Exhibit 1.1
SLC Student Loan Trust 200_-_
$________________
Student Loan Asset-Backed Notes
(Series 200_-_)
FORM OF UNDERWRITING AGREEMENT
_______, 200_
[Name and Address of the
Representative]
Ladies and Gentlemen:
SLC
Student Loan Trust 200_-_, a Delaware statutory trust (the
"Company"),
proposes to sell to ___________________ (the "Representative") and
the other
underwriters listed on Schedule A hereto (collectively with the
Representative,
the "Underwriters"), pursuant to the terms of this Underwriting
Agreement (the
"Agreement"), $________________ aggregate principal amount of its
200_-_ Student
Loan Asset-Backed Notes (the "Notes") in the classes and initial
principal
amounts set forth on Schedule A hereto. ______________________,
a
______________________, will act as eligible lender trustee (in
such capacity,
the "Eligible Lender Trustee") on behalf of the Company. The Notes
will be
issued under an Indenture, to be dated as of _________, 200_ (the
"Indenture"),
among the Company, the Eligible Lender Trustee,
__________________________, a
_________________, as indenture trustee (the "Indenture Trustee"),
and
____________________, a ____________________, as indenture
administrator (in
such capacity, the "Indenture Administrator"). Upon issuance, the
Notes will be
secured by, among other things, Trust Student Loans (as defined in
the
Indenture) pledged to the Indenture Trustee and described in the
Prospectus (as
defined in Section 3 below). The Trust Student Loans will be
serviced by The
Student Loan Corporation, a Delaware corporation ("SLC") pursuant
to a Servicing
Agreement, to be dated as of _________, 200_ (the "Servicing
Agreement"),between
SLC, as Servicer and Administrator, and the Company. SLC will enter
into a
subservicing agreement with _______________, a ___________________
(the
"Sub-Servicer"), to be dated as of _________, 200_ (the
"Subservicing
Agreement"), pursuant to which the Sub-Servicer will act as
subservicer with
respect to the Trust Student Loans.
This
Agreement, the Master Terms Purchase Agreement, to be dated as
of
_________, 200_ (along with the related Purchase Agreement, the
"SLC Sale
Agreement"), among SLC, SLC Student Loan Receivables I, Inc. ("SLC
Receivables")
and the Eligible Lender Trustee, the Master Terms Sale Agreement,
to be dated as
of _________, 200_ (along with the related Sale Agreement, the "SLC
Receivables
Sale Agreement" and, collectively with the SLC Sale Agreement, the
"Sale
Agreements"), among SLC Receivables, the Company and
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the Eligible Lender Trustee, the Short-Form Trust Agreement, to be
dated as of
___________, 200_, between _______________, as owner trustee (the
"Owner
Trustee"), and SLC Receivables, as depositor (in such capacity,
the
"Depositor"), as amended and restated pursuant to the Amended and
Restated Trust
Agreement, to be dated as of ________, 20__, (the "Trust
Agreement") between the
Owner Trustee and the Depositor, the Administration Agreement, to
be dated as of
_________, 200_, (the "Administration Agreement"), between SLC, as
servicer and
administrator and the Company, the Eligible Lender Trust Agreement,
to be dated
as of ________, 20__ (the "SLC Receivables Eligible Lender Trust
Agreement"),
between SLC Receivables and the Eligible Lender Trustee, the
Eligible Lender
Trust Agreement, to be dated as of ________, 20__ (the "Company
Eligible Lender
Trust Agreement" and, collectively with the SLC Receivables
Eligible Lender
Trust Agreement, the "Eligible Lender Trust Agreement"), between
the Company and
the Eligible Lender Trustee, the Subadministration Agreement, to be
dated as of
________, 20__ (the "Subadministration Agreement"), between SLC,
as
administrator, and _________, as sub-administrator (the
"Sub-Administrator"),
the Servicing Agreement, the Subservicing Agreement, and the
Indenture shall
collectively hereinafter be referred to as the "Basic
Documents".
Capitalized terms used herein without definition shall have the
meanings
ascribed to them in the Indenture or the Prospectus.
The
Company proposes, upon the terms and conditions set forth herein,
to
sell to each of the Underwriters on the Closing Date (as
hereinafter defined)
the aggregate principal amount of each class of Notes set forth
next to the name
of each Underwriter on Schedule A hereto.
The Company
wishes to confirm as follows this Agreement with the
Underwriters in connection with the purchase and resale of the
Notes.
1. Agreements to Sell, Purchase and Resell. (a) The Company
hereby
agrees, subject to all the terms and conditions set forth herein,
to sell to
each of the Underwriters and, upon the basis of the
representations, warranties
and agreements of the Company herein contained and subject to all
the terms and
conditions set forth herein, each of the Underwriters, severally
and not
jointly, agrees to purchase from the Company, such principal amount
of each
class of the Notes at such respective purchase prices as are set
forth next to
the name of such Underwriter on Schedule A hereto.
(b) It is understood that the Underwriters propose to offer
the Notes for sale to the public (which may include selected
dealers) as set
forth in the Prospectus.
2. Delivery of the Notes and Payment Therefor. Delivery to the
Underwriters of and payment for the Notes shall be made at the
office of
Cadwalader Wickersham & Taft LLP, New York, New York, at 12:00
p.m., New York
time, on ___________, 200_ (the "Closing Date"). The place of such
closing and
the Closing Date may be varied by agreement between the
Representative and the
Company.
The Notes
will be delivered to the Underwriters against payment of the
purchase price therefor to the Company in Federal Funds, by wire
transfer to an
account at a bank acceptable to the Representative, or such other
form of
payment as to which the parties may agree. Unless
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otherwise agreed to by the Company and the Representative, each
class of Notes
will be evidenced by a single global security in definitive form
deposited with
the Indenture Trustee as custodian for The Depository Trust Company
("DTC") and
will be registered in the name of Cede & Co. as nominee of DTC.
The Notes to be
delivered to the Underwriters shall be made available to the
Underwriters in New
York, New York, for inspection and packaging not later than 11:30
a.m., New York
City time, on the business day next preceding the Closing Date.
3. Representations and Warranties of the Company. The Company
represents and warrants to each of the Underwriters that:
(a) The registration statement on Form S-3 (No. _____),
including
a prospectus and such amendments thereto as may have been
required
to the date hereof, relating to the Notes and the offering
thereof
from time to time in accordance with Rule 415 under the
Securities
Act of
1933, as amended (the "Act"), has been filed with the
Securities
and
Exchange Commission (the "SEC" or the "Commission") and such
registration statement, as amended, has become effective; such
registration statement, as amended, and the prospectus relating to
the
sale of
the Notes offered thereby constituting a part thereof, as from
time to
time amended or supplemented (including the base prospectus,
any
prospectus
supplement filed with the Commission pursuant to Rule 424(b)
under the
Act, including any preliminary prospectus, the information
deemed to
be a part thereof pursuant to Rule 430A(b) under the Act, and
the
information incorporated by reference therein) are respectively
referred
to herein as the "Registration Statement," the "Prospectus,"
and
the
"Prospectus Supplement," respectively; and the conditions to the
use
of a
registration statement on Form S-3 under the Act, as set forth in
the
General
Instructions to Form S-3, and the conditions of Rule 415 under
the
Act, have
been satisfied with respect to the Registration Statement;
(b) On the effective date of the Registration Statement, the
Registration Statement and the Prospectus conformed in all
material
respects
to the requirements of the Act, the rules and regulations of
the
SEC (the
"Rules and Regulations") and the Trust Indenture Act of 1939,
as
amended,
and the rules and regulations thereunder (the "Trust Indenture
Act"),
and, except with respect to information omitted pursuant to
Rule
430A of
the Act, did not include any untrue statement of a material
fact
or, in the
case of the Registration Statement, omit to state any material
fact
required to be stated therein or necessary to make the
statements
therein
not misleading and, in the case of the Prospectus, omit to
state
any
material fact necessary to make the statements therein, in the
light
of the
circumstances under which they were made, not misleading, and
on
the date
of this Agreement, at the "time of sale" (within the meaning of
Rule 159
under the Act) of the first sale of the Notes by the
Underwriters
on or
after __________ (the date of the preliminary prospectus referred
to
in Section
3(q) below) and on the Closing Date, the Registration Statement
and the
Prospectus will conform in all material respects to the
requirements of the Act, the Rules and Regulations and the Trust
Indenture
Act, and
neither of such documents included or will include any untrue
statement
of a material fact or omit to state any material fact required
to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that the foregoing does not apply
to
statements
in or omissions from the Registration
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Statement
or the Prospectus based upon written information furnished to
the
Company by the Underwriters, specifically for use therein.
(c) The Commission has not issued and, to the best knowledge
of the
Company, is not threatening to issue any order preventing or
suspending
the use of the Registration Statement.
(d) As of the Closing Date, each consent, approval,
authorization or order of, or filing with, any court or
governmental
agency or
body which is required to be obtained or made by the Company or
its
affiliates for the consummation of the transactions contemplated
by
this
Agreement shall have been obtained, except as otherwise provided
in
the Basic
Documents.
(e) The Indenture has been duly and validly authorized by the
Company
and, upon its execution and delivery by the Company and
assuming
due
authorization, execution and delivery by the Indenture Trustee,
will
be a valid
and binding agreement of the Company, enforceable in accordance
with its
terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other similar laws affecting creditors'
rights
generally
and conform in all material respects to the description thereof
in the
Prospectus. The Indenture has been duly qualified under the
Trust
Indenture
Act with respect to the Notes.
(f) The Notes have been duly authorized by the Company and the
Notes to
be issued on the Closing Date, when executed by the Company and
authenticated by the Indenture Trustee in accordance with the
Indenture,
and
delivered to the Underwriters against payment therefor in
accordance
with the
terms hereof, will have been validly issued and delivered, and
will
constitute valid and binding obligations of the Company entitled
to
the
benefits of the Indenture and enforceable in accordance with
their
terms,
except as enforcement thereof may be limited by bankruptcy,
insolvency, moratorium, fraudulent conveyance or other similar
laws
relating
to or affecting creditors' rights generally and court decisions
with
respect thereto, and the Notes will conform in all material
respects
to the
description thereof in the Prospectus.
(g) The Company is a statutory trust duly organized, validly
existing
and in good standing under the laws of the State of Delaware
with
full power
and authority to own, lease and operate its properties and to
conduct
its business as described in the Prospectus and as conducted on
the date
hereof, and is duly registered and qualified to conduct its
business
and is in good standing in each jurisdiction or place where the
nature of
its properties or the conduct of its business requires such
registration or qualification, except where the failure so to
register or
qualify
does not have a material adverse effect on the condition
(financial
or other), business, prospects, properties, net worth or
results of
operations of the Company.
(h) Other than as contemplated by this Agreement or as
disclosed
in the Prospectus, there is no broker, finder or other party
that is
entitled to receive from the Company or any of its affiliates
any
brokerage
or finder's fee or other fee or commission as a result of any
of
the
transactions contemplated by this Agreement.
4
<PAGE>
(i) There are no legal or governmental proceedings pending or,
to the
knowledge of the Company, threatened or contemplated against
the
Company,
or to which the Company or any of its properties is subject,
that
are not
disclosed in the Prospectus and which, if adversely decided,
would
individually or in the aggregate have a material adverse effect on
the
condition
(financial or other), business, properties or results of
operations
of the Company , or would materially and adversely affect the
ability of
the Company to perform its obligations under this Agreement and
the other
Basic Documents or otherwise materially affect the issuance of
the Notes
or the consummation of the transactions contemplated hereby or
by the Basic
Documents ("Material Adverse Effect").
(j) Neither the offer, sale or delivery of the Notes by the
Company
nor the execution, delivery or performance of this Agreement or
the other
Basic Documents by the Company, nor the consummation by the
Company of
the transactions contemplated hereby or thereby (i) requires or
will
require any consent, approval, authorization or other order of,
or
registration or filing with, any court, regulatory body,
administrative
agency or
other governmental body, agency or official (except for
compliance
with the securities or Blue Sky laws of various jurisdictions,
the
qualification of the Indenture under the Trust Indenture Act and
such
other
consents, approvals or authorizations as shall have been
obtained
prior to
the Closing Date) or conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under,
the
organizational documents or bylaws of the Company or (ii) conflicts
or
will
conflict with or constitutes or will constitute a breach of, or
a
default
under, in any material respect, any material agreement,
indenture,
lease or
other instrument to which the Company is a party or by which
the
Company or
any of its properties may be bound, or violates or will violate
in any
material respect any statute, law, regulation or filing or
judgment,
injunction, order or decree applicable to the Company or any of
its
properties, or will result in the creation or imposition of any
lien,
charge or
encumbrance upon any property or assets of the Company pursuant
to the
terms of any agreement or instrument to which it is a party or
by
which it
may be bound or to which any of its properties is subject other
than as
contemplated by the Basic Documents.
(k) The Company has all requisite power and authority to
execute,
deliver and perform its obligations under this Agreement and
the
other
Basic Documents to which it is a party; the execution and
delivery
of, and
the performance by the Company of its obligations under, this
Agreement
and the other Basic Documents to which it is a party have been
duly and
validly authorized by the Company and this Agreement and the
other
Basic Documents have been duly executed and delivered by the
Company
and
constitute the valid and legally binding agreements of the
Company,
enforceable against the Company in accordance with their respective
terms,
except as
the enforcement hereof and thereof may be limited by
bankruptcy,
insolvency, moratorium, fraudulent conveyance or other similar
laws
relating
to or affecting creditors' rights generally and court decisions
with
respect thereto and subject to the applicability of general
principles
of equity, and except as rights to indemnity and contribution
hereunder
and thereunder may be limited by Federal or state securities
laws or
principles of public policy.
5
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(l) SLC's sale and contribution of Trust Student Loans to SLC
Receivables and SLC Receivables's sale and contribution of Trust
Student
Loans to
the Eligible Lender Trustee on behalf of the Company as of the
applicable
sale date described in the Sale Agreements will vest in the
Eligible
Lender Trustee on behalf of the Company all of the Company's
right,
title and interest therein, subject to no prior lien, mortgage,
security
interest, pledge, adverse claim, charge or other encumbrance.
(m) The Company's assignment of the Trust Student Loans to the
Indenture
Trustee pursuant to the Indenture will vest in the Indenture
Trustee,
for the benefit of the Noteholders, a first priority perfected
security
interest therein, subject to no prior lien, mortgage, security
interest,
pledge, adverse claim, charge or other encumbrance.
(n) The Company is not, nor as a result of the issuance and
sale of
the Notes as contemplated hereunder will it become, subject to
registration as an "investment company" under the Investment
Company Act
of 1940,
as amended (the "1940 Act").
(o) The representations and warranties made by the Company in
any Basic
Document to which the Company is a party and made in any
Officer's
Certificate of the Company will be true and correct at the time
made and
on and as of the applicable Closing Date.
(p) The Company is not an "ineligible issuer" (within the
meaning of
Rule 405 of the Act).
(q) The Company filed its preliminary prospectus, dated
__________, relating to the Notes with the Commission pursuant to
Rule
424(b)
under the Act on __________.
4. Agreements of the Company. The Company agrees with each of
the
Underwriters as follows:
(a) The Company will prepare a supplement to the Prospectus
setting
forth the amount of the Notes covered thereby and the terms
thereof
not otherwise specified in the Prospectus, the price at which
the
Notes are
to be purchased by the Underwriters, either the initial public
offering
price or the method by which the price at which the Notes are
to
be sold
will be determined, the selling concessions and reallowances,
if
any, and
such other information as the Underwriters and the Company deem
appropriate in connection with the offering of the Notes, and the
Company
will
timely file such supplement to the prospectus with the SEC
pursuant
to Rule
424(b) under the Act, but the Company will not file any
amendments
to the
Registration Statement as in effect with respect to the Notes
or
any
amendments or supplements to the Prospectus, or any Free
Writing
Prospectus
(as defined in Rule 405 under the Act), unless it shall first
have
delivered copies of such amendments, supplements or
Free-Writing
Prospectus
to the Underwriters, with reasonable opportunity to comment on
such
proposed amendment or supplement, or if the Underwriters shall
have
reasonably
objected thereto promptly after receipt thereof; the Company
will
immediately advise the Underwriters or the
6
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Underwriters' counsel (i) when notice is received from the SEC that
any
post-effective amendment to the Registration Statement has become
or will
become
effective and (ii) of any order or communication suspending or
preventing, or threatening to suspend or prevent, the offer and
sale of
the Notes
or of any proceedings or examinations that may lead to such an
order or
communication, whether by or of the SEC or any authority
administering any state securities or Blue Sky law, as soon as the
Company
is advised
thereof, and will use its best efforts to prevent the issuance
of any
such order or communication and to obtain as soon as possible
its
lifting,
if issued.
(b) If, at any time when the Prospectus relating to the Notes
is
required to be delivered under the Act, any event occurs as a
result of
which the
Prospectus as then amended or supplemented would include an
untrue
statement of a material fact or omit to state a material fact
necessary
to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it
is
necessary
at any time to amend or supplement the Prospectus to comply
with
the Act or
the Rules and Regulations, the Company promptly will notify the
Representative of such event and will promptly prepare and file
with the
SEC, at
its own expense, an amendment or supplement to such Prospectus
that will
correct such statement or omission or an amendment that will
effect
such compliance. Neither the Representative's consent to, nor
the
Underwriters' delivery of, any such amendment or supplement
shall
constitute
a waiver of any of the conditions set forth in Section 7
hereof.
(c) The Company will immediately inform the Underwriters (i)
of the
receipt by the Company of any communication from the SEC or any
state
securities authority concerning the offering or sale of the
Notes
and (ii)
of the commencement of any lawsuit or proceeding to which the
Company is
a party relating to the offering or sale of the Notes.
(d) The Company will furnish to the Underwriters, without
charge,
copies of the Registration Statement (including all documents
and
exhibits
thereto or incorporated by reference therein), the Prospectus,
and all
amendments and supplements to such documents relating to the
Notes, in
each case in such quantities as the Underwriters may reasonably
request.
(e) The Company will cooperate with the Underwriters in
listing
the Class A Notes on the Irish Stock Exchange.
(f) The Company will cooperate with the Underwriters and with
their
counsel in connection with the qualification of, or procurement
of
exemptions
with respect to, the Notes for offering and sale by the
Underwriters and by dealers under the securities or Blue Sky laws
of such
jurisdictions as the Underwriters may designate and will file
such
consents
to service of process or other documents necessary or
appropriate
in order
to effect such qualification or exemptions; provided that in no
event
shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action
which
would
subject it to service of process in suits, other than those
arising
out of the
offering or sale of the Notes, in any jurisdiction where it is
not now so
subject.
7
<PAGE>
(g) The Company consents to the use, in accordance with the
securities
or Blue Sky laws of such jurisdictions in which the Notes are
offered by
the Underwriters and by dealers, of the Prospectus furnished by
the
Company.
(h) To the extent, if any, that the rating or ratings provided
with
respect to the Notes by the rating agency or agencies that
initially
rate the
Notes is conditional upon the furnishing of documents or the
taking of
any other reasonable actions by the Company, the Company shall
cause to
be furnished such documents and such other actions to be taken.
(i) So long as any of the Notes are outstanding, the Company
will
furnish to the Underwriters (i) as soon as available, a copy of
each
document
relating to the Notes required to be filed with the SEC
pursuant
to the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"),
or any
order of the SEC thereunder, and (ii) such other information
concerning
the Company as the Underwriters may request from time to time.
(j) If this Agreement shall terminate or shall be terminated
after
execution and delivery pursuant to any provisions hereof
(otherwise
than by
notice given by the Representative terminating this Agreement
pursuant
to Section 9 or Section 10 hereof) or if this Agreement shall
be
terminated
by the Representative because of any failure or refusal on the
part of
the Company to comply with the terms or fulfill any of the
conditions
of this Agreement, the Company agrees to reimburse the
Underwriters for all out-of-pocket expenses (including fees and
expenses
of their
counsel) reasonably incurred by it in connection herewith, but
without
any further obligation on the part of the Company for loss of
profits or
otherwise.
(k) The net proceeds from the sale of the Notes hereunder will
be applied
substantially in accordance with the description set forth in
the
Prospectus.
(l) Except as stated in this Agreement and in the Prospectus,
the
Company has not taken, nor will it take, directly or indirectly,
any
action
designed to or that might reasonably be expected to cause or
result
in
stabilization or manipulation of the price of the Notes to
facilitate
the sale
or resale of the Notes.
(m) For a period from the date of this Agreement until the
retirement
of the Notes, the Company will deliver to you the annual
statements
of compliance and the annual independent certified public
accountants' reports furnished to the Indenture Trustee or the
Company
pursuant
to the Servicing Agreement as soon as such statements and
reports
are furnished to
the Indenture Trustee or the Company.
(n) On or before the Closing Date, the Company shall mark its
accounting
and other records, if any, relating to the Trust Student Loans
and shall
cause the Servicer, SLC and SLC Receivables to mark their
respective
computer records relating to the Trust Student Loans to show
the
absolute ownership by the Indenture Trustee, as eligible lender
of,
and the
interest of the Company in, the initial Trust Student Loans,
and
the
Company shall not take, or shall not permit any other person to
take,
any
8
<PAGE>
action
inconsistent with the ownership of, and the interest of the
Company
in, the
Trust Student Loans, other than as permitted by the Basic
Documents
(o) For the period beginning on the date of this Agreement and
ending 90
days hereafter, none of the Company and any entity affiliated,
directly
or indirectly, with the Company will, without the prior written
notice to
the Underwriters, offer to sell or sell notes (other than the
Notes)
collateralized by FFELP Loans; provided, however, that this
shall
not be
construed to prevent the sale of FFELP Loans by the Company or
any
entity
affiliated, directly or indirectly, with the Company.
(p) If, at the time the Registration Statement became
effective,
any information shall have been omitted therefrom in reliance
upon Rule
430A under the 1933 Act, then, immediately following the
execution
of this Agreement, the Company will prepare, and file or
transmit
for filing with the Commission in accordance with such Rule
430A
and Rule
424(b) under the 1933 Act, copies of an amended Prospectus
containing
all information so omitted.
(q) As soon as practicable, but not later than 16 months after
the date
of this Agreement, the Company will make generally available to
its
securityholders an earnings statement covering a period of at least
12
months
beginning after the later of (i) the effective date of the
Registration Statement, (ii) the effective date of the most
recent
post-effective amendment to the Registration Statement to become
effective
prior to
the date of this Agreement and (iii) the date of the Company's
most
recent Annual Report or Form 10-K filed with the Commission prior
to
the date
of this Agreement, which will satisfy the provisions of Section
11(a) of
the Act.
5. Representations and Warranties of the Underwriters. Each of
the
Underwriters, severally and not jointly, hereby represents and
warrants to and
agrees with SLC that (A) it has not offered or sold and will not
offer or sell
any Notes to persons in the United Kingdom prior to the expiration
of the period
of six months from the issue date of the Notes except to persons
whose ordinary
activities involve them in acquiring, holding, managing or
disposing of
investments (as principal or agent) for the p
