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Exhibit 99.6
$400,000,000
SLM CLASS A-2 FLOATING RATE STUDENT LOAN-BACKED NOTES
CLASS A-2 NOTE PURCHASE AGREEMENT
September 26, 2000
Merrill Lynch Bank USA
800 Scudders Mill Road
Plainsboro, NJ 08536
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 ("Sallie Mae") hereby confirm their agreement with Merrill Lynch
Bank USA (the "Class A-2 Purchaser") to cause SLM Student Loan Trust 2000-4 (the
"Trust") to sell, and the Class A-2 Purchaser hereby confirm its agreement to
purchase, $ 400,000,000 aggregate principal amount of Class A-2 Floating Rate
Student Loan-Backed Notes (the "Class A-2 Notes") of the Trust under the terms
and conditions herein.
Simultaneously with the sale of the $ 400,000,000 aggregate principal
amount of Class A-2 Notes hereunder, the Company and Sallie Mae will cause the
Trust to sell $1,554,482,000 aggregate principal amount of the Class A-1 Notes,
Class A-2 Floating Rate Student Loan-Backed Notes and Class B Floating Rate
Student Loan-Backed Notes (collectively, the "Underwritten Notes"), to Chase
Securities Inc. ("Chase Securities"), Goldman, Sachs & Co. ("Goldman Sachs"),
Banc of America Securities LLC, Credit Suisse First Boston Corporation, J.P.
Morgan Securities, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch")as underwriters (the "Notes Underwriters"), pursuant to the
Underwriting Agreement and Pricing Agreement, in each case dated September 12,
2000, among the Company, Sallie Mae and Chase Securities and Goldman Sachs , as
the Authorized Representatives of the several Underwriters (together, the
"Underwriting Agreement"). In addition, simultaneously with the sale of the $
400,000,000 aggregate principal amount of Class A-2 Notes hereunder, the Company
and Sallie Mae will cause the Trust to sell $100,000,000 aggregate principal
amount of the Class A-1 Floating Rate Student Loan-Backed Notes to Merrill Lynch
Bank & Trust Co. Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Indenture, dated as of September
1, 2000, among the Trust, Chase Manhattan Bank USA, National Association and
Bankers Trust Company (the "Indenture").
The Company and Sallie Mae hereby agree with Class A-2 Purchaser as
follows:
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Section 1. Representations and Warranties.
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(a) Representations and Warranties by the Company and Sallie Mae. Each
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of the Company and Sallie Mae jointly and severally represents and warrants to
the Class A-2 Purchaser as of the date hereof and as of the Closing Time
referred to in Section 2(b) and agrees with the Class A-2 Purchaser as follows:
(i) Due Organization. The Company has been duly incorporated and
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is validly existing as a corporation under the laws of the state of
Delaware, with power and authority to own, lease and operate its properties
and to conduct its business as described in the Prospectus and to enter
into and perform its obligations under this Agreement. Sallie Mae has been
duly organized and is validly existing under the laws of the United States,
with power and authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus and to enter into and
perform its obligations under this Agreement.
(ii) Authorization of this Agreement. This Agreement has been duly
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authorized, executed and delivered by the Company and Sallie Mae.
(iii) Other. The Company and Sallie Mae acknowledge and confirm to
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the Class A-2 Purchaser that the Class A-2 Purchaser has not conditioned
its willingness to purchase the Class A-2 Notes as described in Section
2(a) of this Agreement on the Company's and Sallie Mae's retention of
Merrill Lynch as an underwriter of the Underwritten Notes and that Merrill
Lynch has not conditioned its willingness to underwrite the Underwritten
Notes as described above on the Company's and Sallie Mae's agreement to
cause the Trust to sell Class A-2 Notes to the Class A-2 Purchaser as
described herein.
(b) Representations and Warranties by the Class A-2 Purchaser. The Class
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A-2 Purchaser represents and warrants to the Company and Sallie Mae as of the
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date hereof and as of the Closing Time referred to in Section 2(b) and agrees
with the Company and Sallie Mae as follows:
(i) Due Organization. The Class A-2 Purchaser has been duly formed
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and is validly existing as a New Jersey state-chartered bank, and is in
good standing under the laws of the State of New Jersey and has power and
authority to own, lease and operate its properties and to conduct its
business and to enter into and perform its obligations under this
Agreement.
(ii) Authorization of this Agreement. This Agreement has been duly
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authorized, executed and delivered by the Class A-2 Purchaser.
Section 2. Sale and Delivery to Class A-2 Purchaser; Closing.
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(a) Class A-2 Notes. On the basis of and in reliance on the
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representations, warranties and agreements herein contained and subject to the
terms and conditions herein set forth, the Company and Sallie Mae agree to cause
the Trust to sell to the Class A-2 Purchaser, and the Class A-2 Purchaser agrees
to purchase from the Trust, $400,000,000 aggregate principal
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amount of the Class A-2 Notes at the purchase price of 100% of such aggregate
principal amount.
(b) Payment. Payment of the purchase price for the Class A-2 Notes
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being sold hereunder shall be made at the offices of Sallie Mae, 11600 Sallie
Mae Drive, Reston, Virginia 20193 or at such other place as shall be agreed upon
by the Class A-1 Purchaser, the Company and Sallie Mae, at 10:00 A.M. (New York
time) on September 26, 2000, or such other time not later than ten business days
after such date as shall be agreed upon by the Class A-1 Purchaser, the Company
and Sallie Mae (such date and time of payment and delivery being herein called
the "Closing Time").
Payment shall be made to Sallie Mae by wire transfer of immediately
available funds to a bank account designated by Sallie Mae, against delivery to
or upon the order of the Class A-2 Purchaser of notes for the Class A-2 Notes
being sold hereunder.
(c) Denominations; Registration. Certificates for the Class A-2 Notes
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shall be in denominations of $ 1,000 and integral multiples of $ 1,000 in excess
thereof. The Class A-2 Notes will initially be represented by one or more
certificates registered in the name of Cede & Co., as nominee of The Depository
Trust Company ("DTC"). The interests of beneficial owners of each Class A-2 Note
will be represented by book entries on the records of DTC and participating
members thereof. Definitive certificates evidencing the Class A-2 Notes will be
available only under the limited circumstances specified in the Indenture.
Section 3. Conditions of Class A-2 Purchaser's Obligations. The obligations of
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the Class A-2 Purchaser are subject to the accuracy of the representations and
warranties of the Company and Sallie Mae contained in Section 1, to the
performance by the Company and Sallie Mae of their covenants and other
obligations hereunder and to the following additional conditions:
(a) Purchase Agreement. This Purchase Agreement has been duly executed
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and delivered by the parties thereto.
(b) Underwritten Notes. The Underwritten Notes have been duly executed,
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authenticated and delivered pursuant to the Indenture and paid for by the Notes
Underwriters.
(c) Ratings. The Class A-2 Notes shall have been rated as set forth in
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the Prospectus by the Rating Agencies specified in the Prospectus.
Section 4. Termination of Agreement. If any condition specified in this
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Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Class A-2 Purchaser by notice to the Company
and Sallie Mae at any time at or prior to the Closing Time, and such termination
shall be without liability of any party to any other party and except that
Sections 1, 3, 4 and 5 shall survive any such termination and remain in full
force and effect.
Section 5. Representations, Warranties and Agreements to Survive Delivery. All
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representations, warranties and agreements contained in this Agreement shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of the Class A-2
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Purchaser or controlling person, or by or on behalf of Company, Sallie Mae and
their respective Affiliates, and shall survive delivery of the Class A-2 Notes
to the Class A-2 Purchaser.
Section 6. Notices. All notices and other communications hereunder shall be in
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writing and shall be deemed to have been duly given if mailed or transmitted by
facsimile. Notices to the Class A-2 Purchaser shall be directed to the Class A-
2 Purchaser at Merrill Lynch Bank USA, 800 Scudders Mill Road, Plainsboro, NJ
08536, Attention: Richard Uhlig, Chief Investment Officer; Notices to Company
shall be directed to it at SLM Funding Corporation, 777 Twin Creek Drive,
Kileen, Texas 76543, Facsimile: (817) 554-4999 Attention: Phyllis A. Leeth, Vice
President; Notices to Sallie Mae shall be directed to it at Student Loan
Marketing Association, 11600 Sallie Mae Drive, Reston, Virginia 20193, Facsimile
(703) 810-7586 Attention: Mike Sheehan, Assistant Vice President.
Section 7. Parties. This agreement shall inure to the benefit of and be
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binding upon each of the Class A-2 Purchaser, the Company, Sallie Mae and their
respective successors. Nothing expressed or mentioned in this agreement is
intended or shall be construed to give any person, firm or corporation, any
legal or equitable right, remedy or claim under or in respect of this agreement
or any provision herein contained. This agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
Class A-2 Purchaser, the Company and Sallie Mae and their respective successors,
and their heirs and legal representatives and for the benefit of no other
person, firm or corporation.
Section 8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 9. Effect of Headings. The Article and Section headings herein and the
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Table of Contents are for convenience only and shall not affect the construction
hereof.
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If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company and Sallie Mae a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement among the Class A-2 Purchaser, Company and Sallie Mae in accordance
with its terms.
Very truly yours,
SLM FUNDING CORPORATION, a Delaware
corporation
By: /s/ Mark L. Heleen
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Name: Mark L. Heleen
Title: Vice President
STUDENT LOAN MARKETING ASSOCIATION, a
federally chartered corporation
By: /s/ Michael E. Sheehan
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Name: Michael E. Sheehan
Title: Assistant Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
Merrill Lynch Bank USA
By: _______________________________
Authorized Signatory
