EXHIBIT 1.2
PRICING AGREEMENT FOR
PUBLICLY OFFERED NOTES
March 10, ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Securities LLC
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Citigroup Global Markets Inc.
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Credit Suisse First Boston LLC
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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 the Student Loan Marketing Association, a corporation formed
under the laws of the United States of America ("SLMA"), propose, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
March 10, 2004 (the "Underwriting Agreement"), between the Company and SLMA, on
the one hand, and Banc of America Securities LLC, Citigroup Global Markets Inc.
and Credit Suisse Credit Suisse First Boston LLC, as Representatives of the
Underwriters named therein, on the other hand, that the Company formed (the
"Trust") pursuant to a trust agreement, dated as of March 5, 2004, between the
Company and Chase Manhattan Bank USA, National Association, as eligible lender
trustee (the "Eligible Lender Trustee"), which trust agreement will 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), 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, 2004, among
the Trust, the Eligible Lender Trustee and The Bank of New York, as indenture
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 Time of
Delivery, the Company agrees, and SLMA 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, 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 the Notes in circumstances in which section 21(1) of the FSMA does
not apply to the Trust;
2
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, 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 SLMA.
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 and SLMA 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
STUDENT LOAN MARKETING ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Pricing Agreement
Accepted as of the date hereof:
BANC OF AMERICA SECURITIES LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
CITIGROUP GLOBAL MARKETS INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Director
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
as Representatives of the Underwriters
Pricing Agreement
SCHEDULE I
AMOUNT OF DESIGNATED SECURITIES TO BE PURCHASED
UNDERWRITER CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5 CLASS B
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Banc of America Securities LLC $ 52,500,000 $ 70,167,000 $ 62,667,000 $ 73,166,000 $116,853,500 $ 15,343,000
Citigroup Global Markets Inc. $ 52,500,000 $ 70,167,000 $ 62,667,000 $ 73,166,000 $116,853,500 $ 15,343,000
Credit Suisse First Boston LLC $ 52,500,000 $ 70,167,000 $ 62,666,000 $ 73,167,000 $116,853,500 $ 15,343,000
Barclays Capital Inc. $ 52,500,000 $ 70,167,000 $ 62,666,000 $ 73,167,000 $116,853,500 $ 15,343,000
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. $ 52,500,000 $ 70,166,000 $ 62,667,000 $ 73,167,000 $116,853,500 $ 15,343,000
Greenwich Capital Markets, Inc. $ 52,500,000 $ 70,166,000 $ 62,667,000 $ 73,167,000 $116,853,500 $ 15,343,000
------------ ------------ ------------ ------------ ------------ ------------
TOTAL $315,000,000 $421,000,000 $376,000,000 $439,000,000 $701,121,000 $ 92,058,000
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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 A-4 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-4")
Floating Rate Class A-5 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-5")
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: $315,000,000
Class A-2: $421,000,000
Class A-3: $376,000,000
Class A-4: $439,000,000
Class A-5: $701,121,000
Class B: $ 92,058,000
PRICE TO PUBLIC OF EACH CLASS:
Class A-1: 100.0%
Class A-2: 100.0%
Class A-3: 100.0%
Class A-4: 100.0%
Class A-5: 100.0%
Class B: 100.0%
PURCHASE PRICE BY UNDERWRITERS OF EACH CLASS:
Class A-1: 99.850%
Class A-2: 99.820%
Class A-3: 99.800%
Class A-4: 99.775%
Class A-5: 99.720%
Class B: 99.650%
SCHEDULE II - 1
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of March 1, 2004, among The Bank of New York, as
Indenture Trustee, the SLM Student Loan Trust 2004-3, and Chase Manhattan Bank
USA, National Association, as Eligible Lender Trustee.
MATURITY:
Class A-1: October 2009 Distribution Date
Class A-2: April 2013 Distribution Date
Class A-3: April 2016 Distribution Date
Class A-4: April 2019 Distribution Date
Class A-5: July 2023 Distribution Date
Class B: October 2039 Distribution Date
INTEREST RATE:
Class A-1: interpolated 4/5 month LIBOR * minus 0.01%
Class A-2: interpolated 4/5 month LIBOR * plus 0.01%
Class A-3: interpolated 4/5 month LIBOR * plus 0.09%
Class A-4: interpolated 4/5 month LIBOR * plus 0.13%
Class A-5: interpolated 4/5 month LIBOR * plus 0.17%
Class B: interpolated 4/5 month LIBOR * plus 0.47%
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* As to initial Accrual Period; thereafter, Three-month LIBOR.
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC, Clearstream, Luxembourg and/or
Euroclear)
TIME OF DELIVERY: March 18, 2004
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Student Loan Marketing Association
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SCHEDULE II - 2
NAMES AND ADDRESSES OF REPRESENTATIVES:
Credit Suisse First Boston LLC
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Banc of America Securities LLC
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Facsimile: 704/386-2731
Attention: ▇▇▇ ▇▇▇▇▇▇
and
Citigroup Global Markets Inc.
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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 Bank of America, N.A. (the "Cap
Counterparty") and separate currency swap agreements (the "Class A-6A Currency
Swap Agreement" and the "Class A-6B Currency Swap Agreement" and, together with
the Interest Rate Cap Agreement, the "Swap Agreements") with Swiss Re Financial
Products Corporation (the "Currency Swap Counterparty" and, together with 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 Banc of America Securities Limited,
Credit Suisse First Boston (Europe) Limited, as representative of certain
initial purchasers and Greenwich Capital Markets, Inc., as initial purchasers
(the "Initial Purchasers"), the Company and SLMA, 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