Underwriting Agreement

 

 

                                                                     EXHIBIT 1.1

 

 

                          SLC Student Loan Trust 2005-3

 

 

                                 $1,238,600,000

 

 

                         Student Loan Asset-Backed Notes

 

 

                              UNDERWRITING AGREEMENT

 

 

                                                                December 8, 2005

 

 

Citigroup Global Markets Inc.,

   as representative of the Underwriters

     listed on Schedule A hereto

390 Greenwich Street, 6th Floor

New York, New York 10013

 

 

Ladies and Gentlemen:

 

      SLC Student Loan Trust 2005-3, a Delaware statutory trust (the "Company"),

proposes to sell to Citigroup Global Markets Inc. (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"), $1,238,600,000 aggregate principal amount of its

Student Loan Asset-Backed Notes (the "Notes") in the classes and initial

principal amounts set forth on Schedule A hereto. Citibank, N.A., a national

banking association, 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 December 15, 2005 (the "Indenture"), among

the Company, the Eligible Lender Trustee, Wachovia Bank, National Association,

as indenture trustee (the "Indenture Trustee"), and Citibank, N.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 December 15, 2005 (the

"Servicing Agreement"), between SLC, as Servicer and Administrator, and the

Company. SLC will enter into a Subservicing Agreement with Citibank USA,

National Association, a national banking association (the "Sub-Servicer"), to be

dated as of December 15, 2005 (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

December 15, 2005 (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 December 15, 2005 (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 the Eligible Lender

Trustee, the Short-Form Trust Agreement, dated as of November 28, 2005, between

Wilmington Trust Company, 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

December 15, 2005 (the "Trust Agreement"), between the Owner Trustee and the

Depositor, the Administration Agreement, to be dated as of December 15, 2005

(the "Administration Agreement"), between SLC, as servicer and administrator,

and the Company, the Eligible Lender Trust Agreement, to be dated as of December

15, 2005 (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 December 15, 2005 (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

December 15, 2005 (the "Subadministration Agreement"), between SLC, as

administrator, and CitiMortgage, Inc., 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 December 15, 2005 (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 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. 333-127510)

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 December 1, 2005 (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 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.

 

                  (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.

 

                   (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

December 1, 2005, relating to the Notes with the Commission pursuant to Rule

424(b) under the Act on December 6, 2005.

 

            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 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.

 

                  (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 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