EXHIBIT 1.2
PRICING AGREEMENT
Xxxxx 0, 0000
Xxxxxxxx Bank Securities Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
0 XXXX, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
SLM Education Credit Funding LLC, a Delaware limited liability
company (the "Company"), and SLM Education Credit Management Corporation, a
Delaware corporation ("SLM Education Credit"), propose, subject to the terms and
conditions stated in this letter agreement and in the Underwriting Agreement,
dated March 6, 2003 (the "Underwriting Agreement"), between the Company and SLM
Education Credit, on the one hand, and Deutsche Bank Securities Inc., Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx Barney Inc. (the
"Underwriters"), 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 "Trustee"), to issue and sell to 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 Trust and JPMorgan
Chase Bank, as trustee (the "Indenture Trustee"). Unless otherwise defined in
this letter agreement, terms defined in the Underwriting Agreement are used in
this letter agreement.
Except as modified pursuant to Schedule II hereto, each of the
provisions of the Underwriting Agreement is incorporated in this letter
agreement 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 in
this letter agreement; and each of the representations and warranties set forth
tin this letter agreement shall be deemed to have been made at and as of the
date of this Pricing Agreement, except that each representation and warranty in
Section 2 of the Underwriting Agreement which refers to the Prospectus shall be
deemed to be a representation or warranty in relation to the
Prospectus, as of the date of the Underwriting Agreement, and also a
representation and warranty in relation to the Prospectus as amended or
supplemented relating to the Designated Securities which are the subject of this
Pricing Agreement, as of the date of this Pricing Agreement. Each reference to
the Representatives in this letter agreement and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you.
The Representative 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 in this letter
agreement and in the Underwriting Agreement incorporated in this letter
agreement 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
13, 2003, the Company agrees, and SLM Education 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, private credit student loans, which are
educational loans to students or parents of students that are not guaranteed or
reinsured under the Federal Family Education Loan Program of any other federal
student loan program, 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 apply to
the issuer; and (c) it has complied and will comply
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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.
If the foregoing is in accordance with your understanding,
please sign and return to us 7 counterparts of this letter agreement, and upon
acceptance of this letter agreement by you, on behalf of each of the
Underwriters, this letter agreement and such acceptance of this letter
agreement, including the provisions of the Underwriting Agreement incorporated
in this letter agreement by reference, shall constitute a binding agreement
between each of the Underwriters, the Company and SLM Education Credit. It is
understood that your acceptance of this letter agreement 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 SLM Education Credit for examination upon request, but without
warranty on the part of the Representatives as to the authority of the signers
of this letter agreement.
Very truly yours,
SLM EDUCATION CREDIT FUNDING LLC
By: /s/ XXXX X. XXXXXX
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
SLM EDUCATION CREDIT MANAGEMENT
CORPORATION
By: /s/ J. XXXXX XXXXXX
-----------------------------
Name: J. Xxxxx Xxxxxx
Title: Chief Financial Officer
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Accepted as of the date of this letter agreement:
DEUTSCHE BANK SECURITIES INC.
By: /s/ XXXXX XXXXXX
-----------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
By: /s/ XXXX XXXXXXXX
-----------------------------
Name: Xxxx Xxxxxxxx
Title: Director
XXXXXXX LYNCH, PIERCE, XXXXXX & Xxxxx Incorporated
By: /s/ XXXXXXX XXXXXXXXX
-----------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX BARNEY INC.
By: /s/ XXXX X. XXXXXX
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Director
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SCHEDULE I
AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED
UNDERWRITER CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS B CLASS C
Deutsche Bank Securities Inc. $ 166,690,000 $ 106,666,000 $ 0 $ 0 $ 11,523,000 $ 15,956,000
Xxxxxxx Lynch, Pierce, Xxxxxx & $ 166,690,000 $ 106,667,000 $ 76,600,000 $ 0 $ 11,523,000 $ 15,955,000
Xxxxx Incorporated
Xxxxxxx Xxxxx Barney Inc. $ 166,691,000 $ 106,666,000 $ 0 $ 76,600,000 $ 11,524,000 $ 15,955,000
Total $ 500,071,000 $ 320,000,000 $ 76,600,000 $ 76,600,000 $ 34,570,000 $ 47,866,000
============= ============= ============ ============ ============ ============
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")
Auction Rate Class A-3 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-3")
Auction 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")
Floating Rate Class C Student Loan-Backed Notes
(for purposes of this Schedule II, "Class C")
AGGREGATE PRINCIPAL AMOUNT OF EACH CLASS:
Class A-1: $ 500,071,000
Class A-2: $ 320,000,000
Class A-3: $ 76,600,000
Class A-4: $ 76,600,000
Class B: $ 34,570,000
Class C: $ 47,866,000
PRICE TO PUBLIC OF EACH CLASS:
Class A-1: 100.000%
Class A-2: 100.000%
Class A-3: 100.000%
Class A-4: 100.000%
Class B: 100.000%
Class C: 100.000%
PURCHASE PRICE BY UNDERWRITERS OF EACH CLASS:
Class A-1: 99.700%
Class A-2: 99.600%
Class A-3: 99.650%
Class A-4: 99.650%
Class B: 99.500%
Class C: 99.250%
Specified Funds for Payment of Purchase Price: Same Day Funds
Indenture: Indenture, dated as of March 1, 2003, between JPMorgan Chase
Bank, as Indenture Trustee, and SLM Private Credit Student Loan Trust 2003-A.
MATURITY:
Class A-1: December 2015 Distribution Date
Class A-2: September 2020 Distribution Date
Class A-3 June 2032 Distribution Date
Class A-4: June 2032 Distribution Date
Class B: June 2032 Distribution Date
Class C: June 2032 Distribution Date
INTEREST RATE:
Class A-1: interpolated 3 month/4 month LIBOR* plus 0.11%
Class A-2: interpolated 3 month/4 month LIBOR* plus 0.44%
Class A-3: Auction Rate
Class A-4: Auction Rate
Class B: interpolated 3 month/4 month LIBOR* plus 0.75%
Class C: interpolated 3 month/4 month LIBOR* plus 1.60%
----------
* As to initial Accrual Period; thereafter, Three-month LIBOR.
Form of Designated Securities: Book-Entry (DTC)
Time of Delivery: March 13, 2003
Closing location for delivery of Designated Securities:
Xxxxxx Xxx, Inc.
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, XX 00000
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NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Address for Notices, etc.: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
0 XXXX, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx Xxxx
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 a separate swap agreements
(the "Swap Agreements") with Citibank, N.A. and Xxxxxxx Xxxxx Derivative
Products AG (the "Swap Counterparties") and an interest rate cap
agreement (the "Cap Agreement") with Deutsche Bank AG, New York Branch
(the "Counterparty").
2. The following paragraph is hereby added to Section 7 of the
Underwriting Agreement:
(m) The Swap Agreements shall have been entered into by the
Trust and the Swap Counterparties, the Cap Agreement shall have been
entered into by the Trust and the Counterparty, 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.
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