EXHIBIT 99.3
[FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT]
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ASSIGNMENT AND ASSUMPTION AGREEMENT
by and among
EDUCATION LOANS INCORPORATED,
a South Dakota nonprofit corporation,
STUDENT LOAN FINANCE CORPORATION,
EDUCATION LOANS INCORPORATED,
a Delaware corporation,
and
FIRST BANK NATIONAL ASSOCIATION,
as Trustee,
_______________________________________
Dated as of November _______, 1997
_______________________________________
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THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of November
_______, 1997 (this "Agreement"), is being entered into by and among EDUCATION
LOANS INCORPORATED, a South Dakota nonprofit corporation (the "Original
Issuer"), STUDENT LOAN FINANCE CORPORATION, a South Dakota corporation ("SLFC"),
EDUCATION LOANS INCORPORATED, a Delaware corporation ("EdLinc"), and FIRST BANK
NATIONAL ASSOCIATION, Minneapolis, Minnesota, a national banking association
duly established and existing under the laws of the United States of America, as
Trustee (the "Trustee") under a certain Indenture of Trust, as hereinafter
described;
W I T N E S S E T H:
WHEREAS, the Original Issuer and the Trustee have entered into an
Indenture of Trust and a First Supplemental Indenture of Trust, each dated as of
July 1, 1997 (such Indenture of Trust, as heretofore and hereafter supplemented
and amended, including by such First Supplemental Indenture of Trust, being
herein referred to as the "Indenture); and
WHEREAS, pursuant to the Indenture, the Original Issuer has issued its
Student Loan Asset-Backed Callable Notes, Series 1997-1 (together with any
additional notes hereafter issued under the Indenture, the "Notes"), and has
undertaken obligations with respect to the Notes, the proceeds thereof, assets
acquired with such proceeds and certain other matters; and
WHEREAS, the Original Issuer has entered into two Auction Agent
Agreements, each dated as of July 1, 1997 (the "Auction Agent Agreements"), with
the Trustee and Bankers Trust Company (the "Auction Agent"), under which it has
undertaken obligations with respect to the Notes, the holding of auctions in
respect thereof and certain other matters; and
WHEREAS, the Original Issuer has entered into Student Loan Purchase
Agreements with various Lenders, under which it has undertaken obligations with
respect to the purchase of student loans thereunder and related matters; and
WHEREAS, the Original Issuer has, in accordance with Section 150(d)(3)
of the Internal Code of 1954, as amended, agreed to transfer to SLFC, and SLFC
has, in turn, agreed to transfer to EdLinc, all of the Original Issuer's right,
title and interest in and to (i) the Trust Estate under the Indenture, (ii) the
Auction Agent Agreements and (iii) the Student Loan Purchase Agreements; and
WHEREAS, in consideration for such transfers, SLFC and EdLinc have
each, in turn, agreed to assume all of the Original Issuer's obligations under
the
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Indenture, the Notes, the Auction Agent Agreements and all Student Loan Purchase
Agreements;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Original Issuer, SLFC and EdLinc agree as
follows:
Section 1. Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meanings given such terms in the
Indenture.
Section 2. Assignment to SLFC. The Original Issuer hereby conveys,
transfers and assigns to SLFC all of its right, title and interest in and to (i)
the Trust Estate under the Indenture, (ii) the Auction Agent Agreements and
(iii) the Student Loan Purchase Agreements.
Section 3. Assumption of Obligations by SLFC. SLFC hereby agrees to
be bound, as successor to the Original Issuer, by all of the terms, covenants
and conditions of the Indenture, the Notes, each Auction Agent Agreement and
each Student Loan Purchase Agreement. SLFC hereby assumes, for the benefit of
the Original Issuer, the Trustee, each Noteholder and each other party to the
Auction Agent Agreements and Student Loan Purchase Agreements, all of the
obligations of the Original Issuer under the Indenture, the Notes, each Auction
Agent Agreement and each Student Loan Purchase Agreement from and after the date
of this Agreement.
Section 4. Release of Original Issuer. The Trustee hereby
acknowledges and agrees that, upon the assumption by SLFC under Section 2
hereof, SLFC has become the successor to the Original Issuer as the Corporation
under the Indenture and the Notes for all intents and purposes, and the Original
Issuer has no further obligations or liabilities thereunder from and after the
date of this Agreement.
Section 5. Assignment to EdLinc. SLFC hereby conveys, transfers and
assigns to EdLinc all of its right, title and interest in and to (i) the Trust
Estate under the Indenture, (ii) the Auction Agent Agreements and (iii) the
Student Loan Purchase Agreements.
Section 6. Assumption of Obligations by EdLinc. EdLinc hereby
agrees to be bound, as successor to SLFC and the Original Issuer, by all of the
terms, covenants and conditions of the Indenture, the Notes, each Auction Agent
Agreement and each Student Loan Purchase Agreement. EdLinc hereby assumes, for
the benefit of SLFC, the Trustee, each Noteholder and each other party to the
Auction Agent Agreements and Student Loan Purchase Agreements, all of the
obligations of SLFC and the Original Issuer under the Indenture, the Notes, each
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Auction Agent Agreement and each Student Loan Purchase Agreement from and after
the date of this Agreement.
Section 7. Release of SLFC. The Trustee hereby acknowledges and
agrees that, upon the assumption by EdLinc under Section 4 hereof, EdLinc has
become the successor to SLFC and the Original Issuer as the Corporation under
the Indenture and the Notes for all intents and purposes, and neither the
Original Issuer or the SLFC has any further obligation or liability thereunder
from and after the date of this Agreement.
Section 8. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of South Dakota applicable to
agreements made and to be performed in such state, it being understood that the
corporate powers and legal capacity of EdLinc shall be construed and interpreted
in accordance with the laws of the State of Delaware.
Section 9. Entire Agreement. This Agreement contains the entire
agreement between the parties relating to the subject matter hereof, and there
are no other representations, endorsements, promises, agreements or
understandings, oral, written or inferred, between the parties relating to the
subject matter hereof.
Section 10. Benefits. Nothing herein, express or implied, shall
give to any person, other than the Trustee, acting on behalf of the beneficial
owners of the Notes, the Auction Agent under each Auction Agent Agreement, the
Lender under each Student Loan Purchase Agreement and their respective
successors and assigns, any benefit of any legal or equitable right, remedy or
claim hereunder.
Section 11. Amendment; Waiver.
(a) This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a
written instrument signed by duly authorized representatives of the parties
hereto.
(b) Failure of a party hereto to exercise any right or remedy
hereunder in the event of a breach hereof by any other party shall not
constitute a waiver of any such right or remedy with respect to any
subsequent breach.
Section 12. Successors and Assigns. This Agreement shall be binding
upon, inure to the benefit of and be enforceable by the respective successors
and assigns of each of the Original Issuer, SLFC, EdLinc and the Trustee. This
Agreement may not be assigned by any party hereto absent the prior written
consent of the other parties hereto, which consents shall not be unreasonably
withheld.
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Section 14. Execution in Counterparts. This Agreement may be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the date first above written.
EDUCATION LOANS INCORPORATED,
a South Dakota nonprofit
corporation
By:
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Title: President
STUDENT LOAN FINANCE
CORPORATION
By:
---------------------------
Title: President
EDUCATION LOANS INCORPORATED,
a Delaware corporation
By:
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Title: President
FIRST BANK NATIONAL
ASSOCIATION, as Trustee
By:
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Title: Trust Officer
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