<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 3, 1999
EDUCATION LOANS INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 333-85963 91-1819974
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(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification No.)
105 First Avenue Southwest, Aberdeen, South Dakota
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(Address of principal executive offices)
Registrant's telephone number, including area code: (605) 622-4400
Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
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Not applicable.
Item 2. Acquisition or Disposition of Assets.
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Not applicable.
Item 3. Bankruptcy or Receivership.
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Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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Not applicable.
Item 5. Other Events.
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Not applicable.
Item 6. Resignations of Registrant's Directors.
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Not applicable.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
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(c) Exhibits.
The following is filed herewith. The exhibit numbers
correspond with Item 601(b) of Regulation S-K.
Exhibit No.
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*10.4 Guarantee Agreements with Education Assistance
Corporation dated July 3, 1997 and September 12, 1997.
*10.5 Guarantee Agreement with Pennsylvania Higher Education
Assistance Agency dated February 28, 1994.
*10.6 Guarantee Agreement with United Student Aid Funds, Inc.
dated July 11, 1997.
*10.7 Guarantee Agreement with Student Loans of North Dakota
dated July 8, 1997.
*10.8 Guarantee Agreement with Northstar Guarantee, Inc. dated
July 15, 1997.
*10.9 Guarantee Agreement with Great Lakes Higher Education
Corporation dated July 15, 1997.
*10.10 Guarantee Agreement with Educational Credit Management
Corporation (formerly known as Transitional Guaranty
Agency, Inc.) dated December 15, 1994.
*10.11 Guarantee Agreements with Iowa College Aid Commission
dated July 15, 1997.
*10.12 Guarantee Agreement with Missouri Coordinating Board for
Higher Education dated July 15, 1997.
*10.13 Guarantee Agreement with Illinois Student Assistance
Commission dated July 7, 1997.
*10.14 Guarantee Agreements with California Student Aid
Commission dated July 6 and July 10, 1977.
10.15 Agreement to Guarantee Loans between U.S. Bank National
Association, as Trustee for Educational Loans, Inc. and
Northwest Education Loan Association effective as the
March 22, 1999.
10.16 Certificate of Comprehensive Insurance dated October 1,
1999.
10.17 Agreement to Endorse Loans between the Oregon State
Scholarship Commission and U.S. Bank National Association
as Trustee for Education Loan Incorporated dated April 8,
1999.
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* Incorporated by reference to a similarly numbered exhibit filed by the
registrant and a former co-registrant, Education Loans Incorporated, a
South Dakota nonprofit corporation, on registration statement (SEC
File No, 333-26679 and 333-26679-01.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
EDUCATION LOANS INCORPORATED
By:/s/ A. Norgrin Sanderson
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A. Norgrin Sanderson
President and Treasurer
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<PAGE>
EXHIBIT 10.15
[LOGO] Northwest Education Loan Association
AGREEMENT TO GUARANTEE LOANS
This Agreement to Guarantee Loans (the "Agreement"), to be effective the
22/nd/ day of March, 1999, is by and between U.S. BANK NATIONAL ASSOCIATION, AS
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TRUSTEE FOR EDUCATION LOANS, INC. ("Lender"), and NORTHWEST EDUCATION LOAN
ASSOCIATION, a Washington nonprofit corporation ("NELA").
RECITALS
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A. NELA is a private nonprofit guaranty and service agency operating
under the Federal Family Education Loan ("FFEL") Program to provide, promote and
facilitate student loans for the benefit of the citizens and students of
institutions of higher education situated in NELA's area of service.
B. Lender wishes to secure the NELA guarantee on eligible loans made to
students pursuing programs of higher education, and to parents of dependent
undergraduate and graduate students.
C. The FFEL Program includes both the Stafford and PLUS Loan Programs.
The PLUS Program requirements vary from the Stafford Loan Program requirements
for loans. Variations include different interest rates, different application
procedures and forms, and different terms. PLUS Loans may have parents as co-
maker, both of whom must be eligible as borrowers and both of whom must be
eligible for any deferment or cancellation of repayment obligations.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises described below, the parties hereto agree as follows:
1. Applicable Rules, Regulations, and Act. The performance of this
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Agreement is governed by the applicable Rules of NELA, as now existing or
hereafter amended ("Rules"); the applicable Regulations promulgated by the
Secretary of Education ("Secretary"), as now or hereafter amended (34 C.F.R. 668
and 34 C.F.R. 682) ("Regulations"); and Title IV, Part B of the Higher Education
Act of 1965, as now or hereafter amended (20 U.S.C. (S) 1071-1087-2) ("Act").
The Rules, Regulations and Act are hereby incorporated into this Agreement, with
the same force and effect as if they were found in the body of the Agreement
itself.
2. NELA Guarantee. NELA agrees to guarantee loans made, purchased, or
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held by Lender that are eligible for such guarantees. For purposes of this
Agreement, eligibility shall be determined by, and in accordance with, the
Rules, Regulations, and Act. Eligible loans made, purchased, or held after the
effective date of this Agreement, which have been reviewed and approved by NELA
pursuant to the Rules, are guaranteed by NELA. NELA reserves the right, to be
exercised in its sole discretion, to refuse initially to guarantee any loan
prior to the initial disbursement of such loan.
3. Lender's Obligations and General Warranties. With respect to loans
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made or held by Lender, Lender, and any third party conducting loan servicing
activities on behalf of Lender, agree and warrant as follows:
3.1 Lender will use the forms and procedures appropriate to PLUS
and Stafford Loans, and will comply with all the Rules, Regulations and
provisions of the Act appropriate to the respective Programs; and
3.2 All actions taken by Lender, including but not limited to making,
servicing or collecting on those loans, are in compliance with the Rules of
NELA, the Regulations, the Act, and all other local, state and federal laws and
regulations for loan servicing, including collection activities.
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4. Warranties Made Upon Assignment of Promissory Note. With respect to
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any promissory note guaranteed by NELA, the Lender hereby agrees and warrants
that upon assignment of such note by Lender to NELA or to any third party:
4.1 The obligations of the borrower(s) and any endorser are valid and
enforceable in accordance with the terms of the note, and not subject to any
defenses;
4.2 All information furnished to NELA in connection with such
promissory note is, in all material respects, true and accurate;
4.3 The promissory note qualifies for insurance under the Federal
Stafford Loan Program or the PLUS Program, as applicable;
4.4 The Lender has complied with the applicable provisions of the
Act, Regulations and Rules and all other applicable laws with respect to the
promissory note and the loan;
4.5 The Lender shall indemnify and hold NELA harmless from and
against all losses and expenses, including attorneys' fees or loss of collection
fees incurred by NELA as a result of the assertion against NELA by the borrower
of any claim or defense which could have been asserted against the Lender
whether or not such claim or defense existed at the date of execution of this
contract or the promissory note by the borrower. Upon request by NELA, the
Lender, at its expense, shall undertake or assume the defense of any action in
which any such claim is asserted against NELA; and
4.6 If the note is further assigned by any party, the warranties
made by the Lender upon assignment to NELA shall inure to and benefit all such
assignees including NELA and the federal government.
The obligations of the Lender and rights of NELA or any other third party under
this paragraph are in addition to other obligations of the Lender and rights of
NELA provided for in this Agreement or provided for in any applicable laws,
rules or regulations.
5. Lender's Obligation to Secure Interest Reductions for Borrower.
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Lender acknowledges that pursuant to the Rules, Regulations and Act, Lender is
obligated to assist borrowers under the Stafford and the PLUS Loan Programs in
securing reductions in their obligations to pay interest on loans made by Lender
if such interest is eligible for subsidy under the Rules, Regulations, or Act.
6. Amendments.
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6.1 From time to time the federal government may amend the Act, or
the Secretary may amend or repeal any of the Regulations. This Agreement shall
continue in full force and effect, and any such change in the Act or Regulations
shall be incorporated into it, unless a party gives notice of termination of the
Agreement within thirty days of any such change, and specifies the amendment or
repeal of the Act or Regulation as the reason for terminating the Agreement. Any
government action to amend or repeal the Act or Regulations constitutes notice
to the parties of such change, and NELA shall not be responsible for notifying
Lender of any such change.
6.2 From time to time, NELA may amend its Rules which are
incorporated by reference in this Agreement. NELA shall give notice to the
Lender, by certified mail, return receipt requested, of any such amendments.
Lender shall not be bound by any such amendments if it has not received such
notice. If no notice of termination pursuant to Paragraph 8 hereof is received
by NELA from Lender within thirty (30) days of Lender receipt of such notice,
such amendments shall become part of this Agreement.
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7. Term. The initial term of this Agreement shall be from the effective
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date of this Agreement until September 30, 1999. Thereafter, this Agreement
shall be automatically renewed for additional terms of one year, unless NELA or
the Lender gives notice thirty (30) days prior to the end of any term of this
Agreement that the Agreement will not be renewed.
8. Termination. Either party may terminate this agreement.
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8.1 Termination by Lender shall be by thirty (30) days or more
written notice to NELA, specifying the date of termination. Termination by NELA
shall be in conformance with its Rules pertaining to limitation, suspension, and
termination.
8.2 Upon termination, the relationship between NELA and Lender
created by this Agreement shall cease on the termination date except as provided
herein. Termination under this Section 8 or Section 7 will not affect the
guarantee of NELA or the obligations of Lender as to loans guaranteed prior to
the termination date under the Agreement, except in accordance with the Act,
Rules or Regulations. Such guarantees and obligations, including, but not
limited to, the obligation to allow NELA and the Secretary access to records,
shall continue in full force and effect under the terms of the Agreement between
NELA and Lender which was in force at the time each particular loan was made.
9. Breaches.
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9.1 Upon material breach of this Agreement, whether of the
provisions found in the Agreement itself or its incorporated provisions, NELA is
entitled to suspend or withdraw its guarantee, in part or entirely, as to the
loan or loans affected by the breach, provided that NELA has notified Lender of
such breach and Lender has failed to cure such breach within thirty (30) days of
such notice.
9.2 A material breach shall be a defense by NELA to any claim or
action by Lender upon the guarantee of a loan directly affected by the material
breach.
9.3 Upon any breach, whether material or not, of any provision of
this Agreement, including those incorporated by reference, NELA is entitled to
written assurance from Lender that the breach has been remedied.
9.4 The waiver by any party of any breach of any provision of this
Agreement shall not operate or be construed as waiver of any provision as to any
subsequent breach.
10. Severability.
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10.1 This Agreement. If any term, covenant, condition, or
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provision of this Agreement or the application thereof to any person or
circumstance shall, at any time, or to any extent, be determined invalid or
unenforceable, the remaining provisions hereof shall not be affected thereby and
shall be deemed valid and fully enforceable to the extent provided by law.
10.2 Rules, Regulation and Act. If any provision of the Rules,
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Regulations, or the Act are rescinded, repealed, withdrawn, held to be invalid,
or otherwise rendered inoperative, the remaining provisions are not affected,
and continue in full force.
11. Entire Agreement - Modifications. This Agreement, including any
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incorporated provisions, constitutes the entire understanding between the
parties and supersedes any prior written or oral understanding between them.
This Agreement may not be amended, changed, or modified, in whole or in part,
except by an instrument in writing signed by Lender and by NELA or as provided
in Paragraphs 6.1 and 6.2 hereof.
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12. Captions. The captions and headings of the paragraphs of this
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Agreement are for convenience and reference only and may not be used to
interpret or define the provisions hereof.
13. Indemnification. NELA hereby indemnifies and holds Lender harmless
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against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, suits, costs, and expenses (including reasonable attorneys'
fees and expenses), incurred by or asserted against Lender, which arise out of
or relate to the negligent acts or omissions of NELA in performing its
obligations under this Agreement, NELA's violation of the Act and Regulations,
or NELA's failure to comply with its obligations under this Agreement. Lender
hereby indemnifies and holds NELA harmless against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, suits, costs, and
expenses (including reasonable attorneys' fees and expenses), incurred by or
asserted against NELA, which arise out of or relate to the negligent acts or
omissions of Lender in performing its obligations under this Agreement, Lender's
violation of the Act and Regulations, or Lender's failure to comply with its
obligations under this Agreement. This indemnification provision shall survive
any termination of this Agreement.
14. Assignment and Successors. The rights and obligations of NELA under
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this Agreement shall inure to the benefit of and be binding upon its successors
and assigns. The rights and obligations of Lender hereunder are nonassignable
except in accordance with the Rules, Regulations or Act.
15. Notices. Any notice required under this Agreement shall be sufficient
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if in writing and sent by certified or registered mail, postage prepaid, to the
following address:
If to Lender President
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Education Loans Incorporated
105 First Avenue SW
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Aberdeen, SD 57401
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If to NELA: Northwest Education Loan Association
500 Colman Building
811 First Avenue
Seattle, WA 98104
Attn: Vice President, Program Services
16. Attorneys' Fees. If any dispute arises from the performance or breach
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of any term of this Agreement, whether or not any suit or arbitration proceeding
is commenced, then the prevailing party shall be entitled to its reasonable
attorneys' fees and costs.
17. Governing Law. This Agreement is made and shall be construed and
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performed under the appropriate state laws.
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IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate
on the following dates:
3-23-99 , 1999 U.S. BANK NATIONAL ASSOCIATION, AS
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TRUSTEE FOR EDUCATION LOANS, INC.
By: /s/ Thomas W. Steele
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(Signature)
Thomas W. Steele
----------------
(Print or Type Name)
Assistant Vice President
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(Title)
April 2 , 1999 NORTHWEST EDUCATION LOAN
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ASSOCIATION
By: /s/ Jennifer L. Freimund
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Jennifer L. Freimund
Vice President,
Program Services
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EXHIBIT 10.16
[LOGO] EAC
Certificate of Comprehensive Insurance
(for Federal Consolidation Loans made in accordance with
Title IV, Part V of the Higher Education Act of 1965, as amended)
Education Assistance Corporation, herein referred to as the "Agency" authorizes
that all Federal Consolidation Loans made in conformity with the requirements of
Part B of Title IV of the Higher Education Act of 1965, as amended, by U.S. Bank
National Association as Trustee for Education Loans Incorporated, herein
referred to as the "Lender", are guaranteed to the maximum reinsurance provided
pursuant to the Act against loss of principal and interest by the Agency
provided:
1. The Lender has determined to its satisfaction, in accordance with
reasonable and prudent business practices, for each loan being
consolidated--
(a) that the loan is a legal, valid, and binding obligation of the
borrower;
(b) that each such loan was made and serviced in compliance with
applicable Laws and regulations; and
(c) that the insurance on such loans is in full force and effect.
2. That the Federal Consolidation Loan(s) will be made on or after
October 1, 1999. The expiration date of this Certificate is at the
end of the day, September 30, 2000.
3. That the total unpaid principal amount of all Federal Consolidation
Loans made under this Certificate is equal to or less than
$19,000,000.
4. That, if the Lender prior to the expiration of this certificate no
longer proposes to make Federal Consolidation Loans, the Lender
will so notify the Agency in order that the Certificate may be
terminated. Such termination shall not affect the insurance on any
Federal Consolidation Loan made prior to such termination.
5. That the Lender's Federal Loan Consolidation Program practices are
subject to the Higher Education Act of 1965, the U.S. Department of
Education regulations and Education Assistance Corporation's
regulations, policies and procedures, including the Federal Family
Education Loan Program Lender Participation Limitation, Suspension
or Termination procedures, as amended from time to time.
6. That the Lender complies with reporting requirements, as specified
from time to time by the Office of the Department of Education.
7. That the alternative repayment terms offered to borrowers are
fixed, graduated, and income sensitive repayment options.
8. That Education Assistance Corporation's offices at 115 First
Avenue, SW, Aberdeen, South Dakota is designated as the office
which will process claims and perform other related administrative
functions.
In witness whereof, Lender and EAC have caused this agreement to be duly
executed and delivered this 1/st/ day of October, 1999.
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EAC: Lender:
Education Assistance Corporation U.S. Bank National Association as
115 First Avenue SW Trustee for Education Loans Incorporated
Aberdeen, SD 57401 105 First Avenue SW
Aberdeen, SD 57401
By: /s/ Clark Wold By: /s/ Thomas W. Steele
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Its: President Its: Corp Trust Off
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[LETTERHEAD OF EDUCATION ASSISTANCE CORPORATION]
<PAGE>
EXHIBIT 10.17
SECONDARY MARKET AGREEMENT
Oregon State Scholarship Commission
AGREEMENT TO ENDORSE LOANS
This AGREEMENT, entered into between the Oregon State Scholarship Commission
(hereinafter referred to as "Scholarship Commission"), an agency of the State of
Oregon, and
U.S. Bank National Association as
Trustee for Education Loan Incorporated Aberdeen, SD 57401
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(hereinafter referred to as "Lender") (City and State) (Zip)
WITNESSETH:
WHEREAS, the Scholarship Commission is a State agency designated to administer
loan programs under provisions of Oregon Revised Statutes 348.505 to 348.620;
WHEREAS, the Scholarship Commission maintains a central office for the
endorsement of approved loans made by participating lenders to eligible
students attending educational institutions approved by the U.S. Department of
Education and to eligible parents of such students; Oregon residents may
borrow for attendance at any approved educational institution; non-residents
may borrow for attendance only at approved institutions located within Oregon;
and
WHEREAS, the Lender wants to participate in the Loan Program of the
Scholarship Commission, subject to the terms and conditions hereinafter set
forth;
NOW THEREFORE, the Scholarship Commission and the Lender agree as follows:
1. This Agreement is subject to and all terms used herein shall have their
meanings respectively indicated in:
(a) the provisions of Title IV, Part B, of the Higher Education Act of 1965,
as amended (20 U.S.C. (S) 1071 et seq.) and regulations issued
thereunder, and
(b) Oregon Revised Statutes 348.505 to 348.620 and rules, regulations and
policies issued thereunder.
2. The Lender agrees to comply with the provisions of Title IV, Part V, of the
Higher Education Act of 1965, as amended, (20 U.S.C. (S) 1071 et seq.)
3. The Lender shall give the U.S. Secretary of Education, or other agencies of
the government designated by the Secretary, and/or the Scholarship
Commission access to the Lender's records in order to assure the accuracy of
the required reports in accordance with Federal regulations.
4. All documents and instruments used in the Loan Programs shall be in the form
furnished and/or approved by the Scholarship Commission and the U.S.
Department of Education.
5. This Agreement shall inure to the benefit of and be binding upon the
Scholarship Commission and the Lender and their respective successors
provided, however, that neither party may assign its obligations under this
Agreement without prior written consent from the other party, which consent
will not be unreasonably withheld.
6. This Agreement may be terminated by either party upon not less than 90 days
written notice to the other party. Such termination shall not affect any
obligations incurred pursuant to this Agreement prior to the time that such
termination notice becomes effective.
7. If the Lender violates or fails to comply with its obligations under this
Agreement then the Lender agrees to indemnify the Scholarship Commission
from and against any and all liability arising out of such violation or
failure regardless of whether the Scholarship Commission purchased such loan
from the Lender.
<PAGE>
The Scholarship Commission's liability shall be limited to payment of the
guarantee as required by this agreement and to the extent permitted by
Article XI, Section 7 of the Oregon constitution and the Oregon Tort Claims
Act, ORS 30.270 through 30.300.
8. This agreement shall be governed by and construed in accordance with the
laws of the State of Oregon without regard to principles of conflicts of
law. Any claim, action, suit or proceeding between the parties that arises
from or relates to this Agreement shall be brought and conducted solely and
exclusively within the Circuit Court of Marion County for the State of
Oregon; provided, however, if a claim, action, suit or proceeding must be
brought in a federal forum, then it shall be brought and conducted solely
and exclusively within the United States District Court for the District of
Oregon.
9. Any notice required or permitted under this Agreement shall be in writing by
personal delivery, facsimile or overnight carrier, effective on receipt, or
by mail, effective (five) 5 days after mailing. To be effective against the
Scholarship Commission, any notice delivered by facsimile must be confirmed
by telephone notice to the Scholarship Commission offices.
10. The parties agree that if any term or provision of this agreement is
declared by a court of competent jurisdiction to be illegal or in conflict
with any law, the validity of the remaining terms and provisions shall not
be affected, and the rights and obligations of the parties shall be
construed and enforced as if the agreement did not contain the particular
term or provision held to be invalid.
11. This agreement may be executed in several counterparts, all of which when
taken together shall constitute one agreement binding on all parties,
notwithstanding that all parties are not signatories to the same
counterpart. Each copy of the agreement so executed shall constitute an
original.
12. The parties agree that no legal relationship of any kind exists as a result
of this agreement, other than the covenants expressly contained herein. This
agreement shall not constitute or imply a joint venture, partnership or
business organization of any kind. The parties are independent and the
personnel or one party shall not be deemed the personnel of the other.
Nothing in this agreement shall grant to either party any right to make
commitments of any kind or to create any obligation for or on behalf of the
other without the prior written consent of the other party, except to the
extent stated herein.
13. This Agreement supersedes all existing agreements and may only be amended by
all parties in writing. The failure of the parties to enforce any provision
of this agreement shall not constitute a waiver by either party of that or
any other provision.
The Oregon State Scholarship Commission and the Lender have each caused this
instrument to be executed the ____ day of ____________, 19__, by their
respective duly authorized officers.
U.S. Bank National Association
as Trustee for Education Loans Inc. OREGON STATE SCHOLARSHIP COMMISSION
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Lender
By /s/ Thomas W. Steele By /s/ Elwood G. Farber
-------------------------------- --------------------------------------
Signature Elwood G. Farber, Executive Director
Assistant Vice President April 8, 1999
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Title Date
105 First Avenue SW
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Street Address
Aberdeen, SD 57401
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City, State and Zip
833405
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Lender Code Number
41-0417860
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Employer Identification Number (EIN)
