EXHIBIT 10.1
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AMENDMENT NO. 2 TO
SERVICING AND ADMINISTRATION AGREEMENT
among
EDUCATION LOANS INCORPORATED,
as Issuer
STUDENT LOAN FINANCE CORPORATION,
as Servicer and Administrator
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
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Dated as of July 1, 2001
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AMENDMENT NO. 2 TO SERVICING AND ADMINISTRATION AGREEMENT
THIS AMENDMENT NO. 2 TO SERVICING AND ADMINISTRATION AGREEMENT, entered
into as of the 1st day of July, 2001, by and among Student Loan Finance
Corporation, a corporation organized under the laws of the State of South Dakota
("SLFC," and, in its capacity as servicer under the Original Servicing and
Administration Agreement hereinafter defined, the "Servicer," and, in its
capacity as administrator under the Original Servicing and Administration
Agreement, the "Administrator"), Education Loans Incorporated, a corporation
organized under the laws of the State of Delaware (the "Issuer"), and U.S. Bank
National Association, a national banking association headquartered in
Minneapolis, Minnesota, in its capacity as trustee under the Indenture
hereinafter referred to (the "Trustee").
W I T N E S E T H:
WHEREAS, the Issuer, the Trustee and SLFC, as Servicer and Administrator,
have previously entered into a Servicing and Administration Agreement, dated as
of December 1, 1999, and an Amendment No.1 to Servicing and Administrative
Agreement, dated as of December 1, 2000 (collectively, the "Original Servicing
and Administration Agreement"); and
WHEREAS, the parties desire to amend the Original Servicing and
Administration Agreement to, among other things, modify certain provisions;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby
and in consideration of the premises, DO HEREBY AGREE as follows:
Section 1. Amendment of Section 4. Section 4(b) of the Original Servicing
and Administration Agreement is hereby amended as follows:
(b) (1) Pursuant to the Issuer Student Loan Purchase Agreements, the
Servicer will, on behalf of the Issuer and the Trustee, require that
each Lender (in the case of FFELP Loans) or SLFC (in the case of
Alternative Loans) transfer to the Servicer or the Servicer's bailee
(or, in the case of the promissory notes relating to Alternative
Loans, to the Trustee or a custodian designated by the Trustee or, to
the extent not required under the Indenture to be transferred to the
Trustee, to the Servicer or the Servicer's Bailee), on or before each
applicable Loan Purchase Date, physical custody and possession of
documentation and information relating to Student Loans scheduled to
be sold to the Trustee on behalf of the Issuer on each such Loan
Purchase Date. Such documentation and information so transferred will
include (i) the documents described in Exhibit A (in the case of
Issuer Student Loan Purchase Agreements relating to Alternative Loans)
or Exhibit B (in the case of Issuer Student Loan Purchase Agreements
relating to FFELP Loans) attached to the Issuer Student Loan Purchase
Agreements (the "Loan Documents"), and (ii) such additional
documentation or information relating to the Student Loans as the
Servicer shall reasonably require for the purpose of allowing the
Student Loans to be properly serviced by the Servicer.
(2) Pursuant to the Transfer Agreements, the Servicer will, on behalf
of the Issuer and the Trustee, require that GOAL Funding transfer, or
cause to be transferred, to the Servicer or the Servicer's bailee (or,
in the case of the promissory notes relating to Alternative Loans, to
the Trustee or a custodian designated by the Trustee or, to the extent
not required under the Indenture to be transferred to the Trustee, to
the Servicer or the Servicer's Bailee), on or before each applicable
Loan Purchase Date (which term, as used in this Agreement with respect
to the purchase of Financed GOAL Funding Student Loans, means the date
of purchase of such loans under the applicable Transfer Agreement),
physical custody and possession of documentation and information
relating to Student Loans scheduled to be sold to the Trustee on
behalf of the Issuer on each such Loan Purchase Date. Such
documentation and information so transferred will include (i) the
documents described in Exhibit A (in the case of GOAL Funding Student
Loan Purchase Agreements relating to Alternative Loans) or Exhibit B
(in the case of GOAL Funding Student Loan Purchase Agreements relating
to FFELP Loans) attached to the GOAL Funding Student Loan Purchase
Agreements (the "Loan Documents"), and (ii) such additional
documentation or information relating to the Student Loans as the
Servicer shall reasonably require for the purpose of allowing the
Student Loans to be properly serviced by the Servicer.
Section 2. Amendment of Section 6. Section 6(q) of the Original Servicing
and Administration Agreement is hereby amended as follows:
(q) Maintain the original promissory note pertaining to each Financed
Student FFELP Loan (other than Financed Alternative Loans held by the
Trustee or a custodian designated by the Trustee) to be maintained in
secure storage facilities to protect, to the extent reasonable and
possible under the circumstances, such original file concerning each
such Financed Student FFELP Loan.
Section 3. Amendment of Section 14. Section 14(d) of the Original Servicing
and Administration Agreement is hereby amended as follows:
(d) With respect to the original promissory note relating to each Financed
Student FFELP Loan held by the Servicer or its bailee, the obligations
of the Servicer shall be only to the Trustee during the time the Notes
are Outstanding and the Issuer shall have no authority during the time
the Notes are Outstanding to direct the Servicer in its activities
with respect to such original promissory notes.
Section 4. Amendment of Section 21. Section 21 of the Original Servicing
and Administration Agreement is hereby amended by adding the following clause
13:
13. The Servicer, on behalf of itself and on behalf of the Issuer, as the
case may be, shall provide all notices and perform all other
activities required of the Servicer or of the Issuer to comply with
the requirements of the Xxxxx-Xxxxx-Xxxxxx Act and regulations
promulgated thereunder in connection with the origination,
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acquisition, holding and servicing of the Financed Student Loans and
in connection with otherwise performing services hereunder.
Section 5. Amendment of Section 25. Section 25 of the Original Servicing
and Administration Agreement is hereby amended as follows:
25. Indemnification with respect to Prior Servicing. Pursuant to the
Series 1999-1 Transfer Agreement, the Series 2000-1 Transfer Agreement and
the Series 2001-1 Transfer Agreement (as such terms are defined in the
Indenture), the Issuer and the Trustee have purchased or will purchase
student loans described therein (the "Previously Series 1999-1 Transferred
Student Loans") from GOAL Funding and the GOAL Funding Trustee, which
Previously Series 1999-1 Transferred Student Loans were, prior to such
purchase, serviced by the Servicer under the GOAL Funding Servicing
Agreement. Pursuant to other Transfer Agreements to be entered into, the
Issuer and the Trustee will purchase student loans described therein (the
"Subsequent Transferred Student Loans") from GOAL Funding and the GOAL
Funding Trustee, which Subsequent Transferred Student Loans will, prior to
such purchase, have been serviced by the Servicer under the GOAL Funding
Servicing Agreement. The Servicer hereby agrees to indemnify and hold
harmless the Issuer and the Trustee from and against any loss, cost, damage
or expense, including reasonable attorney's fees, to the extent that such
loss, cost, damage or expense arises out of the failure of the Servicer to
have performed its obligations under the GOAL Funding Servicing Agreement.
Section 6. Ratification. Except as amended by Sections 1 through 5 hereof,
the Original Servicing and Administration Agreement is in all respects fully
ratified and confirmed.
Section 7. Effective Date. This Amendment No. 2 to Servicing and
Administration Agreement shall be effective as of the date first above written.
Section 8. Severability. In case one or more of the provisions of this
Amendment No. 2 to Servicing and Administration Agreement shall, for any reason,
be held to be illegal or invalid, such illegality or invalidity shall not affect
any other provisions hereof, and this Amendment No. 2 to Servicing and
Administration Agreement shall be construed and enforced as if such illegal or
invalid provisions had not been contained herein.
Section 9. Counterparts. This Amendment No. 2 to Servicing and
Administration Agreement may be executed in several counterparts, each of which
shall be an original and all of which together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties have hereunto set their hands by their
officers thereunto duly authorized and executed this Amendment No. 2 to
Servicing and Administration Agreement as of the day and year first above
written.
EDUCATION LOANS INCORPORATED
By: /s/ A. Norgrin Xxxxxxxxx
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President
STUDENT LOAN FINANCE
CORPORATION, as Servicer
and Administrator
By: /s/ A. Norgrin Xxxxxxxxx
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President
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxx Xxxxxx
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Trust Officer
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