EXHIBIT 99.3
[FORM OF ASSUMPTION AGREEMENT]
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ASSUMPTION AGREEMENT
by and among
EDUCATION LOANS INCORPORATED,
a South Dakota nonprofit corporation,
STUDENT LOAN FINANCE CORPORATION,
a South Dakota corporation,
EDUCATION LOANS INCORPORATED,
a Delaware corporation,
FIRST BANK NATIONAL ASSOCIATION,
as Trustee,
_______________________
Dated as of November _______, 1997
_______________________
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THIS ASSUMPTION AGREEMENT, dated as of November _______, 1997 (this
"Assumption 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, pursuant to a Contribution Agreement, of even date herewith
(the "Contribution Agreement"), among the Original Issuer, SLFC and EdLinc, the
Original Issuer has, in accordance with Section 150(d)(3) of the Internal Code
of 1954, as amended, transferred to SLFC, and SLFC has, in turn, transferred 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
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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 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. 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 Assumption Agreement.
Section 3. 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 Assumption Agreement.
Section 4. 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
Auction Agent Agreement and each Student Loan Purchase Agreement from and after
the date of this Assumption Agreement.
Section 5. 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
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Issuer or the SLFC has any further obligation or liability thereunder from and
after the date of this Assumption Agreement.
Section 6. Governing Law. This Assumption 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 7. Entire Agreement. This Assumption 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 8. 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 9. Amendment; Waiver.
(a) This Assumption 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 10. Successors and Assigns. This Assumption 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 Assumption 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.
Section 11. Severability. If any clause, provision or section
hereof shall be ruled invalid or unenforceable by any court of competent
jurisdiction, the invalidity or unenforceability of such clause, provision or
section shall not affect any of the remaining clauses, provisions or sections
hereof.
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Section 12. Execution in Counterparts. This Assumption 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 Assumption
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: ________________________
Title: President
STUDENT LOAN FINANCE
CORPORATION
By: _______________________
Title: President
EDUCATION LOANS INCORPORATED,
a Delaware corporation
By: _______________________
Title: President
FIRST BANK NATIONAL
ASSOCIATION, as Trustee
By: _______________________
Title: Trust Officer
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