Exhibit 10.2
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TRANSFER AGREEMENT
from
GOAL FUNDING, INC.
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
to
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
and
EDUCATION LOANS INCORPORATED
----------------------------
Dated as of February 1, 2004
----------------------------
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GOAL FUNDING, INC., a Delaware corporation ("GOAL Funding"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as indenture trustee and
eligible lender trustee (the "GOAL Funding Trustee" and, together with GOAL
Funding, the "Transferors") under the Indenture, dated as of November 26, 2002
(the "GOAL Funding Indenture"), among GOAL Funding, Citicorp North America,
Inc., as agent, the financial institutions named therein, as lenders, Ambac
Assurance Corporation, as insurer, Student Loan Finance Corporation ("SLFC"), as
master servicer, and the GOAL Funding Trustee, in consideration of the payment
(i) to the Transferors of $97,020,224.26 (which amount is equal to the
outstanding principal balance of such Assigned Student Loans (as hereinafter
defined), plus accrued and unpaid interest and Special Allowance Payments
thereon, as of the effective date of this Agreement), and (ii) to SLFC of
$1,766,008.44 (to reimburse SLFC for amounts contributed by SLFC to GOAL Funding
to enable the Transferors to pay the premium portion of the purchase price of
the Assigned Student Loans, as hereinafter defined, constituting FFELP Loans)
receipt of which is hereby acknowledged, hereby (a) assign, transfer and convey,
subject to the following paragraph, to U.S. BANK NATIONAL ASSOCIATION, as
trustee (the "Note Trustee") under the Indenture of Trust, dated as of February
1, 2004 (as amended and supplemented, including by a First Supplemental
Indenture of Trust, dated as of February 1, 2004, the "Note Indenture"), between
Education Loans Incorporated, a Delaware corporation (the "Corporation"), and
the Note Trustee, and to the Corporation, as their interests may appear, without
recourse, all right, title and interest in, to and under, and (b) in the case of
the GOAL Funding Trustee, releases all right, interest, lien or claim of any
kind that the GOAL Funding Trustee may have under the GOAL Funding Indenture
with respect to: (1) each of the Student Loans (as defined in the Note
Indenture), including any evidences of indebtedness and all related
documentation, identified in the list attached hereto as Exhibit A (the
"Assigned Student Loans"), and by this reference made a part hereof, each of
which was acquired with moneys available therefor under the GOAL Funding
Indenture, either through the origination thereof on behalf of GOAL Funding or
through the purchase thereof by or behalf of GOAL Funding pursuant to the
Student Loan Purchase Agreements identified in the list attached hereto as
Exhibit B (the "Student Loan Purchase Agreements"), together with accrued and
unpaid borrower interest, federal interest subsidy payments and Special
Allowance Payments thereon, (2) the Student Loan Purchase Agreements, to the
extent they relate to the Assigned Student Loans, (3) all rights and remedies of
the Transferors under all of the foregoing, including the right to enforce the
same in the same manner and to the same extent as the Transferors might do but
for the execution and delivery of this Transfer Agreement, (4) $670,807.30 from
amounts on deposit in the Guarantee Subaccount established under the GOAL
Funding Indenture, such amount having been transferred on the date hereof to the
Note Trustee for deposit in the Alternative Loan Guarantee Fund established
under the Note Indenture, and (5) all proceeds of any of the foregoing.
It is hereby acknowledged that the foregoing transfer and assignment is
being made pursuant to, and subject to the provisions of, Section 5.1 of the
Note Indenture, which provides that the Note Trustee shall be the legal owner of
all student loans financed under the Note Indenture (which includes the Assigned
Student Loans) for all purposes of the Higher Education Act and each Guarantee
Program and Alternative Loan Program (as such terms are defined in the Note
Indenture), but that the Note Trustee shall so hold such financed student loans
(including the Assigned Student Loans) in its capacity as trustee of an express
trust created pursuant to the Note Indenture and, in such capacity, shall be
acting on behalf of the Corporation, as the
beneficial owner of such financed student loans (including the Assigned Student
Loans), as well as the Holders of the Notes and all Other Beneficiaries, as
their interests may appear.
To the extent required by the Higher Education Act and the Guarantee
Program regulations or the Alternative Loan Program, the Transferors agree to
notify, or cause to be notified, each borrower under each Assigned Student Loan
of the assignment and transfer to the Trustee (but for the account and on behalf
of the Corporation) of the Transferors' interest in such Assigned Student Loan
and shall direct the borrower to make all payments thereon directly to the
Servicer until otherwise notified by the Trustee. To the extent permitted by the
Higher Education Act and the Guarantee Program regulations or the Alternative
Loan Program, as appropriate, the Corporation may waive this requirement if the
notice is or has been sent by the Servicer on behalf of the Transferors.
If either of the Transferors is the recipient of any funds, from whatever
source received, which constitute payment of principal with respect to any
Assigned Student Loan, or accrued and unpaid borrower interest, federal interest
subsidy payments and Special Allowance Payments thereon as of the date of this
Agreement, or accrued interest or Special Allowance Payments accrued thereon for
any period subsequent to the date of this Agreement, such Transferor shall
promptly remit, or cause to be remitted, all such funds to the Servicer or in
such manner as the Trustee may otherwise direct.
Each of the Corporation and the Note Trustee, by entering into this
Agreement, covenants and agrees that it will not at any time institute against
GOAL Funding, or join in any institution against GOAL Funding of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligation relating to this Agreement.
Each of the Transferors, by entering into this Agreement, covenants and
agrees that it will not at any time institute against the Corporation, or join
in any institution against the Corporation of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection with
any obligation relating to this Agreement.
The Transferors further agree to individually endorse any of the
above-described Assigned Student Loans or any documents related thereto payable
to the Note Trustee upon the request of the Note Trustee for any reason,
including, without limitation, the default of any maker of any of the Assigned
Student Loans described hereinabove or assigned hereunder, and the default of
the Corporation under the Note Indenture.
All terms capitalized but not defined herein shall have the meaning
ascribed thereto in the Note Indenture.
This Transfer Agreement shall be governed by, and construed in accordance
with, the laws of the State of South Dakota.
2
This transfer and assignment shall be effective the 11/th/ day of February,
2004.
GOAL FUNDING, INC
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
President
U.S. BANK NATIONAL ASSOCIATION,
as GOAL Funding Trustee
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Vice President
The undersigned, as Note Trustee, hereby accepts the above Transfer
Agreement and acknowledges receipt of the Assigned Student Loans (including any
evidences of indebtedness and all related documentation), the Student Loan
Purchase Agreements and the $1,766,008.44 described above.
Dated this 11/th/ day of February, 2004.
U.S. BANK NATIONAL ASSOCIATION,
as Note Trustee
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Vice President
The Corporation hereby accepts the above Transfer Agreement.
Dated this 11/th/ day of February, 2004.
EDUCATION LOANS INCORPORATED
By:: /s/ Xxxxxxx X. Xxxx
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President
3
EXHIBIT A
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[List of Assigned Student Loans]
[Computer Disks and Paper Supplement Attached]
EXHIBIT B
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[List of Student Loan Purchase Agreements]
