LOAN TRANSFER ADDENDUM
This Loan Transfer Addendum (the "Addendum") is made and entered
into as of the 20th day of November, 2002, by and among SLC Student Loan
Receivables I, Inc. (the "Purchaser") acting by and through Deutsche Bank Trust
Company Americas, formerly known as Bankers Trust Company, not individually but
solely as eligible lender trustee (the "Purchaser Trustee") and The Student Loan
Corporation (the "Seller") acting by and through Citibank New York State, not
individually but solely as eligible lender trustee (the "Seller Trustee").
WHEREAS, the parties hereto entered into the Loan Sale and
Contribution Agreement, dated as of March 27, 2002 (the "Loan Sale and
Contribution Agreement"), and the Seller wishes to sell and contribute a
portfolio of Eligible Loans (as defined in the Loan Sale and Contribution
Agreement) to the Purchaser, pursuant to and in accordance with the terms and
conditions of the Loan Sale and Contribution Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the parties hereto agree as follows:
1. Definitions. All capitalized terms in this Addendum shall have
the same meanings given to them in the Loan Sale and Contribution Agreement,
unless otherwise specifically stated herein.
2. Sale and Contribution of Eligible Loans. Subject to the terms and
conditions of the Loan Sale and Contribution Agreement and in reliance upon the
representations, warranties and covenants as set forth in the Loan Sale and
Contribution Agreement, the Seller agrees to sell and contribute to the
Purchaser Trustee, as trustee under the Eligible Lender Trust Agreement on
behalf of the Purchaser, a portfolio of Eligible Loans identified in the Loan
Transfer Schedule attached hereto, having an aggregate outstanding principal
balance of approximately $202,600,000 (the "Current Purchase Portfolio"). The
difference between the fair market value of the FFELP Loans and the purchase
price of the Current Purchase Portfolio shall be considered a capital
contribution by the Seller to the Purchaser.
3. Purchase Price. Subject to the terms and conditions of the Loan
Sale and Contribution Agreement, the Purchaser agrees to acquire the Eligible
Loans in the Current Purchase Portfolio at a purchase price equal to the sum of
(i) 100% of the aggregate unpaid principal balance thereon plus (ii) 100% of the
accrued and unpaid interest thereon, each as of the Loan Purchase Date set forth
in Section 4 hereof plus (iii) the entire amount of any origination fee which is
authorized to be charged by the Higher Education Act with respect to the FFELP
Loan being transferred.
4. Loan Purchase Date. The Loan Purchase Date shall be no later than
November 20, 2002.
5. Representations and Warranties. The Seller hereby makes the
representations and warranties set forth in (i) Section 3(a) of the Loan Sale
and Contribution Agreement, with respect to all the FFELP Loans and (ii) Section
10 (a) of the Loan Sale and Contribution Agreement, with respect to the MPN
Loans as of the Loan Purchase Date set forth in Section 4 hereof.
6. Effect on Loan Sale and Contribution Agreement. This Addendum
sets forth the terms of sale and contribution solely with respect to the Current
Purchase Portfolio. This Addendum shall have no effect upon any other sale or
contribution of any Eligible Loans consummated or contemplated prior to or after
the Loan Purchase Date, and all other terms, conditions and agreements contained
in the Loan Sale and Contribution Agreement shall remain in full force and
effect. Prior or subsequent sales and contributions of Eligible Loans shall each
be governed by a separate Loan Transfer Addendum.
IN WITNESS WHEREOF, the parties hereto have executed this Loan
Transfer Addendum on the day and year first above written.
THE STUDENT LOAN CORPORATION,
as Seller
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
SLC STUDENT LOAN RECEIVABLES I, INC.,
as Purchaser
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
DEUTSCHE BANK TRUST COMPANY AMERICAS, not
in its individual capacity but solely
as Purchaser Trustee
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
CITIBANK NEW YORK STATE, not in its
individual capacity but solely as
Seller Trustee
By: /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: Area Manager
Loan Transfer Schedule
(Available upon request)
