Education Loans Inc /De Sample Contracts

BETWEEN
Guarantee Agreement • October 7th, 2002 • Education Loans Inc /De • Asset-backed securities
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EXHIBIT 99.3 ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • February 25th, 1998 • Education Loans Inc /De • Asset-backed securities • Delaware
EXHIBIT 99.4 CONTRIBUTION AGREEMENT
Contribution Agreement • February 25th, 1998 • Education Loans Inc /De • Asset-backed securities • South Dakota
BETWEEN
Broker-Dealer Agreement • February 25th, 2004 • Education Loans Inc /De • Asset-backed securities • New York
consisting of
Underwriting Agreement • August 13th, 2001 • Education Loans Inc /De • Asset-backed securities • New York
EXHIBIT 99.3 [FORM OF ASSUMPTION AGREEMENT] ASSUMPTION AGREEMENT
Assumption Agreement • October 17th, 1997 • Education Loans Inc /De • Asset-backed securities • Delaware
from
Transfer Agreement • February 25th, 2004 • Education Loans Inc /De • Asset-backed securities • South Dakota
Exhibit 4.3 AUCTION AGENT AGREEMENT
Auction Agent Agreement • February 25th, 2004 • Education Loans Inc /De • Asset-backed securities • Delaware
between
Indenture of Trust • August 21st, 2001 • Education Loans Inc /De • Asset-backed securities • South Dakota
consisting of
Underwriting Agreement • October 22nd, 1999 • Education Loans Inc /De • Asset-backed securities • New York
Exhibit 10.1 SERVICING AGREEMENT
Servicing Agreement • July 17th, 1997 • Education Loans Inc /De • Asset-backed securities • South Dakota
Exhibit 10.1 SERVICING AND ADMINISTRATION AGREEMENT
Servicing and Administration Agreement • February 25th, 2004 • Education Loans Inc /De • Asset-backed securities • South Dakota
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE OF TRUST
First Supplemental Indenture of Trust • February 25th, 2004 • Education Loans Inc /De • Asset-backed securities • New York
between
Indenture of Trust • February 25th, 2004 • Education Loans Inc /De • Asset-backed securities • South Dakota
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and U.S. Bank, N.A. as Trustee for Education Loans, Inc. Sioux Falls, SD
Loan Guarantee Agreement • October 7th, 2002 • Education Loans Inc /De • Asset-backed securities • Michigan
WITNESSETH:
Student Loan Purchase Agreement • October 22nd, 1999 • Education Loans Inc /De • Asset-backed securities
WITNESSETH:
Loan Guarantee Agreement • October 17th, 1997 • Education Loans Inc /De • Asset-backed securities • Indiana
EXHIBIT 1.1 Underwriting Agreement dated September 19, 2002 Education Loans Incorporated STUDENT LOAN ASSET-BACKED NOTES, SERIES 2002-1
Underwriting Agreement • October 7th, 2002 • Education Loans Inc /De • Asset-backed securities • New York
INDENTURE OF TRUST between EDUCATION LOANS INCORPORATED and as Trustee Dated as of June 1, 2005 CROSS REFERENCE TABLE
Indenture of Trust • June 27th, 2005 • Education Loans Inc /De • Asset-backed securities • South Dakota
EXHIBIT 4.2 =================================================================== ============= THIRD SUPPLEMENTAL INDENTURE OF TRUST
Third Supplemental Indenture of Trust • August 13th, 2001 • Education Loans Inc /De • Asset-backed securities • New York
RECITALS --------
Agreement to Guarantee Loans • December 3rd, 1999 • Education Loans Inc /De • Asset-backed securities
TRANSFER AGREEMENT from GOAL FUNDING II, INC. and as Goal Funding II Trustee to as Note Trustee and EDUCATION LOANS INCORPORATED
Transfer Agreement • August 13th, 2004 • Education Loans Inc /De • Asset-backed securities • South Dakota

GOAL FUNDING II, INC., a Delaware corporation (“GOAL Funding II”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee and eligible lender trustee (the “GOAL Funding II Trustee” and, together with GOAL Funding II, the “Transferors”) under the Indenture, dated as of January 30, 2003 (as amended, the “GOAL Funding II Indenture”), among GOAL Funding II, Citicorp North America, Inc., as agent, the financial institutions named therein, as lenders, Student Loan Finance Corporation (“SLFC”), as master servicer, and the GOAL Funding II Trustee, in consideration of the payment (i) to the Transferors of $394,808,128.86 (which amount is equal to the outstanding principal balance of such Assigned Student Loans (as hereinafter defined), plus accrued and unpaid interest and Special Allowance Payments thereon, as of the effective date of this Agreement), and (ii) to SLFC of $581,006.66 (to reimburse SLFC for amounts contributed by SLFC to GOAL Funding II to enable

TRANSFER AGREEMENT from GOAL FUNDING, INC. and to and EDUCATION LOANS INCORPORATED Dated as of June 1, 2005
Transfer Agreement • June 27th, 2005 • Education Loans Inc /De • Asset-backed securities • South Dakota

GOAL FUNDING, INC., a Delaware corporation ("GOAL Funding"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee and eligible lender trustee (the "GOAL Funding Trustee" and, together with GOAL Funding, the "Transferors") under the Indenture, dated as of November 26, 2002 (as amended, the "GOAL Funding Indenture"), among GOAL Funding, Citicorp North America, Inc., as agent, the financial institutions named therein, as lenders, Ambac Assurance Corporation, as insurer, Student Loan Finance Corporation ("SLFC"), as master servicer, and the GOAL Funding Trustee, in consideration of the payment to the Transferors of $78,320,463.79 (which amount is equal to the outstanding principal balance of such Assigned Student Loans (as hereinafter defined), plus accrued and unpaid interest and Special Allowance Payments thereon, as of the effective date of this Agreement), receipt of which is hereby acknowledged, hereby (a) assign, transfer and convey, subject to the

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