EXHIBIT 1.2
EXECUTION VERSION
PRICING AGREEMENT
CREDIT SUISSE FIRST BOSTON LLC
ELEVEN ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
AND
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
AS REPRESENTATIVES OF THE SEVERAL
UNDERWRITERS NAMED ON SCHEDULE I HERETO
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
AS REPRESENTATIVES OF ▇▇▇▇▇▇ BROTHERS INTERNATIONAL (EUROPE) AND
FORTIS BANK NV
FEBRUARY 21, 2003
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 ("▇▇▇▇▇▇ ▇▇▇"), propose, subject to the terms and conditions
stated herein and in the Underwriting Agreement, dated February 21, 2003 (the
"Underwriting Agreement"), between the Company and ▇▇▇▇▇▇ Mae, on the one hand,
and Credit Suisse First Boston LLC, Credit Suisse First Boston (Europe) Limited
and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., on the other hand, that the Company will cause
the trust (the "Trust") formed pursuant to the Trust Agreement dated as of
February 14, 2003 between the Company and Chase Manhattan Bank USA, National
Association, 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 March 1, 2003 (the "Indenture"), between the Trust and The Bank of
New York, 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.
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 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 March 4, 2003, the Company
agrees, and ▇▇▇▇▇▇ ▇▇▇ 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 evidencing an ownership in, Student Loans, other than any
auction rate securities on their respective auction dates, 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
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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 Notes in circumstances in which section 21(1) of the FSMA does not
apply to the Company; 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. The
Company represents and agrees that it has been informed of the existence of the
FSA stabilizing guidance contained in Section MAR 2, ▇▇▇ 2G of the FSA Handbook
(the Handbook of rules and guidance issued by the Financial Services Authority).
Credit Suisse First Boston (Europe) Limited, in its capacity as UK
Stabilizing Manager, may, to the extent permitted by applicable laws, over-allot
and effect transactions in any over-the-counter market or otherwise in
connection with the distribution of the Class A-5 Student Loan-Backed Notes (the
"Euro Notes") with a view to supporting the market price of the Euro Notes at
levels higher than those which might otherwise prevail in the open market, but
in doing so it shall not act as agent of the Company and any loss resulting from
over-allotment or stabilization will be borne, and any profit arising from them
shall be retained, by the UK Stabilizing Manager or, as the case may be, the
Underwriters in the manner agreed among them. The Underwriters acknowledge that
the Company has not authorized the issue of Euro Notes in a principal amount
exceeding Euro 588,000,000.
Each Underwriter further represents and agrees that it understands that the
Seller has not taken any action, or will take any action, that would permit a
public offering of the Notes in any country or jurisdiction other than in the
United States, where action for that purpose is required, and the Notes shall
not be offered or sold, directly or indirectly, and neither the Prospectus nor
any circular, prospectus, form of application, advertisement or other material
may be distributed in or from or published in any such country or jurisdiction,
except under circumstances that will result in compliance with any applicable
laws and regulations.
If the foregoing is in accordance with your understanding, please sign and
return to us seven 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 ▇▇▇▇▇▇ ▇▇▇. 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 ▇▇▇▇▇▇ Mae 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 LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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STUDENT LOAN MARKETING ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Accepted as of the date hereof:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Director
On behalf of each of the Underwriters
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
On behalf ▇▇▇▇▇▇ Brothers International (Europe) and Fortis Bank NV
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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 A-5
Credit Suisse First Boston LLC $ 54,080,000 $ 82,015,000 $ 87,843,000 $ 96,287,000 EURO 0
Credit Suisse First Boston (Europe)
Limited $ 0 $ 0 $ 0 $ 0 EURO 179,334,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Inc. $ 54,080,000 $ 82,015,000 $ 87,843,000 $ 96,287,000 EURO 179,333,000
▇▇▇▇▇▇ Brothers Inc. $ 54,080,000 $ 82,015,000 $ 87,843,000 $ 96,287,000 EURO 0
▇▇▇▇▇▇ Brothers International (Europe) $ 0 $ 0 $ 0 $ 0 EURO 179,333,000
Fortis Bank NV $ 0 $ 0 $ 0 $ 0 EURO 50,000,000
TOTAL $ 162,240,000 $ 246,045,000 $ 263,529,000 $ 288,861,000 EURO 588,000,000
============= ============= ============= ============= =================
UNDERWRITER CLASS A-6 CLASS A-7 CLASS A-8 CLASS A-9 CLASS B
Credit Suisse First Boston LLC $ 0 $ 0 $ 100,000,000 $ 0 $ 0
Credit Suisse First Boston (Europe)
Limited $ 0 $ 0 $ 0 $ 0 $ 0
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney, Inc. $ 66,550,000 $ 100,000,000 $ 0 $ 0 $ 60,753,000
▇▇▇▇▇▇ Brothers International (Europe) $ 0 $ 0 $ 0 $ 0 $ 0
▇▇▇▇▇▇ Brothers Inc. $ 0 $ 0 $ 100,000,000 $ 0
Fortis Bank NV $ 0 $ 0 $ 0 $ 0 $ 0
TOTAL $ 65,550,000 $ 100,000,000 $ 100,000,000 $ 100,000,000 $ 60,753,000
============= ============= ============= ============= =============
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")
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")
Auction Rate Class A-6 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-6")
Auction Rate Class A-7 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-7")
Auction Rate Class A-8 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-8")
Auction Rate Class A-9 Student Loan-Backed Notes
(for purposes of this Schedule II, "Class A-9")
Auction Rate Class B Student Loan-Backed Notes
(for purposes of this Schedule II, "Class B")
AGGREGATE PRINCIPAL AMOUNT OF EACH CLASS:
Class A-1: $ 162,240,000
Class A-2: $ 246,045,000
Class A-3: $ 263,529,000
Class A-4: $ 288,861,000
Class A-5: EURO 588,000,000
Class A-6: $ 66,550,000
Class A-7: $ 100,000,000
Class A-8: $ 100,000,000
Class A-9: $ 100,000,000
Class B: $ 60,753,000
PRICE TO PUBLIC OF EACH CLASS:
Class A-1: 100.00%
Class A-2: 100.00%
Class A-3: 100.00%
Class A-4: 100.00%
Class A-5: 100.00%
Class A-6: 100.00%
Class A-7: 100.00%
Class A-8: 100.00%
Class A-9: 100.00%
Class B: 100.00%
PURCHASE PRICE BY UNDERWRITERS OF EACH CLASS:
Class A-1: 99.830%
Class A-2: 99.800%
Class A-3: 99.775%
Class A-4: 99.750%
Class A-5: 99.650%
Class A-6: 99.650%
Class A-7: 99.650%
Class A-8: 99.650%
Class A-9: 99.650%
Class B: 99.600%
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Same Day Funds
INDENTURE: Indenture, dated as of March 1, 2003, among The Bank of New York,
as Indenture Trustee, the SLM Student Loan Trust 2003-2, and Chase Manhattan
Bank USA, National Association, as Eligible Lender Trustee.
MATURITY:
Class A-1: September 2009 Distribution Date
Class A-2: December 2012 Distribution Date
Class A-3: December 2015 Distribution Date
Class A-4: September 2018 Distribution Date
Class A-5: December 2023 Distribution Date
Class A-6: September 2028 Distribution Date
Class A-7: September 2028 Distribution Date
Class A-8: September 2028 Distribution Date
Class A-9: September 2028 Distribution Date
Class B: June 2039 Distribution Date
INTEREST RATE:
Class A-1: interpolated 3/4-month LIBOR* plus 0.02%
Class A-2: interpolated 3/4-month LIBOR* plus 0.03%
Class A-3: interpolated 3/4-month LIBOR* plus 0.10%
Class A-4: interpolated 3/4-month LIBOR* plus 0.19%
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Class A-5: interpolated 3/4-month EURIBOR* plus 0.26%
Class A-6: auction rate
Class A-7: auction rate
Class A-8: auction rate
Class A-9: auction rate
Class B: auction rate
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* As to initial Accrual Period; thereafter, Three-month LIBOR or EURIBOR, as
applicable.
FORM OF DESIGNATED SECURITIES: Book-Entry (DTC), except for Class A-5 Notes,
which are Euroclear
TIME OF DELIVERY: March 4, 2003
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Student Loan Marketing Association
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Credit Suisse First Boston LLC
Address for Notices, etc.: Credit Suisse First Boston LLC
Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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