and
SLM Corporation for examination upon request, but without warranty on the part
of the Underwriters as to the authority of the signers thereof.
Very truly yours,
SLM FUNDING LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
SLM EDUCATION CREDIT FINANCE CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Accepted and agreed with respect to
Sections 8, 10, 12 and 13 of the
Underwriting Agreement:
SLM CORPORATION
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇
Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Agent
Pricing Agreement
Accepted as of the date hereof:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
By: /s/ ▇▇▇▇▇▇▇, SACHS & CO.
(▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.)
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
as Representatives of the Underwriters
Pricing Agreement
SCHEDULE I
UNDERWRITER CLASS A-1 CLASS A-2 CLASS A-3 CLASS B
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Credit Suisse First Boston LLC $ 55,600,000 $ 113,200,000 $ 78,302,000 $ 23,669,000
▇▇▇▇▇▇▇, Sachs & Co. $ 55,600,000 $ 113,200,000 $ 78,302,000 $ 23,668,000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated $ 55,600,000 $ 113,200,000 $ 78,301,870 $ 23,668,000
ABN AMRO Incorporated $ 55,600,000 $ 113,200,000 $ 78,302,000 $ 23,668,000
Greenwich Capital Markets, Inc. $ 55,600,000 $ 113,200,000 $ 78,302,000 $ 23,668,000
--------------- ----------------- ------------------ ----------------
TOTAL $ 278,000,000 $ 566,000,000 $ 391,509,870 $ 118,341,000
=============== ================= ================== ================
SCHEDULE I - 1
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 B Student Loan-Backed Notes
(for purposes of this Schedule II, "Class B")
AGGREGATE PRINCIPAL AMOUNT OF EACH CLASS:
Class A-1: $278,000,000
Class A-2: $566,000,000
Class A-3: $391,509,870
Class B: $118,341,000
PRICE TO PUBLIC OF EACH CLASS:
Class A-1: 100.0%
Class A-2: 100.0%
Class A-3: 100.0%
Class B: 100.0%
PURCHASE PRICE BY UNDERWRITERS OF EACH CLASS:
Class A-1: 99.875%
Class A-2: 99.820%
Class A-3: 99.800%
Class B: 99.650%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of October 1, 2004, among Deutsche Bank Trust
Company Americas, as Indenture Trustee, the SLM Student Loan Trust 2004-10, and
Chase Manhattan Bank USA, National Association, as Eligible Lender Trustee.
SCHEDULE II - 1
MATURITY:
Class A-1: July 2009 Distribution Date
Class A-2: January 2014 Distribution Date
Class A-3: October 2016 Distribution Date
Class B: January 2040 Distribution Date
INTEREST RATE:
Class A-1: 3/4 -month LIBOR * minus 0.02%
Class A-2: 3/4 -month LIBOR * plus 0.02%
Class A-3: 3/4 -month LIBOR * plus 0.09%
Class B: 3/4 -month LIBOR * plus 0.37%
__________________
* As to initial Accrual Period; thereafter, Three-month LIBOR.
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC, Clearstream, Luxembourg and/or
Euroclear)
TIME OF DELIVERY: October 20, 2004
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SCHEDULE II - 2
NAMES AND ADDRESSES OF REPRESENTATIVES:
Credit Suisse First Boston LLC
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile:
Attention:
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
SCHEDULE II - 3
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 an interest rate cap agreement (the
"Interest Rate Cap Agreement") with Swiss Re Financial Products Corporation (the
"Cap Counterparty"), an initial currency swap agreement for the Class A-4 Notes
(the "Class A-4 Currency Swap Agreement") with The Royal Bank of Scotland plc
(the "Class A-4 Currency Swap Counterparty") and an initial currency swap
agreement for the class A-8 Notes (the "Class A-8 Currency Swap Agreement" and,
together with the Interest Rate Cap Agreement and the Class A-4 Currency Swap
Agreement, the "Swap Agreements") with AIG Financial Products Corp. (the "Class
A-8 Currency Swap Counterparty" and, together with the Class A-4 Currency Swap
Counterparty and the Cap Counterparty, the "Swap Counterparties").
2. The following paragraph is hereby added to Section 7 of the
Underwriting Agreement:
(n) 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 to them at or
before the Time of Delivery, and a copy of each certificate required to be
delivered thereunder to them 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 Note Purchase
Agreement, dated the date hereof, among Credit Suisse First Boston LLC, Credit
Suisse First Boston (Europe) Limited, ▇▇▇▇▇▇▇, Sachs & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇
International, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ ▇▇▇▇▇
International, ABN AMRO Incorporated, ABN AMRO Bank N.V., Fortis Bank NV and
Greenwich Capital Markets, Inc., as initial purchasers (the "Initial
Purchasers"), the Company, SLM ECFC and SLM Corporation, 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