EXHIBIT 4.2
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FOURTH SUPPLEMENTAL INDENTURE OF TRUST
between
EDUCATION LOANS INCORPORATED
and
U.S. BANK NATIONAL ASSOCIATION
as Trustee
_____________________
Dated as of September 1, 2002
______________________
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TABLE OF CONTENTS
Page
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PARTIES ............................................................................................. 1
RECITALS ............................................................................................ 1
Section 1. Definitions ........................................................................... 1
Section 2. Authorization and Terms of Series 2002-1 Notes ........................................ 12
Section 3. Interest Payable on Series 2002-1 Notes ............................................... 14
Section 4. Determining the Series 2002-1 Note Auction Rate ....................................... 17
Section 5. Determination of Payment Defaults and Payment of Auction Agent and
Broker-Dealer Fees .................................................................... 25
Section 6. Calculation of Maximum Auction Rate, All Hold Rate, Net Loan Rate,
One-Month LIBOR, Three-Month LIBOR and Non-Payment Rate ............................... 26
Section 7. Notification of Rates, Amounts and Payment Dates ...................................... 27
Section 8. Auction Agent ......................................................................... 27
Section 9. Broker-Dealers ........................................................................ 28
Section 10. Changes in Auction Period or Periods .................................................. 29
Section 11. Changes in the Auction Date ........................................................... 30
Section 12. Additional Provisions Regarding the Series 2002-1 Note Interest Rate .................. 30
Section 13. Qualifications of Market Agent ........................................................ 31
Section 14. Purposes of Issuance of Series 2002-1 Notes ........................................... 31
Section 15. Deposit of Series 2002-1 Note Proceeds ................................................ 32
Section 16. Redemption of Series 2002-1 Notes ..................................................... 32
Section 17. Book-Entry Series 2002-1 Notes ........................................................ 35
Section 18. Series 2002-1 Accounts and Subaccounts ................................................ 37
Section 19. Certain Findings, Determinations and Designations ..................................... 38
Section 20. Purchase or Origination of Eligible Loans From Series 2002-1
Acquisition Account and Series 2002-1 Surplus Subaccount .............................. 39
Section 21. Limitation on Costs of Issuance, Administrative Expenses and Note Fees ................ 42
Section 22. Proceeds of Sales of Certain Student Loans To Be Deposited in the
Acquisition Fund ...................................................................... 42
Section 23. Amendment of Granting Clause First of the Indenture ................................... 42
Section 24. Amendment of Section 1.1 of the Indenture ............................................. 43
Section 25. Amendment of Section 4.1 of the Indenture ............................................. 46
Section 26. Consent of Series 2002-1 Noteholders to Amendments to Indenture ....................... 47
Section 27. Governing Law ......................................................................... 47
Section 28. Section Headings; Table of Contents ................................................... 47
Section 29. Severability .......................................................................... 47
Section 30. Counterparts .......................................................................... 48
Section 31. Effect of Fourth Supplemental Indenture ............................................... 48
SIGNATURES .......................................................................................... 48
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Exhibit A--Form of Series 2002-1 Senior Notes .................................................... A-1
Exhibit B--Form of Series 2002-1C Notes .......................................................... B-1
Exhibit C--Form of Notice of A Payment Default ................................................... C-1
Exhibit D--Form of Notice of Cure of Payment Default ............................................. D-1
Exhibit E--Form of Notice of Proposed Auction Period Adjustment .................................. E-1
Exhibit F--Form of Notice Establishing Auction Period Adjustment ................................. F-1
Exhibit G--Form of Notice of Change in Auction Date .............................................. G-1
Exhibit H-1--List of EdLinc Student Loan Purchase Agreements ..................................... X-0-0
Xxxxxxx X-0--Xxxx of GOAL Funding Student Loan Purchase Agreements ............................... H-2-1
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THIS FOURTH SUPPLEMENTAL INDENTURE OF TRUST, dated as of September 1, 2002,
between EDUCATION LOANS INCORPORATED, a corporation duly organized and existing
under the laws of the State of Delaware (the "Corporation"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association duly established, existing
and authorized to accept and execute trusts of the character herein set out
under and by virtue of the laws of the United States (the "Trustee");
W I T N E S S E T H:
WHEREAS, the Corporation and the Trustee, as trustee, have heretofore
executed and delivered an Indenture of Trust (the "Original Indenture") and a
First Supplemental Indenture of Trust (the "First Supplemental Indenture"), each
dated as of December 1, 1999, a Second Supplemental Indenture of Trust (the
"Second Supplemental Indenture"), dated as of December 1, 2000, and a Third
Supplemental Indenture of Trust (the "Third Supplemental Indenture"), dated as
of July 1, 2001; and
WHEREAS, the Original Indenture prescribes the terms and conditions upon
which the Corporation may from time to time authorize and issue series of Notes
(as defined in the Original Indenture); and
WHEREAS, the Corporation has, by proper action of its Board, authorized and
determined to issue three series of Notes in the respective aggregate principal
amounts of $82,700,000 (the "Series 2002-1A Notes") and $82,700,000 (the "Series
2002-1B Notes"), each of which will be a series of Class A Notes, and
$24,500,000 (the "Series 2002-1C Notes," and, together with the Series 2002-1A
Notes and the Series 2002-1B Notes, the "Series 2002-1 Notes"), which will be a
series of Class B Notes; and
WHEREAS, the Corporation desires by this Fourth Supplemental Indenture to
prescribe the terms and provisions of the Series 2002-1 Notes, all as more fully
set forth herein; and
WHEREAS, the Corporation also desires, at this time, to amend certain
provisions of the Indenture in conjunction with the issuance of the Series
2002-1 Notes; and
WHEREAS, the execution and delivery of this Fourth Supplemental Indenture
and the issuance of the Series 2002-1 Notes have been in all respects duly and
validly authorized by the Corporation;
NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:
Section 1. Definitions. In this Fourth Supplemental Indenture, the terms
defined in the Original Indenture, the First Supplemental Indenture, the Second
Supplemental Indenture and the Third Supplemental Indenture shall, except as
otherwise provided in this Section 1, have the same meaning when used herein
unless the context or use thereof indicates another or different meaning or
intent. In addition, the following terms shall have the following respective
meanings unless the context hereof clearly requires otherwise:
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"Administrative Cost and Note Fee Rate" shall mean a rate per annum equal
to the sum of (i) 1.05%, (ii) the Auction Agent Fee Rate and (iii) the
Broker-Dealer Fee Rate.
"All Hold Rate" shall mean (i) for Auction Periods of thirty-five (35) days
or less, 85% of One-Month LIBOR, and (ii) for Auction Periods of greater than
thirty-five (35) days, 85% of Three-Month LIBOR.
"Alternative Loan Program" shall mean each of the following programs for
the making of Student Loans other than FFELP Loans the Alternative Loans under
which are eligible to be Financed under the Indenture: (i) the Great
Opportunities Academic Loan and Great Opportunities Academic Loan II Programs
offered by U.S. Bank National Association; (ii) the Choice Loan, Pathway,
Partner and MEFC Loan Programs offered by Marquette Bank, N.A.; (iii) the Quest
Loan, Independence and BrainBucks Loan Programs offered by Surety Loan Funding
Company; (iv) the AFG, the AFG Pathway and the AFG Select Programs offered by
Provincial Bank; (v) the Bremer Education Loan and the Bremer Education Loan II
Programs offered by Xxxxxx Bank N.A.; and (vi) such other programs upon receipt
by the Trustee of written notice thereof by an Authorized Officer of the
Corporation and confirmation from each Rating Agency that financing of loans
under such programs under the Indenture will not cause the withdrawal or
downgrade of any rating of any series of Notes any of which are Outstanding.
"Auction" shall mean the implementation of the Auction Procedures on an
Auction Date.
"Auction Agent" shall mean the Initial Auction Agent under the Initial
Auction Agent Agreement unless and until a Substitute Auction Agent Agreement
becomes effective, after which "Auction Agent" shall mean the Substitute Auction
Agent.
"Auction Agent Agreement" shall mean the Initial Auction Agent Agreement
unless and until a Substitute Auction Agent Agreement is entered into, after
which "Auction Agent Agreement" shall mean such Substitute Auction Agent
Agreement.
"Auction Agent Fee" shall have the meaning ascribed to such term in the
Auction Agent Agreement.
"Auction Agent Fee Rate" shall have the meaning ascribed to such term in
the Auction Agent Agreement.
"Auction Date" shall mean, initially, (i) with respect to the Series
2002-1A Notes, October 17, 2002, and (ii) with respect to the Series 2002-1B
Notes and the Series 2002-1C Notes, October 24, 2002, and, thereafter, with
respect to each such series of Series 2002-1 Notes, the Business Day immediately
preceding the first day of each Auction Period for such series, other than:
(A) an Auction Period commencing after the ownership of such series is no
longer maintained in Book-Entry Form by the Securities Depository;
(B) an Auction Period commencing after and during the continuance of a
Payment Default; or
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(C) an Auction Period commencing less than two (2) Business Days after the
cure of a Payment Default.
Notwithstanding the foregoing, the Auction Date for one or more Auction Periods
may be changed pursuant to Section 11 of this Fourth Supplemental Indenture.
"Auction Period" shall mean the Interest Period applicable to the Series
2002-1A Notes, the Series 2002-1B Notes and the Series 2002-1C Notes, which
Auction Period (after the Initial Interest Period for each such series)
initially shall consist generally of twenty-eight (28) days, as the same may be
adjusted pursuant to Section 3 or Section 10 hereof.
"Auction Period Adjustment" shall mean an adjustment to the Auction Period
as provided in Section 10 hereof.
"Auction Procedures" shall mean the procedures set forth in Sections 4
through 11 hereof by which the Auction Rate is determined.
"Auction Rate" shall mean the rate of interest per annum that results from
implementation of the Auction Procedures and is determined as described in
Section 4(c)(ii) hereof.
"Authorized Denominations" shall mean, with respect to the Series 2002-1
Notes, $50,000 and any integral multiple thereof.
"Available Series 2002-1 Notes" shall have the meaning ascribed to such
term in Section 4(c)(i)(A) hereof.
"Bid" shall have the meaning ascribed to such term in Section 4(a)(i)
hereof.
"Bid Auction Rate" shall have the meaning ascribed to such term in Section
4(c)(i) hereof.
"Bidder" shall have the meaning ascribed to such term in Section 4(a)(i)
hereof.
"Book-Entry Form" or "Book-Entry System" shall mean a form or system under
which (i) the beneficial right to principal and interest may be transferred only
through a book entry, (ii) physical securities in registered form are issued
only to a Securities Depository or its nominee as registered holder, with the
securities "immobilized" to the custody of the Securities Depository, and (iii)
the book entry is the record that identifies the owners of beneficial interests
in that principal and interest.
"Broker-Dealer" shall mean Xxxxxxx Xxxxx Barney Inc., or any other broker
or dealer (each as defined in the Securities Exchange Act of 1934, as amended),
commercial bank or other entity permitted by law to perform the functions
required of a Broker-Dealer set forth in the Auction Procedures that (a) is a
Participant (or an affiliate of a Participant), (b) has been appointed as such
by the Corporation pursuant to Section 9 hereof and (c) has entered into a
Broker-Dealer Agreement with respect to one or more series of the Series 2002-1
Notes that is in effect on the date of reference.
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"Broker-Dealer Agreement" shall mean each agreement between the Auction
Agent and a Broker-Dealer, and approved by the Corporation, pursuant to which
the Broker-Dealer agrees to participate in Auctions as set forth in the Auction
Procedures, as from time to time amended or supplemented. Each Broker-Dealer
Agreement shall be in substantially the form of the Broker-Dealer Agreement,
dated as of September 1, 2002, between Deutsche Bank Trust Company Americas, as
Auction Agent, and Xxxxxxx Xxxxx Xxxxxx Inc., as Broker-Dealer.
"Broker-Dealer Fee" shall have the meaning ascribed to such term in the
Auction Agent Agreement.
"Broker-Dealer Fee Rate" shall have the meaning ascribed to such term in
the Auction Agent Agreement.
"Business Day" shall mean a day of the year on which (i) banks located in
the city in which the Principal Office of the Trustee is located are not
required or authorized to remain closed, (ii) banks located in the city in which
the Principal Office of the Auction Agent, as set forth in and for purposes of
the Auction Agent Agreement, is located are not required or authorized to remain
closed and (iii) The New York Stock Exchange is not closed. The Trustee shall
provide to the Auction Agent on the Closing Date, and on each December 1
thereafter, a list of all legal holidays in the state in which the Principal
Office of the Trustee is located during the ensuing twelve-month period.
"Carry-Over Amount" shall mean, with respect to a Series 2002-1 Note, the
excess, if any, of (a) the amount of interest on such Note that would have
accrued with respect to the related Interest Period at the lesser of the Auction
Rate and the Series 2002-1 Note Auction Rate Limitation over (b) the amount of
interest on such Note actually accrued with respect to such Interest Period
based on the Net Loan Rate, together with the unpaid portion of any such excess
from prior Interest Periods; provided that any reference to "principal" or
"interest" in this Fourth Supplemental Indenture, in the Indenture and in the
Series 2002-1 Notes shall not include, within the meanings of such words, any
Carry-Over Amount or any interest accrued on any Carry-Over Amount.
"Closing Cash Flow Projection" shall mean the Cash Flow Projection
delivered in conjunction with the issuance of the Series 2002-1 Notes.
"Closing Date" shall mean, with respect to the Series 2002-1 Notes,
September 19, 2002, the date of initial issuance and delivery of the Series
2002-1 Notes hereunder.
"Effective Interest Rate" shall mean, with respect to any Financed Student
Loan, the interest rate per annum borne by such Financed Student Loan after
giving effect to all applicable interest subsidy payments, Special Allowance
Payments, rebate fees on Consolidation Loans and reductions pursuant to borrower
incentives. For this purpose, the Special Allowance Payment rate shall be
computed based upon the average of the bond equivalent rates of 91-day United
States Treasury Bills, or other appropriate rates, auctioned or otherwise
determined during that portion of the then current calendar quarter which ends
on the date as of which the "Effective Interest Rate" is determined.
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"Eligible Carry-Over Make-Up Amount" shall mean, with respect to each
Interest Period relating to a series of Series 2002-1 Notes as to which, as of
the first day of such Interest Period, there is any unpaid Carry-Over Amount, an
amount equal to the lesser of (a) interest computed on the principal balance of
such series in respect of such Interest Period at a per annum rate equal to the
excess, if any, of the Net Loan Rate over the Series 2002-1 Note Auction Rate,
and (b) the aggregate Carry-Over Amount remaining unpaid as of the first day of
such Interest Period together with interest accrued and unpaid thereon through
the end of such Interest Period. The Eligible Carry-Over Make-Up Amount shall be
$0.00 for any Interest Period with respect to which the Series 2002-1 Note
Auction Rate equals or exceeds the Net Loan Rate.
"Existing Holder" shall mean (i) with respect to and for the purpose of
dealing with the Auction Agent in connection with an Auction, a Person who is a
Broker-Dealer listed in the Existing Holder Registry at the close of business on
the Business Day immediately preceding such Auction and (ii) with respect to and
for the purpose of dealing with the Broker-Dealer in connection with an Auction,
a Person who is a beneficial owner of Series 2002-1 Notes.
"Existing Holder Registry" shall mean the registry of Persons who are
owners of the Series 2002-1 Notes, maintained by the Auction Agent as provided
in the Auction Agent Agreement.
"First Supplemental Indenture" shall mean the First Supplemental Indenture
of Trust, dated as of December 1, 1999, as amended or supplemented in accordance
with the terms thereof and of the Indenture.
"Fourth Supplemental Indenture" shall mean this Fourth Supplemental
Indenture of Trust, as amended or supplemented in accordance with the terms
hereof and of the Indenture.
"Hold Order" shall have the meaning ascribed to such term in Section
4(a)(i) hereof.
"Initial Auction Agent" shall mean Deutsche Bank Trust Company Americas, a
New York banking corporation, its successors and assigns.
"Initial Auction Agent Agreement" shall mean the Auction Agent Agreement,
dated as of September 1, 2002, by and among the Corporation, the Trustee and the
Initial Auction Agent, including any amendment thereof or supplement thereto.
"Initial Interest Period" shall mean, as to a series of Series 2002-1
Notes, the period commencing on the Closing Date and continuing through the day
immediately preceding the Initial Interest Rate Adjustment Date for such series.
"Initial Interest Rate Adjustment Date" shall mean, (i) with respect to the
Series 2002-1A Notes, October 18, 2002, and (ii) with respect to the Series
2002-1B Notes and the Series 2002-1C Notes, October 25, 2002.
"Interest Payment Date" shall mean (i) each regularly scheduled interest
payment date on the Series 2002-1 Notes, which shall be the Business Day
immediately following the expiration of the Initial Interest Period for such
series and each related Auction Period thereafter; or (ii) with respect to the
payment of interest upon redemption or acceleration of a Series 2002-1 Note
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or the payment of Defaulted Interest, such date on which such interest is
payable under the Indenture.
"Interest Period" shall mean, with respect to a series of Series 2002-1
Notes, the Initial Interest Period and each period commencing on an Interest
Rate Adjustment Date for such series and ending on the last day before (i) the
next Interest Rate Adjustment Date for such series or (ii) the Stated Maturity
of such series, as applicable.
"Interest Rate Adjustment Date" shall mean, with respect to a series of
Series 2002-1 Notes, the date on which a Series 2002-1 Note Interest Rate for
such series is effective, which shall be the date of commencement of each
Auction Period.
"Interest Rate Determination Date" shall mean, with respect to a series of
Series 2002-1 Notes, the Auction Date, or, if no Auction Date is applicable to
such series, the Business Day immediately preceding the date of commencement of
an Auction Period.
"London Business Day" shall mean any business day on which dealings in
deposits in United States dollars are transacted in the London interbank market.
"Market Agent" shall mean Xxxxxxx Xxxxx Barney Inc., New York, New York, in
such capacity hereunder, or any successor to it in such capacity hereunder.
"Maximum Auction Rate" shall mean:(A) Auction Periods of thirty-five (35)
days or less, either (a) One-Month LIBOR plus 1.5% (if the ratings assigned
by Moody's and Fitch to the Series 2002-1 Senior Notes are at least "Aa3"
and "AA-," respectively), (b) One-Month LIBOR plus 2.5% (if any one of the
ratings assigned by Moody's and Fitch to the Series 2002-1 Senior Notes is
less than "Aa3" or "AA-," respectively, but is at least "A") or (c)
One-Month LIBOR plus 3.5% (if any one of the ratings assigned by Moody's
and Fitch to the Series 2002-1 Senior Notes is less than "A"); or (ii) for
Auction Periods of greater than thirty-five (35) days, either (a) the
greater of One-Month LIBOR or Three-Month LIBOR, plus, in either case, 1.5%
(if the ratings assigned by Moody's and Fitch to the Series 2002-1 Senior
Notes are at least "Aa3" and "AA-," respectively), (b) the greater of
One-Month LIBOR or Three-Month LIBOR, plus, in either case, 2.5% (if any
one of the ratings assigned by Moody's and Fitch to the Series 2002-1
Senior Notes is less than "Aa3" or "AA-," respectively, but is at least
"A") or (c) the greater of One-Month LIBOR or Three-Month LIBOR, plus, in
either case, 3.5% (if any one of the ratings assigned by Moody's and Fitch
to the Series 2002-1 Senior Notes is less than "A"); and
(B) with respect to the Series 2002-1C Notes: (i) for Auction Periods
of thirty-five (35) days or less, either (a) One-Month LIBOR plus 2.5% (if
the ratings assigned by Moody's and Fitch to the Series 2002-1C Notes are
at least "A2" and "A," respectively), or (b) One-Month LIBOR plus 3.5% (if
any one of the ratings assigned by Moody's and Fitch to the Series 2002-1C
Notes is less than "A2" or "A," respectively); or (ii) for Auction Periods
of greater than thirty-five (35) days, either (a) the greater of One-Month
LIBOR or Three-Month LIBOR, plus, in either case, 2.5% (if the ratings
assigned by Moody's and Fitch to the Series 2002-1C Notes are at least "A2"
and "A," respectively),
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or (b) the greater of One-Month LIBOR or Three-Month LIBOR, plus, in either
case, 3.5% (if any one of the ratings assigned by Moody's and Fitch to the
Series 2002-1C Notes is less than "A2" or "A," respectively).
For purposes of the Auction Agent and the Auction Procedures, the ratings
referred to in this definition shall be the last ratings of which the Auction
Agent shall have been given notice pursuant to the Auction Agent Agreement.
"Net Loan Rate" shall mean, with respect to any Interest Period for a
series of the Series 2002-1 Notes commencing during a given calendar month, the
highest rate of interest per annum, rounded to the next highest .01%, which
would not cause the weighted average of the Auction Rates for such Interest
Period and (except in the case of a series of the Series 2002-1 Notes having
Interest Periods longer than forty-five (45) days) the Series 2002-1 Note
Auction Rate for the two (2) preceding Interest Periods to exceed (1) the
average of the weighted average Effective Interest Rate of the Financed Student
Loans, determined as of the last day of the second, third and fourth preceding
months, less (ii) the Administrative Cost and Note Fee Rate with respect to the
Series 2002-1 Notes.
"Non-Payment Rate" shall mean the lesser of (i) One-Month LIBOR plus 1.5%,
and (ii) 18%.
"Note Registrar" shall mean, with respect to the Series 2002-1 Notes, the
Trustee.
"Notice of Fee Rate Change" shall mean a notice of a change in the Auction
Agent Fee Rate or the Broker-Dealer Fee Rate substantially in the form of
Exhibit E to the Auction Agent Agreement.
"One-Month LIBOR" shall mean, with respect to a series of Series 2002-1
Notes, the rate of interest per annum equal to the rate per annum at which
United States dollar deposits having a maturity of one month are offered to
prime banks in the London interbank market which appear on the Reuters Screen
LIBOR Page as of approximately 11:00 a.m., London time, on the applicable
Interest Rate Determination Date. If at least two such quotations appear,
One-Month LIBOR will be the arithmetic mean (rounded upwards, if necessary, to
the nearest .01%) of such offered rates. If fewer than two such quotes appear,
One-Month LIBOR will be determined at approximately 11:00 a.m., London time, on
the applicable Interest Rate Determination Date on the basis of the rate at
which deposits in United States dollars having a maturity of one month are
offered to prime banks in the London interbank market by four major banks in the
London interbank market selected by (i) the Auction Agent after consultation
with the Trustee or (ii) the Trustee, as applicable, and in a principal amount
of not less than U.S. $1,000,000 and that is representative for a single
transaction in such market at such time. The Auction Agent or the Trustee, as
applicable, will request the principal London office of each such bank to
provide a quotation of its rate. If at least two quotations are provided,
One-Month LIBOR will be the arithmetic mean (rounded upwards, if necessary, to
the nearest .01%) of such offered rates. If fewer than two quotations are
provided, One-Month LIBOR will be the arithmetic mean (rounded upwards, if
necessary, to the nearest .01%) of the rates quoted at approximately 11:00 a.m.,
New York City time, on the applicable Interest Rate Determination Date by three
major banks in New York, New York, selected by (x) the Auction Agent after
consultation with
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the Trustee or (y) the Trustee, as applicable, for loans in United States
dollars to leading European banks having a maturity of one month and in a
principal amount equal to an amount of not less than U.S. $1,000,000 and that is
representative for a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid are not quoting as mentioned in
this sentence, One-Month LIBOR will be the One-Month LIBOR in effect for the
immediately preceding Interest Period.
"Order" shall have the meaning ascribed to such term in Section 4(a)(i)
hereof.
"Original Indenture" shall mean the Indenture of Trust, dated as of
December 1, 1999, between the Corporation and the Trustee, as originally
executed.
"Participant" shall mean a member of, or participant in, the Securities
Depository.
"Payment Default" shall mean, with respect to a series of Series 2002-1
Notes, (i) a default in the due and punctual payment of any installment of
interest on such series, or (ii) a default in the due and punctual payment of
any interest on and principal of such series at Maturity.
"Paying Agent" shall mean, with respect to the Series 2002-1 Notes, the
Trustee and its successor or successors or any other commercial bank designated
in accordance herewith as a place at which principal of, premium, if any, or
interest on the Series 2002-1 Notes is payable.
"Potential Holder" shall mean any Person (including an Existing Holder that
is (i) a Broker-Dealer when dealing with the Auction Agent and (ii) a potential
beneficial owner when dealing with a Broker-Dealer) who may be interested in
acquiring Series 2002-1 Notes (or, in the case of an Existing Holder thereof, an
additional principal amount of Series 2002-1 Notes).
"Regular Record Date" shall mean with respect to any regularly scheduled
Interest Payment Date occurring with respect to a series of Series 2002-1 Notes,
the last Business Day preceding such Interest Payment Date.
"Reuters Screen LIBOR Page" shall mean the display designated as page
"LIBOR" on the Reuters Monitor Money Rates Service (or such other page as may
replace the LIBOR page for the purposes of displaying London interbank offered
rates of major banks).
"Second Supplemental Indenture" shall mean the Second Supplemental
Indenture of Trust, dated as of December 1, 2000, as amended or supplemented in
accordance with the terms thereof and of the Indenture.
"Securities Depository" shall mean The Depository Trust Company, New York,
New York, and its successors and assigns, or, if (i) the then-existing
Securities Depository resigns from its functions as depository of the Series
2002-1 Notes or (ii) the Corporation discontinues use of the Securities
Depository pursuant to Section 17(c) hereof, then any other securities
depository which agrees to follow the procedures required to be followed by a
securities depository in connection with the Series 2002-1 Notes and which is
selected by the Corporation with the consent of the Trustee.
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"Sell Order" shall have the meaning ascribed to such term in Section
4(a)(i) hereof.
"Series 1999-1 Notes" shall mean the Series 1999-1A Notes, the Series
1999-1B Notes and the Series 1999-1C Notes.
"Series 1999-1A Notes" shall mean the Notes created and issued under the
First Supplemental Indenture in the original principal amount of $78,000,000 and
designated as the "Student Loan Asset-Backed Notes, Senior Series 1999-1A."
"Series 1999-1B Notes" shall mean the Notes created and issued under the
First Supplemental Indenture in the original principal amount of $39,000,000 and
designated as the "Student Loan Asset-Backed Notes, Senior Series 1999-1B."
"Series 1999-1C Notes" shall mean the Notes created and issued under the
First Supplemental Indenture in the original principal amount of $9,300,000 and
designated as the "Student Loan Asset-Backed Notes, Subordinate Series 1999-1C."
"Series 2000-1 Notes" shall mean the Series 2000-1A Notes, the Series
2000-1B Notes and the Series 2000-1C Notes.
"Series 2000-1A Notes" shall mean the Notes created and issued under the
Second Supplemental Indenture in the original principal amount of $54,100,000
and designated as the "Student Loan Asset-Backed Notes, Senior Series 2000-1A."
"Series 2000-1B Notes" shall mean the Notes created and issued under the
Second Supplemental Indenture in the original principal amount of $54,100,000
and designated as the "Student Loan Asset-Backed Notes, Senior Series 2000-1B."
"Series 2000-1C Notes" shall mean the Notes created and issued under the
Second Supplemental Indenture in the original principal amount of $22,000,000
and designated as the "Student Loan Asset-Backed Notes, Subordinate Series
2000-1C."
"Series 2001-1 Notes" shall mean the Series 2001-1A Notes, the Series
2001-1B Notes and the Series 2001-1C Notes.
"Series 2001-1A Notes" shall mean the Notes created and issued under the
Second Supplemental Indenture in the original principal amount of $79,000,000
and designated as the "Student Loan Asset-Backed Notes, Senior Series 2001-1A."
"Series 2001-1B Notes" shall mean the Notes created and issued under the
Second Supplemental Indenture in the original principal amount of $79,000,000
and designated as the "Student Loan Asset-Backed Notes, Senior Series 2001-1B."
"Series 2001-1C Notes" shall mean the Notes created and issued under the
Second Supplemental Indenture in the original principal amount of $23,800,000
and designated as the "Student Loan Asset-Backed Notes, Subordinate Series
2001-1C."
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"Series 2002-1 Cost of Issuance Account" shall mean the Account by that
name created in the Administration Fund pursuant to Section 18 of this Fourth
Supplemental Indenture.
"Series 2002-1 Notes" shall mean the Series 2002-1A Notes, the Series
2002-1B Notes and the Series 2002-1C Notes.
"Series 2002-1 Note Auction Rate" shall mean the rate of interest per annum
borne by a series of the Series 2002-1 Notes for each Auction Period and
determined in accordance with the provisions of Sections 4 through 12 hereof;
provided, however, that in the event of a Payment Default, the Series 2002-1
Note Auction Rate shall equal the Non-Payment Rate; and provided, further, that
such Series 2002-1 Note Auction Rate shall in no event exceed the Series 2002-1
Note Auction Rate Limitation.
"Series 2002-1 Note Auction Rate Limitation" shall mean a rate per annum
equal to 18% or, if less than such rate, the highest rate the Corporation may
legally pay, from time to time, as interest on the Series 2002-1 Notes.
"Series 2002-1 Note Initial Interest Rate" shall mean 1.88% for the Series
2002-1A Notes, 1.88% for the Series 2002-1B Notes and 2.05% for the Series
2002-1C Notes.
"Series 2002-1 Note Interest Rate" shall mean the rate of interest per
annum borne by a series of Series 2002-1 Notes, as of the time referred to,
including, without limitation, the Series 2002-1 Note Initial Interest Rate and
the Series 2002-1 Note Auction Rate.
"Series 2002-1 Senior Notes" shall mean the Series 2002-1A Notes and the
Series 2002-1B Notes.
"Series 2002-1 Transfer Agreement" shall mean the Transfer Agreement, dated
as of September 1, 2002, among the Corporation, the Trustee, GOAL Funding and
the trustee for GOAL Funding, as from time to time amended or supplemented.
"Series 2002-1A Notes" shall mean the Notes created and to be issued under
this Fourth Supplemental Indenture in the original principal amount of
$82,700,000 and designated as the "Student Loan Asset-Backed Notes, Senior
Series 2002-1A."
"Series 2002-1B Notes" shall mean the Notes created and to be issued under
this Fourth Supplemental Indenture in the original principal amount of
$82,700,000 and designated as the "Student Loan Asset-Backed Notes, Senior
Series 2002-1B."
"Series 2002-1C Notes" shall mean the Notes created and to be issued under
this Fourth Supplemental Indenture in the original principal amount of
$24,500,000 and designated as the "Student Loan Asset-Backed Notes, Subordinate
Series 2002-1C."
"Special Redemption and Prepayment Account Requirement" shall mean an
amount, as of any Monthly Payment Date, with respect to the Series 2002-1 Notes,
equal to $0.00.
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"Submission Deadline" shall mean 12:30 p.m., New York City time, on any
Auction Date or such other time on any Auction Date by which Broker-Dealers are
required to submit Orders to the Auction Agent as specified by the Auction Agent
from time to time.
"Submitted Bid" shall have the meaning ascribed to such term in Section
4(c)(i) hereof.
"Submitted Hold Order" shall have the meaning ascribed to such term in
Section 4(c)(i) hereof.
"Submitted Order" shall have the meaning ascribed to such term in
Section 4(c)(i) hereof.
"Submitted Sell Order" shall have the meaning ascribed to such term in
Section 4(c)(i) hereof.
"Substitute Auction Agent" shall mean the Person with whom the Trustee
enters into a Substitute Auction Agent Agreement.
"Substitute Auction Agent Agreement" shall mean an auction agent
agreement containing terms substantially similar to the terms of the Initial
Auction Agent Agreement, whereby a Person having the qualifications required by
Section 8 of this Fourth Supplemental Indenture agrees with the Trustee and the
Corporation to perform the duties of the Auction Agent under this Fourth
Supplemental Indenture.
"Sufficient Bids" shall have the meaning ascribed to such term in
Section 4(c)(i) hereof.
"Third Supplemental Indenture" shall mean the Third Supplemental
Indenture of Trust, dated as of July 1, 2001, as amended or supplemented in
accordance with the terms thereof and of the Indenture.
"Three-Month LIBOR" shall mean, with respect to a series of Series
2002-1 Notes, the rate of interest per annum equal to the rate per annum at
which United States dollar deposits having a maturity of three months are
offered to prime banks in the London interbank market which appear on the
Reuters Screen LIBOR Page as of approximately 11:00 a.m., London time, on the
applicable Interest Rate Determination Date. If at least two such quotations
appear, Three-Month LIBOR will be the arithmetic mean (rounded upwards, if
necessary, to the nearest .01%) of such offered rates. If fewer than two such
quotes appear, Three-Month LIBOR will be determined at approximately 11:00 a.m.,
London time, on the applicable Interest Rate Determination Date on the basis of
the rate at which deposits in United States dollars having a maturity of three
months are offered to prime banks in the London interbank market by four major
banks in the London interbank market selected by (i) the Auction Agent after
consultation with the Trustee or (ii) the Trustee, as applicable, and in a
principal amount of not less than U.S. $1,000,000 and that is representative for
a single transaction in such market at such time. The Auction Agent or the
Trustee, as applicable, will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two quotations are
provided, Three-Month LIBOR will be the arithmetic mean (rounded upwards, if
necessary, to the nearest .01%) of such offered rates. If fewer than two
quotations are provided, Three-Month LIBOR will be the arithmetic mean (rounded
upwards, if necessary, to the nearest .01%) of the rates quoted at approximately
11:00 a.m., New York City time on the applicable Interest Rate Determination
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Date by three major banks in New York, New York, selected by (x) the Auction
Agent after consultation with the Trustee or (y) the Trustee, as applicable, for
loans in United States dollars to leading European banks having a maturity of
three months and in a principal amount equal to an amount of not less than U.S.
$1,000,000 and that is representative for a single transaction in such market at
such time; provided, however, that if the banks selected as aforesaid are not
quoting as mentioned in this sentence, Three-Month LIBOR will be the Three-Month
LIBOR in effect for the immediately preceding Interest Period.
Section 2. Authorization and Terms of Series 2002-1 Notes. There is hereby
created and there shall be (1) a series of Class A Notes entitled "Student Loan
Asset-Backed Notes, Senior Series 2002-1A," (2) a series of Class A Notes
entitled "Student Loan Asset-Backed Notes, Senior Series 2002-1B," and (3) a
series of Class B Notes entitled "Student Loan Asset-Backed Notes, Subordinate
Series 2002-1C." The aggregate principal amount of the Series 2002-1A Notes that
may be authenticated and delivered and Outstanding under the Indenture is
limited to and shall not exceed $82,700,000. The aggregate principal amount of
the Series 2002-1B Notes that may be authenticated and delivered and Outstanding
under the Indenture is limited to and shall not exceed $82,700,000. The
aggregate principal amount of the Series 2002-1C Notes that may be authenticated
and delivered and Outstanding under the Indenture is limited to and shall not
exceed $24,500,000.
The Series 2002-1A Notes shall consist of Term Notes with a Stated Maturity
on December 1, 2035.
The Series 2002-1B Notes shall consist of Term Notes with a Stated Maturity
on December 1, 2035.
The Series 2002-1C Notes shall consist of Term Notes with a Stated Maturity
on December 1, 2035.
Each series of Series 2002-1 Notes shall bear interest at a rate per annum
equal to the applicable Series 2002-1 Note Interest Rate (which, after the
Initial Interest Period, shall be the Series 2002-1 Note Auction Rate), and at
the same rate per annum (to the extent that the payment of such interest shall
be legally enforceable) on overdue installments of interest.
The Series 2002-1 Notes shall be issued as fully registered Notes without
coupons in Authorized Denominations.
The Series 2002-1 Notes shall be dated as provided in Section 3.9 of the
Indenture and shall bear interest from their date until payment of principal has
been made or duly provided for. The date of original issue of the Series 2002-1
Notes shall be the Closing Date. The Series 2002-1 Notes of each series shall be
numbered in such manner as the Note Registrar shall determine.
Interest on each series of Series 2002-1 Notes shall be computed on the
basis of actual days elapsed and accrue daily from the date thereof (on the
basis of a 360-day year), and shall be payable on each regularly scheduled
Interest Payment Date with respect to such series prior to the Maturity thereof
and at the Maturity thereof. The interest payable on each Interest Payment Date
for each series of the Series 2002-1 Notes shall be that interest which has
accrued through the last day of the last complete Interest Period immediately
preceding the Interest Payment Date
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or, in the case of the Maturity of such series, the last day preceding the date
of such Maturity. The applicable Series 2002-1 Note Interest Rate shall be
effective as of and on the first day (whether or not a Business Day) of the
applicable Interest Period and be in effect thereafter through the end of such
Interest Period.
The principal of and premium, if any, on the Series 2002-1 Notes,
together with interest payable on the Series 2002-1 Notes at the Maturity
thereof if the date of such Maturity is not a regularly scheduled Interest
Payment Date, shall be payable in lawful money of the United States of America
upon, except as otherwise provided in Section 17 hereof, presentation and
surrender of such Series 2002-1 Notes at the Principal Office of the Trustee, as
Paying Agent with respect to the Series 2002-1 Notes, or a duly appointed
successor Paying Agent. Interest on the Series 2002-1 Notes shall be payable on
each regularly scheduled Interest Payment Date, except as otherwise provided in
Section 17 hereof, by check or draft drawn upon the Paying Agent and mailed to
the person who is the Holder thereof as of 5:00 p.m. in the city in which the
Principal Office of the Note Registrar is located on the Regular Record Date for
such Interest Payment Date at the address of such Holder as it appears on the
Note Register, or, in the case of any Series 2002-1 Note the Holder of which is
the Holder of Series 2002-1 Notes in the aggregate principal amount of
$1,000,000 or more, at the direction of such Holder received by the Paying Agent
by 5:00 p.m. in the city in which the Principal Office of the Paying Agent is
located on the last Business Day preceding the applicable Regular Record Date,
by electronic transfer by the Paying Agent in immediately available funds to an
account designated by such Holder. Any interest not so timely paid or duly
provided for (herein referred to as "Defaulted Interest") shall cease to be
payable to the person who is the Holder thereof at the close of business on the
Regular Record Date and shall be payable to the person who is the Holder thereof
at the close of business on a Special Record Date for the payment of any such
Defaulted Interest. Such Special Record Date shall be fixed by the Trustee
whenever moneys become available for payment of the Defaulted Interest, and
notice of the Special Record Date shall be given to the Holders of the Series
2002-1 Notes not less than ten (10) days prior thereto by first-class mail to
each such Holder as shown on the Note Register on a date selected by the
Trustee, stating the date of the Special Record Date and the date fixed for the
payment of such Defaulted Interest. All payments of principal of and interest on
the Series 2002-1 Notes shall be made in lawful money of the United States of
America.
The Series 2002-1 Notes are subject to redemption prior to their Stated
Maturities upon the terms and conditions and at the Redemption Prices specified
in Section 16 hereof.
Subject to the provisions of the Indenture, the Series 2002-1 Senior
Notes shall be in substantially the form set forth in Exhibit A hereto, with
such variations, omissions and insertions as may be required by the
circumstances, be required or permitted by the Indenture, or be consistent with
the Indenture and necessary or appropriate to conform to the rules and
requirements of any governmental authority or any usage or requirement of law
with respect thereto.
Subject to the provisions of the Indenture, the Series 2002-1C Notes
shall be in substantially the form set forth in Exhibit B hereto, with such
variations, omissions and insertions as may be required by the circumstances, be
required or permitted by the Indenture, or be consistent with the Indenture and
necessary or appropriate to conform to the rules and
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requirements of any governmental authority or any usage or requirement of law
with respect thereto.
Section 3. Interest Payable on Series 2002-1 Notes. The Initial Interest
Rate Adjustment Dates for each series of Series 2002-1 Notes shall be (i) with
respect to the Series 2002-1A Notes, October 18, 2002, and (ii) with respect to
the Series 2002-1B Notes and the Series 2002-1C Notes, October 25, 2002.
During the Initial Interest Period, each series of Series 2002-1 Notes
shall bear interest at the Series 2002-1 Note Initial Interest Rate for such
series. Thereafter, except with respect to an Auction Period Adjustment, the
Series 2002-1 Notes shall bear interest at a Series 2002-1 Note Auction Rate
based on a 28-day Auction Period, as determined pursuant to this Section 3 and
Sections 4 through 12 hereof.
The Series 2002-1 Note Auction Rate to be borne by each series of Series
2002-1 Notes after such Initial Interest Period for each Auction Period until an
Auction Period Adjustment, if any, shall be determined as hereinbelow described.
Each such Auction Period shall commence on and include the Thursday (or, if such
Thursday is not a Business Day, the next succeeding Business Day) following the
expiration of the immediately preceding Auction Period and terminate on and
include the last day immediately preceding the Thursday (or, if such Thursday is
not a Business Day, the next succeeding Business Day) of the fourth following
week; provided, however, that in the case of the Auction Period that immediately
follows the Initial Interest Period for a series of Series 2002-1 Notes, such
Auction Period shall commence on the Initial Interest Rate Adjustment Date for
such series. The Series 2002-1 Note Auction Rate on each series of Series 2002-1
Notes for each Auction Period shall be the lesser of (i) the Net Loan Rate in
effect for such Auction Period, and (ii) the Auction Rate in effect for such
Auction Period as determined in accordance with Section 4 hereof; provided that
if, on any Interest Rate Determination Date, an Auction is not held for any
reason, then the Series 2002-1 Note Auction Rate on such series for the next
succeeding Auction Period shall equal the lesser of (a) the Maximum Auction Rate
and (b) the Net Loan Rate.
Notwithstanding the foregoing:
(a) if the ownership of a series of Series 2002-1 Notes is no longer
maintained in Book-Entry Form, the Series 2002-1 Note Auction Rate on such
series for any Interest Period commencing after the delivery of definitive
notes representing such series pursuant to Section 17 hereof shall equal
the lesser of (i) the Maximum Auction Rate and (ii) the Net Loan Rate on
the Business Day immediately preceding the first day of such subsequent
Interest Period; or
(b) if a Payment Default shall have occurred with respect to a series
of Series 2002-1 Notes, the Series 2002-1 Note Auction Rate on such series
for the Interest Period commencing on or immediately after such Payment
Default, and for each Interest Period thereafter, to and including the
Interest Period, if any, during which, or commencing less than two (2)
Business Days after, such Payment Default is cured, shall equal the
Non-Payment Rate on the first day of each such Interest Period.
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In accordance with Section 4(c)(iii) hereof, the Auction Agent shall
promptly give written notice to the Trustee and the Corporation of each Series
2002-1 Note Auction Rate (unless the Series 2002-1 Note Auction Rate is the
Non-Payment Rate or the ownership of such series is no longer maintained in
Book-Entry Form) and either the Auction Rate or the Net Loan Rate, as the case
may be, when such rate is not the Series 2002-1 Note Auction Rate, applicable to
each series of Series 2002-1 Notes. The Trustee shall notify the Holders of
Series 2002-1 Notes of the Series 2002-1 Note Auction Rate applicable to each
such series for each Auction Period on the second Business Day of such Auction
Period.
In the event that the last Business Day immediately preceding what would
otherwise be the commencement date of an Auction Period for a series of Series
2002-1 Notes is more than five days prior to such date, the Interest Rate
Determination Date and commencement date for such Auction Period, as well as the
expiration date for the preceding Auction Period, may be adjusted to fall on
such dates as the Market Agent, with the consent of the Corporation, may
determine to be appropriate under such circumstances. The Market Agent shall
promptly notify the Trustee and the Auction Agent in writing of any such
determination. The Trustee, upon receipt of such notice, shall immediately give
written notification of such determination to the Holders of such series of
Series 2002-1 Notes.
Notwithstanding any other provision of the Series 2002-1 Notes or this
Fourth Supplemental Indenture, and except for the occurrence of a Payment
Default, interest payable on each series of the Series 2002-1 Notes for an
Auction Period shall never exceed for such Auction Period the amount of interest
payable at the Net Loan Rate (subject to the Series 2002-1 Note Auction Rate
Limitation) in effect for such Auction Period.
If the Auction Rate for a series of Series 2002-1 Notes is greater than the
Net Loan Rate, then the Series 2002-1 Note Auction Rate applicable to such
series for that Interest Period will be the Net Loan Rate. If the Series 2002-1
Note Auction Rate for a series of Series 2002-1 Notes for any Interest Period is
the Net Loan Rate, the Trustee shall determine the Carry-Over Amount, if any,
with respect to such series for such Interest Period. Such determination of the
Carry-Over Amount shall be made separately for each series of Series 2002-1
Notes. Each Carry-Over Amount shall bear interest calculated at a rate equal to
One-Month LIBOR (as determined by the Auction Agent, provided the Trustee has
received notice of One-Month LIBOR from the Auction Agent, and, if the Trustee
shall not have received such notice from the Auction Agent, then as determined
by the Trustee) from the Interest Payment Date for the Interest Period with
respect to which such Carry-Over Amount was calculated, until paid. Any payment
in respect of Carry-Over Amount shall be applied, first, to any accrued interest
payable thereon and, thereafter, in reduction of such Carry-Over Amount. For
purposes of this Fourth Supplemental Indenture, the Indenture and the Series
2002-1 Notes, any reference to "principal" or "interest" herein and therein
shall not include, within the meaning of such words, Carry-Over Amount or any
interest accrued on any such Carry-Over Amount. Such Carry-Over Amount shall be
separately calculated for each Series 2002-1 Note of such series by the Trustee
during such Interest Period in sufficient time for the Trustee to give notice to
each Holder of such Carry-Over Amount as required in the next succeeding
sentence. On the Interest Payment Date for an Interest Period with respect to
which such Carry-Over Amount has been calculated by the Trustee, the Trustee
shall give written notice to each Holder of the Carry-Over Amount applicable to
such Holder's Series 2002-1 Note, which written notice may accompany the payment
of interest by check made
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to each such Holder on such Interest Payment Date or otherwise shall be mailed
on such Interest Payment Date by first-class mail, postage prepaid, to each such
Holder at such Holder's address as it appears on the registration books
maintained by the Note Registrar. Such notice shall state, in addition to such
Carry-Over Amount, that, unless and until a Series 2002-1 Note has been redeemed
or has been deemed no longer Outstanding under the Indenture (after which all
accrued Carry-Over Amount with respect to such Series 2002-1 Note (and all
accrued interest thereon) that remains unpaid shall be cancelled and no
Carry-Over Amount (or interest accrued thereon) shall be paid with respect to
such Series 2002-1 Note), (i) the Carry-Over Amount (and interest accrued
thereon) shall be paid by the Trustee on such Series 2002-1 Note on the first
occurring Interest Payment Date for a subsequent Interest Period if and to the
extent that (l) the Eligible Carry-Over Make-Up Amount with respect to such
Interest Period is greater than zero, and (2) moneys are available pursuant to
the terms of this Fourth Supplemental Indenture to pay such Carry-Over Amount
(and interest accrued thereon), and (ii) interest shall accrue on the Carry-Over
Amount at a per annum rate equal to One-Month LIBOR until such Carry-Over Amount
is paid in full or is cancelled.
The Carry-Over Amount (and interest accrued thereon) for a series of Series
2002-1 Notes shall be paid by the Trustee on Outstanding Series 2002-1 Notes of
such series on the first occurring Interest Payment Date for a subsequent
Interest Period if and to the extent that (i) the Eligible Carry-Over Make-Up
Amount with respect to such Interest Period is greater than zero, and (ii)
moneys in the Surplus Account are available on such Interest Payment Date for
transfer to the Interest Account for such purpose in accordance with the second
paragraph of Section 4.8 of the Indenture, after taking into account all other
amounts payable from the Surplus Fund in accordance with such paragraph on such
Interest Payment Date. Any Carry-Over Amount (and any interest accrued thereon)
with respect to any Series 2002-1 Note which is unpaid as of an Interest Payment
Date, which Series 2002-1 Note is to be redeemed or deemed no longer Outstanding
under this Fourth Supplemental Indenture on such Interest Payment Date, shall be
paid to the Holder thereof on such Interest Payment Date to the extent that
moneys are available therefor in accordance with the provisions of the preceding
clause (ii); provided, however, that any Carry-Over Amount (and any interest
accrued thereon) which is not so paid on such Interest Payment Date shall be
cancelled with respect to such Series 2002-1 Note on such Interest Payment Date
and shall not be paid on any succeeding Interest Payment Date. To the extent
that any portion of the Carry-Over Amount (and any interest accrued thereon)
remains unpaid after payment of a portion thereof, such unpaid portion shall be
paid in whole or in part as required hereunder until fully paid by the Trustee
on the next occurring Interest Payment Date or Dates, as necessary, for a
subsequent Interest Period or Periods, if and to the extent that the conditions
in the first sentence of this paragraph are satisfied. On any Interest Payment
Date on which the Trustee pays less than all of the Carry-Over Amount (and any
interest accrued thereon) with respect to a Series 2002-1 Note, the Trustee
shall give written notice in the manner set forth in the immediately preceding
paragraph to the Holder of such Series 2002-1 Note of the Carry-Over Amount
remaining unpaid on such Series 2002-1 Note.
The Interest Payment Date on which any Carry-Over Amount (or any interest
accrued thereon) for a series of Series 2002-1 Notes shall be paid shall be
determined by the Trustee in accordance with the provisions of the immediately
preceding paragraph, and the Trustee shall make payment of the Carry-Over Amount
(and any interest accrued thereon) in the same manner
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as, and from the same Account from which, it pays interest on the Series 2002-1
Notes on an Interest Payment Date.
In the event that the Auction Agent no longer determines, or fails to
determine, when required, the Series 2002-1 Note Auction Rate with respect to a
series of Series 2002-1 Notes, or, if for any reason, such manner of
determination shall be held to be invalid or unenforceable, the Series 2002-1
Note Auction Rate for the next succeeding Interest Period (which Interest Period
shall be an Auction Period for such series of Series 2002-1 Notes) shall be the
Net Loan Rate. The Net Loan Rate with respect to each Interest Rate
Determination Date shall be determined and communicated to the Auction Agent and
the Trustee in accordance with Section 6 hereof.
Section 5. Determining the Series 2002-1 Note Auction Rate. By purchasing
Series 2002-1 Notes, whether in an Auction or otherwise, each purchaser of the
Series 2002-1 Notes, or its Broker-Dealer, must agree and shall be deemed by
such purchase to have agreed (i) to participate in Auctions on the terms
described herein, (ii) to have its beneficial ownership of the Series 2002-1
Notes maintained at all times in Book-Entry Form for the account of its
Participant, which in turn will maintain records of such beneficial ownership,
and (iii) to authorize such Participant to disclose to the Auction Agent such
information with respect to such beneficial ownership as the Auction Agent may
request.
So long as the ownership of a series of Series 2002-1 Notes is maintained
in Book-Entry Form by the Securities Depository, an Existing Holder may sell,
transfer or otherwise dispose of Series 2002-1 Notes of such series only
pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer
or dispose of Series 2002-1 Notes through a Broker-Dealer, provided that, in the
case of all transfers other than pursuant to Auctions, such Existing Holder, its
Broker-Dealer or its Participant advises the Auction Agent of such transfer.
Auctions shall be conducted on each Auction Date, if there is an Auction Agent
on such Auction Date, in the following manner (such procedures to be applicable
separately to each series of the Series 2002-1 Notes):
(a) (i) Prior to the Submission Deadline on each Auction Date;
(A) each Existing Holder of Series 2002-1 Notes may submit to a
Broker-Dealer by telephone or otherwise any information as to:
(1) the principal amount of Outstanding Series 2002-1 Notes, if
any, owned by such Existing Holder which such Existing Holder desires
to continue to own without regard to the Auction Rate for the next
succeeding Auction Period;
(2) the principal amount of Outstanding Series 2002-1 Notes, if
any, which such Existing Holder offers to sell if the Auction Rate for
the next succeeding Auction Period shall be less than the rate per
annum specified by such Existing Holder; and/or
(3) the principal amount of Outstanding Series 2002-1 Notes, if
any, owned by such Existing Holder which such Existing Holder offers
to sell without regard to the Auction Rate for the next succeeding
Auction Period; and
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(B) one or more Broker-Dealers may contact Potential Holders to determine
the principal amount of Series 2002-1 Notes which each Potential Holder offers
to purchase, if the Auction Rate for the next succeeding Auction Period shall
not be less than the rate per annum specified by such Potential Holder.
The statement of an Existing Holder or a Potential Holder referred to in
(A) or (B) of this paragraph (i) is herein referred to as an "Order," and each
Existing Holder and each Potential Holder placing an Order is herein referred to
as a "Bidder"; an Order described in clause (A)(1) is herein referred to as a
"Hold Order"; an Order described in clauses (A)(2) and (B) is herein referred to
as a "Bid"; and an Order described in clause (A)(3) is herein referred to as a
"Sell Order."
(ii) (A) Subject to the provisions of Section 4(b) hereof, a Bid by an
Existing Holder shall constitute an irrevocable offer to sell:
(1) the principal amount of Outstanding Series 2002-1 Notes
specified in such Bid if the Auction Rate determined as provided in
this Section 4 shall be less than the rate specified therein; or
(2) such principal amount, or a lesser principal amount of
Outstanding Series 2002-1 Notes to be determined as set forth in
Section 4(d)(i)(D) hereof, if the Auction Rate determined as provided
in this Section 4 shall be equal to the rate specified therein; or
(3) such principal amount, or a lesser principal amount of
Outstanding Series 2002-1 Notes to be determined as set forth in
Section 4(d)(ii)(C) hereof, if the rate specified therein shall be
higher than the Maximum Auction Rate and Sufficient Bids have not been
made.
(B) Subject to the provisions of Section 4(b) hereof, a Sell Order by
an Existing Holder shall constitute an irrevocable offer to sell:
(1) the principal amount of Outstanding Series 2002-1 Notes
specified in such Sell Order; or
(2) such principal amount, or a lesser principal amount, of
Outstanding Series 2002-1 Notes set forth in Section 4(d)(ii)(C)
hereof, if Sufficient Bids have not been made.
(C) Subject to the provisions of Section 4(b) hereof, a Bid by a
Potential Holder shall constitute an irrevocable offer to purchase:
(1) the principal amount of Outstanding Series 2002-1 Notes
specified in such Bid if the Auction Rate determined as provided in
this Section 4 shall be higher than the rate specified in such Bid; or
(2) such principal amount, or a lesser principal amount of
Outstanding Series 2002-1 Notes set forth in Section 4(d)(i)(E)
hereof, if
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the Auction Rate determined as provided in this Section 4 shall be
equal to the rate specified in such Bid.
(b) (i) Each Broker-Dealer shall submit in writing to the Auction Agent
prior to the Submission Deadline on each Auction Date all Orders obtained by
such Broker-Dealer and shall specify with respect to each such Order:
(A) the name of the Bidder placing such Order;
(B) the aggregate principal amount of Series 2002-1 Notes that are
the subject of such Order;
(C) to the extent that such Bidder is an Existing Holder:
(1) the principal amount of Series 2002-1 Notes, if any, subject
to any Hold Order placed by such Existing Holder;
(2) the principal amount of Series 2002-1 Notes, if any, subject
to any Bid placed by such Existing Holder and the rate specified in
such Bid; and
(3) the principal amount of Series 2002-1 Notes, if any, subject
to any Sell Order placed by such Existing Holder; and
(D) to the extent such Bidder is a Potential Holder, the rate
specified in such Potential Holder's Bid.
(ii) If any rate specified in any Bid contains more than three figures to
the right of the decimal point, the Auction Agent shall round such rate up to
the next higher .001%.
(iii) If an Order or Orders covering all Outstanding Series 2002-1 Notes
owned by an Existing Holder is not submitted to the Auction Agent prior to the
Submission Deadline, the Auction Agent shall deem a Hold Order to have been
submitted on behalf of such Existing Holder covering the principal amount of
Outstanding Series 2002-1 Notes owned by such Existing Holder and not subject to
an Order submitted to the Auction Agent.
(iv) Neither the Corporation, the Trustee nor the Auction Agent shall be
responsible for any failure of a Broker-Dealer to submit an Order to the Auction
Agent on behalf of any Existing Holder or Potential Holder.
(v) If any Existing Holder submits through a Broker-Dealer to the Auction
Agent one or more Orders covering in the aggregate more than the principal
amount of Outstanding Series 2002-1 Notes owned by such Existing Holder, such
Orders shall be considered valid as follows and in the following order of
priority:
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(A) All Hold Orders shall be considered valid, but only up to the
aggregate principal amount of Outstanding Series 2002-1 Notes owned by such
Existing Holder, and if the aggregate principal amount of Series 2002-1 Notes
subject to such Hold Orders exceeds the aggregate principal amount of Series
2002-1 Notes owned by such Existing Holder, the aggregate principal amount of
Series 2002-1 Notes subject to each such Hold Order shall be reduced pro rata
so that the aggregate principal amount of Series 2002-1 Notes subject to such
Hold Order equals the aggregate principal amount of Outstanding Series 2002-1
Notes owned by such Existing Holder.
(B) (1) any Bid shall be considered valid up to an amount equal to
the excess of the principal amount of Outstanding Series 2002-1 Notes
owned by such Existing Holder over the aggregate principal amount of
Series 2002-1 Notes subject to any Hold Order referred to in clause
(A) of this paragraph (v);
(2) subject to subclause (1) of this clause (B), if more than
one Bid with the same rate is submitted on behalf of such Existing
Holder and the aggregate principal amount of Outstanding Series 2002-1
Notes subject to such Bids is greater than such excess, such Bids
shall be considered valid up to an amount equal to such excess;
(3) subject to subclauses (1) and (2) of this clause (B), if
more than one Bid with different rates are submitted on behalf of such
Existing Holder, such Bids shall be considered valid first in the
ascending order of their respective rates until the highest rate is
reached at which such excess exists and then at such rate up to the
amount of such excess; and
(4) in any such event, the amount of Outstanding Series 2002-1
Notes, if any, subject to Bids not valid under this clause (B) shall
be treated as the subject of a Bid by a Potential Holder at the rate
therein specified; and
(C) All Sell Orders shall be considered valid up to an amount equal
to the excess of the principal amount of Outstanding Series 2002-1 Notes
owned by such Existing Holder over the aggregate principal amount of Series
2002-1 Notes subject to Hold Orders referred to in clause (A) of this
paragraph (v) and valid Bids referred to in clause (B) of this paragraph (v).
(vi) If more than one Bid for Series 2002-1 Notes is submitted on behalf of
any Potential Holder, each Bid submitted shall be a separate Bid with the rate
and principal amount therein specified.
(vii) An Existing Holder that offers to purchase additional Series 2002-1
Notes is, for purposes of such offer, treated as a Potential Holder.
(viii) Any Bid or Sell Order submitted by an Existing Holder covering an
aggregate principal amount of Series 2002-1 Notes not equal to an Authorized
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Denomination shall be rejected and shall be deemed a Hold Order. Any Bid
submitted by a Potential Holder covering an aggregate principal amount of Series
2002-1 Notes not equal to an Authorized Denomination shall be rejected.
(ix) Any Bid specifying a rate higher than the Maximum Auction Rate will
(a) be treated as a Sell Order if submitted by an Existing Holder and (b) not be
accepted if submitted by a Potential Holder.
(x) Any Order submitted in an Auction by a Broker-Dealer to the Auction
Agent prior to the Submission Deadline on any Auction Date shall be irrevocable.
(c) (i) Not earlier than the Submission Deadline on each Auction Date, the
Auction Agent shall assemble all valid Orders submitted or deemed submitted to
it by the Broker-Dealers (each such Order as submitted or deemed submitted by a
Broker-Dealer being herein referred to individually as a "Submitted Hold Order,"
a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a
"Submitted Order," and collectively as "Submitted Hold Orders," "Submitted Bids"
or "Submitted Sell Orders," as the case may be, or as "Submitted Orders") and
shall determine:
(A) the excess of the total principal amount of Outstanding Series
2002-1 Notes over the sum of the aggregate principal amount of Outstanding
Series 2002-1 Notes subject to Submitted Hold Orders (such excess being
herein referred to as the "Available Series 2002-1 Notes"), and
(B) from the Submitted Orders whether:
(1) the aggregate principal amount of Outstanding Series 2002-1
Notes subject to Submitted Bids by Potential Holders specifying one or
more rates equal to or lower than the Maximum Auction Rate;
exceeds or is equal to the sum of:
(2) the aggregate principal amount of Outstanding Series 2002-1
Notes subject to Submitted Bids by Existing Holders specifying one or
more rates higher than the Maximum Auction Rate; and
(3) the aggregate principal amount of Outstanding Series 2002-1
Notes subject to Submitted Sell Orders;
(in the event such excess or such equality exists, other than because
all of the Outstanding Series 2002-1 Notes are subject to Submitted
Hold Orders, such Submitted Bids described in subclause (1) above
shall be referred to collectively as "Sufficient Bids"); and
(C) if Sufficient Bids exist, the Bid Auction Rate, which shall be
the lowest rate specified in such Submitted Bids such that if:
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(1) (x) each such Submitted Bid from Existing Holders
specifying such lowest rate and (y) all other Submitted Bids from
Existing Holders specifying lower rates were rejected, thus
entitling such Existing Holders to continue to own the principal
amount of Series 2002-1 Notes subject to such Submitted Bids; and
(2) (x) each such Submitted Bid from Potential Holders
specifying such lowest rate and (y) all other Submitted Bids
from Potential Holders specifying lower rates were accepted;
the result would be that such Existing Holders described in
subclause (1) above would continue to own an aggregate principal
amount of Outstanding Series 2002-1 Notes which, when added to
the aggregate principal amount of Outstanding Series 2002-1
Notes to be purchased by such Potential Holders described in
subclause (2) above, would equal not less than the Available
Series 2002-1 Notes.
(ii) Promptly after the Auction Agent has made the determinations
pursuant to Section 4(c)(i) hereof, the Auction Agent shall advise the
Trustee, the Broker-Dealers and the Corporation of the Net Loan Rate, the
Maximum Auction Rate and the All Hold Rate and the components thereof on
the Auction Date and, based on such determinations, the Auction Rate for
the next succeeding Interest Period as follows:
(A) if Sufficient Bids exist, that the Auction Rate for the
next succeeding Interest Period shall be equal to the Bid Auction Rate
so determined;
(B) if Sufficient Bids do not exist (other than because all of
the Outstanding Series 2002-1 Notes are subject to Submitted Hold
Orders), that the Auction Rate for the next succeeding Interest Period
shall be equal to the Maximum Auction Rate; or
(C) if all Outstanding Series 2002-1 Notes are subject to
Submitted Hold Orders, that the Auction Rate for the next succeeding
Interest Period shall be equal to the All Hold Rate.
(iii) Promptly after the Auction Agent has determined the Auction
Rate, the Auction Agent shall determine and advise the Trustee of the
Series 2002-1 Note Auction Rate, which rate shall be the lesser of (a) the
Auction Rate and (b) the Net Loan Rate; provided, however, that in no event
shall the Series 2002-1 Note Auction Rate exceed the Series 2002-1 Note
Auction Rate Limitation.
(d) Existing Holders shall continue to own the principal amount of Series
2002-1 Notes that are subject to Submitted Hold Orders. If Sufficient Bids have
been received by the Auction Agent, the Bid Auction Rate will be the Auction
Rate, and Submitted Bids and Submitted Sell Orders will be accepted or rejected
and the Auction Agent will take such other action as described below in
subparagraph (i).
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If the Auction Agent has not received Sufficient Bids (other than because
all of the Outstanding Series 2002-1 Notes are subject to Submitted Hold
Orders), the Auction Rate will be the Maximum Auction Rate, and Submitted Orders
will be accepted or rejected and the Auction Agent will take such other action
as described below in subparagraph (ii).
(i) if Sufficient Bids have been made, all Submitted Sell Orders
shall be accepted and, subject to the provisions of paragraphs (iv) and (v)
of this Section 4(d), Submitted Bids shall be accepted or rejected as
follows in the following order of priority, and all other Submitted Bids
shall be rejected:
(A) Existing Holders' Submitted Bids specifying any rate that is
higher than the Bid Auction Rate shall be accepted, thus requiring
each such Existing Holder to sell the aggregate principal amount of
Series 2002-1 Notes subject to such Submitted Bids;
(B) Existing Holders' Submitted Bids specifying any rate that is
lower than the Bid Auction Rate shall be rejected, thus entitling each
such Existing Holder to continue to own the aggregate principal amount
of Series 2002-1 Notes subject to such Submitted Bids;
(C) Potential Holders' Submitted Bids specifying any rate that is
lower than the Bid Auction Rate shall be accepted;
(D) Each Existing Holders' Submitted Bid specifying a rate that
is equal to the Bid Auction Rate shall be rejected, thus entitling
such Existing Holder to continue to own the aggregate principal amount
of Series 2002-1 Notes subject to such Submitted Bid, unless the
aggregate principal amount of Outstanding Series 2002-1 Notes subject
to all such Submitted Bids shall be greater than the principal amount
of Series 2002-1 Notes (the "remaining principal amount") equal to the
excess of the Available Series 2002-1 Notes over the aggregate
principal amount of Series 2002-1 Notes subject to Submitted Bids
described in clauses (B) and (C) of this Section 4(d)(i), in which
event such Submitted Bid of such Existing Holder shall be rejected in
part, and such Existing Holder shall be entitled to continue to own
the principal amount of Series 2002-1 Notes subject to such Submitted
Bid, but only in an amount equal to the aggregate principal amount of
Series 2002-1 Notes obtained by multiplying the remaining principal
amount by a fraction, the numerator of which shall be the principal
amount of Outstanding Series 2002-1 Notes owned by such Existing
Holder subject to such Submitted Bid and the denominator of which
shall be the sum of the principal amount of Outstanding Series 2002-1
Notes subject to such Submitted Bids made by all such Existing Holders
that specified a rate equal to the Bid Auction Rate; and
(E) Each Potential Holder's Submitted Bid specifying a rate that
is equal to the Bid Auction Rate shall be accepted, but only in an
amount equal to the principal amount of Series 2002-1 Notes obtained
by multiplying the excess of the aggregate principal amount of
Available Series 2002-1 Notes over the
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aggregate principal amount of Series 2002-1 Notes subject to
Submitted Bids described in clauses (B), (C) and (D) of this
Section 4(d)(i) by a fraction the numerator of which shall be the
aggregate principal amount of Outstanding Series 2002-1 Notes
subject to such Submitted Bid and the denominator of which shall
be the sum of the principal amount of Outstanding Series 2002-1
Notes subject to Submitted Bids made by all such Potential
Holders that specified a rate equal to the Bid Auction Rate.
(ii) If Sufficient Bids have not been made (other than because
all of the Outstanding Series 2002-1 Notes are subject to Submitted
Hold Orders), subject to the provisions of Section 4(d)(iv) hereof,
Submitted Orders shall be accepted or rejected as follows in the
following order of priority and all other Submitted Bids shall be
rejected:
(A) Existing Holders' Submitted Bids specifying any rate
that is equal to or lower than the Maximum Auction Rate shall be
rejected, thus entitling such Existing Holders to continue to own
the aggregate principal amount of Series 2002-1 Notes subject to
such Submitted Bids;
(B) Potential Holders' Submitted Bids specifying (1) any
rate that is equal to or lower than the Maximum Auction Rate
shall be accepted and (2) any rate that is higher than the
Maximum Auction Rate shall be rejected; and
(C) each Existing Holder's Submitted Bid specifying any
rate that is higher than the Maximum Auction Rate and the
Submitted Sell Order of each Existing Holder shall be accepted,
thus entitling each Existing Holder that submitted any such
Submitted Bid or Submitted Sell Order to sell the Series 2002-1
Notes subject to such Submitted Bid or Submitted Sell Order, but
in both cases only in an amount equal to the aggregate principal
amount of Series 2002-1 Notes obtained by multiplying the
aggregate principal amount of Series 2002-1 Notes subject to
Submitted Bids described in clause (B)(1) of this Section
4(d)(ii) by a fraction the numerator of which shall be the
aggregate principal amount of Outstanding Series 2002-1 Notes
owned by such Existing Holder subject to such Submitted Bid or
Submitted Sell Order and the denominator of which shall be the
aggregate principal amount of Outstanding Series 2002-1 Notes
subject to all such Submitted Bids and Submitted Sell Orders.
(iii) If all Outstanding Series 2002-1 Notes are subject to
Submitted Hold Orders, all Submitted Bids shall be rejected.
(iv) If, as a result of the procedures described in paragraph
(i) or (ii) of this Section 4(d), any Existing Holder would be
entitled or required to sell, or any Potential Holder would be
entitled or required to purchase, a principal amount of Series 2002-1
Notes that is not equal to an Authorized Denomination, the Auction
Agent shall, in such manner as in its sole discretion it shall
determine, round up or down the principal amount of Series 2002-1
Notes to be purchased or sold by any Existing Holder or Potential
Holder so that the principal amount of Series 2002-1 Notes purchased
or sold by each Existing Holder or Potential Holder shall be equal to
an Authorized Denomination.
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(v) If, as a result of the procedures described in paragraph (i) of
this Section 4(d), any Potential Holder would be entitled or required to
purchase less than an Authorized Denomination of Series 2002-1 Notes, the
Auction Agent shall, in such manner as in its sole discretion it shall
determine, allocate Series 2002-1 Notes for purchase among Potential
Holders so that only Series 2002-1 Notes in Authorized Denominations are
purchased by any Potential Holder, even if such allocation results in one
or more of such Potential Holders not purchasing any Series 2002-1 Notes.
(e) Based on the result of each Auction, the Auction Agent shall determine
the aggregate principal amount of Series 2002-1 Notes to be purchased and the
aggregate principal amount of Series 2002-1 Notes to be sold by Potential
Holders and Existing Holders on whose behalf each Broker-Dealer submitted Bids
or Sell Orders and, with respect to each Broker-Dealer, to the extent that such
aggregate principal amount of Series 2002-1 Notes to be sold differs from such
aggregate principal amount of Series 2002-1 Notes to be purchased, determine to
which other Broker-Dealer or Broker-Dealers acting for one or more purchasers
such Broker-Dealer shall deliver, or from which other Broker-Dealer or
Broker-Dealers acting for one or more sellers such Broker-Dealer shall receive,
as the case may be, Series 2002-1 Notes.
(f) Any calculation by the Auction Agent, the Corporation or the Trustee,
as applicable, of the Series 2002-1 Note Auction Rate, One-Month LIBOR,
Three-Month LIBOR, Maximum Auction Rate, All Hold Rate and Non-Payment Rate, and
any calculation by or on behalf of the Corporation of the Net Loan Rate, shall,
in the absence of manifest error, be binding on all other parties.
(g) Notwithstanding anything in this Fourth Supplemental Indenture to the
contrary notwithstanding, no Auction will be held on any Auction Date hereunder
during the continuance of a Payment Default.
Section 5. Determination of Payment Defaults and Payment of Auction Agent
and Broker-Dealer Fees.
(a) The Trustee shall determine, not later than 2:00 p.m., New York
City time, on the Business Day next succeeding each Interest Payment Date
relating to a series of Series 2002-1 Notes, whether a Payment Default has
occurred with respect to such series. If a Payment Default has occurred,
the Trustee shall, not later than 2:15 p.m., New York City time, on such
Business Day, send a notice thereof in substantially the form of Exhibit C
attached hereto to the Auction Agent by telecopy or similar means and, if
such Payment Default is cured, the Trustee shall immediately send a notice
in substantially the form of Exhibit D attached hereto to the Auction Agent
by telecopy or similar means.
(b) Not later than 12:00 noon, New York City time, on each Interest
Payment Date relating to a series of Series 2002-1 Notes, the Corporation
shall pay to the Auction Agent, in immediately available funds out of
amounts available therefor in the Administration Fund, an amount equal to
the Auction Agent Fee and the Broker-Dealer Fee as calculated in accordance
with the Auction Agent Agreement. The Corporation shall, from time to time
at the request of the Auction Agent, reimburse the Auction Agent
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for its reasonable expenses as provided in the Auction Agent Agreement,
such expenses to be paid out of amounts available therefor in the
Administration Fund.
Section 6. Calculation of Maximum Auction Rate, All Hold Rate, Net Loan
Rate, One-Month LIBOR, Three-Month LIBOR and Non-Payment Rate. The Auction Agent
shall calculate the Maximum Auction Rate, the All Hold Rate and One-Month LIBOR
or Three-Month LIBOR, as the case may be, on each Auction Date and shall notify
the Trustee and the Broker-Dealers of the Maximum Auction Rate, the All Hold
Rate and One-Month LIBOR or Three-Month LIBOR, as the case may be, as provided
in the Auction Agent Agreement. If the ownership of the Series 2002-1 Notes is
no longer maintained in Book-Entry Form by the Securities Depository, the
Trustee shall calculate the Maximum Auction Rate on the Business Day immediately
preceding each Interest Payment Date after the delivery of definitive Series
2002-1 Notes pursuant to Section 17 hereof. If a Payment Default shall have
occurred, the Trustee shall calculate the Non-Payment Rate on the Interest Rate
Determination Date for (i) each Interest Period commencing after the occurrence
and during the continuance of such Payment Default and (ii) any Interest Period
commencing less than two Business Days after the cure of any Payment Default.
The Auction Agent shall determine One-Month LIBOR or Three-Month LIBOR, as
applicable, for each Interest Period other than the first Interest Period;
provided that if the ownership of the Series 2002-1 Notes is no longer
maintained in Book-Entry Form, or if a Payment Default has occurred, then the
Trustee shall determine One-Month LIBOR or Three-Month LIBOR, as applicable, for
each such Interest Period. The determination by the Trustee or the Auction
Agent, as the case may be, of One-Month LIBOR or Three-Month LIBOR, as
applicable, shall (in the absence of manifest error) be final and binding upon
all parties. If calculated or determined by the Auction Agent, the Auction Agent
shall promptly advise the Trustee of One-Month LIBOR or Three-Month LIBOR, as
applicable.
The Net Loan Rate with respect to each Interest Rate Determination Date
shall be determined by or on behalf of the Corporation and written notice
thereof given to the Auction Agent and the Trustee on or prior to the
twenty-fifth day (or, if such twenty-fifth day is not a Business Day, the next
succeeding Business Day) of the calendar month preceding such Interest Rate
Determination Date. If the Corporation shall fail or refuse to determine the Net
Loan Rate, the Net Loan Rate shall be the Net Loan Rate last determined and
communicated to the Auction Agent and the Trustee in accordance with this
paragraph. The determination by or on behalf of the Corporation of the Net Loan
Rate shall (in the absence of manifest error) be final and binding upon all
parties.
Section 7. Notification of Rates, Amounts and Payment Dates.
(a) By 10:00 a.m., New York City time, on each Regular Record Date with
respect to the Series 2002-1 Notes, the Trustee shall determine the aggregate
amounts of interest distributable on the next succeeding Interest Payment Date
to the beneficial owners of each series thereof.
(b) As soon as practicable prior to each Interest Payment Date with
respect to the Series 2002-1 Notes, the Trustee shall:
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(i) confirm with the Auction Agent, so long as no Payment Default
has occurred and is continuing and the ownership of each series of Series
2002-1 Notes is maintained in Book-Entry Form by the Securities Depository,
(1) the date of such next Interest Payment Date and (2) the amount payable
to the Auction Agent on such Interest Payment Date pursuant to Section 5(b)
hereof;
(ii) pursuant to Section 3 hereof, advise the Holders of each series
of Series 2002-1 Notes of any Carry-Over Amount accruing on such Series
2002-1 Notes; and
(iii) advise the Securities Depository, so long as the ownership of
each series of Series 2002-1 Notes is maintained in Book-Entry Form by the
Securities Depository, upon request, of the Series 2002-1 Note Interest
Rate payable on such series of Series 2002-1 Notes and the interest amount.
If any day scheduled to be an Interest Payment Date with respect to a
series of Series 2002-1 Notes shall be changed after the Trustee shall have
given the notice or confirmation referred to in clause (i) of the preceding
sentence, the Trustee shall, not later than 9:15 a.m., New York City time, on
the Business Day next preceding the earlier of the new Interest Payment Date or
the old Interest Payment Date, by such means as the Trustee deems practicable,
give notice of such change to the Auction Agent, so long as no Payment Default
has occurred and is continuing and the ownership of the Series 2002-1 Notes is
maintained in Book-Entry Form by the Securities Depository.
Section 8. Auction Agent.
(a) Deutsche Bank Trust Company Americas is hereby appointed as Initial
Auction Agent to serve as agent for the Corporation in connection with Auctions.
The Trustee and the Corporation will, and the Trustee is hereby directed to,
enter into the Initial Auction Agent Agreement with Deutsche Bank Trust Company
Americas, as the Initial Auction Agent. Any Substitute Auction Agent shall be
(i) a bank, national banking association or trust company duly organized under
the laws of the United States of America or any state or territory thereof
having its principal place of business in the Borough of Manhattan, New York, or
such other location as approved by the Trustee in writing and having a combined
capital stock or surplus of at least $50,000,000, or (ii) a member of the
National Association of Securities Dealers, Inc., having a capitalization of at
least $50,000,000, and, in either case, authorized by law to perform all the
duties imposed upon it hereunder and under the Auction Agent Agreement. The
Auction Agent may at any time resign and be discharged of the duties and
obligations created by this Fourth Supplemental Indenture by giving at least
ninety (90) days' notice to the Trustee, the Market Agent and the Corporation.
The Auction Agent may be removed at any time by the Trustee upon the written
direction of an Authorized Officer of the Corporation or the Holders of 66-2/3%
of the aggregate principal amount of the Series 2002-1 Senior Notes then
Outstanding (or, if no Series 2002-1 Senior Notes are then Outstanding, the
Holders of 66-2/3% of the aggregate principal amount of the Series 2002-1C Notes
then Outstanding), and, if by such Holders, by an instrument signed by such
Holders or their attorneys and filed with the Auction Agent, the Corporation and
the Trustee upon at least ninety (90) days' notice. Neither resignation nor
removal of the Auction Agent pursuant to the preceding two sentences shall be
effective unless and until a Substitute Auction Agent has been appointed and has
accepted such appointment.
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However, if a successor Auction Agent shall not have been appointed within sixty
(60) days from the date of a notice of resignation, the resigning Auction Agent
may petition any court of competent jurisdiction for the appointment of a
successor Auction Agent. If required by the Corporation, a Substitute Auction
Agent Agreement shall be entered into with a Substitute Auction Agent.
Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent
Agreement if, within twenty-five (25) days after notifying the Trustee, the
Market Agent and the Corporation in writing that it has not received payment of
any Auction Agent Fee due it in accordance with the terms of the Auction Agent
Agreement, the Auction Agent does not receive such payment.
(b) If the Auction Agent shall resign or be removed or be dissolved, or if
the property or affairs of the Auction Agent shall be taken under the control of
any state or federal court or administrative body because of bankruptcy or
insolvency, or for any other reason, the Trustee at the direction of an
Authorized Officer of the Corporation, shall use its best efforts to appoint a
Substitute Auction Agent.
(c) The Auction Agent is acting as agent for the Corporation in connection
with Auctions. In the absence of bad faith, negligent failure to act or
negligence on its part, the Auction Agent shall not be liable for any action
taken, suffered or omitted or any error of judgment made by it in the
performance of its duties under the Auction Agent Agreement and shall not be
liable for any error of judgment made in good faith unless the Auction Agent
shall have been negligent in ascertaining (or failing to ascertain) the
pertinent facts.
(d) In the event of a change in the Auction Agent Fee Rate pursuant to
Section 6.4(b) of the Auction Agent Agreement, the Auction Agent shall give a
Notice of Fee Rate Change to the Trustee in accordance with the Auction Agent
Agreement.
Section 9. Broker-Dealers.
(a) The Auction Agent will enter into a Broker-Dealer Agreement with
Xxxxxxx Xxxxx Xxxxxx Inc., as the sole initial Broker-Dealer with respect to the
Series 2002-1 Notes. An Authorized Officer of the Corporation may, from time to
time, approve one or more additional persons to serve as Broker-Dealers under
Broker-Dealer Agreements and shall be responsible for providing such
Broker-Dealer Agreements to the Trustee and the Auction Agent; provided,
however, that while Xxxxxxx Xxxxx Barney Inc. is serving as a Broker-Dealer with
respect to a series of the Series 2002-1 Notes, Xxxxxxx Xxxxx Xxxxxx Inc. shall
have the right to consent to the approval of any additional Broker-Dealers with
respect to such series, which consent will not be unreasonably withheld.
(b) Any Broker-Dealer may be removed at any time, at the request of an
Authorized Officer of the Corporation, but there shall, at all times, be at
least one Broker-Dealer appointed and acting as such.
Section 10. Changes in Auction Period or Periods.
(a) While any of the Series 2002-1 Notes are Outstanding, the Corporation
may, from time to time, convert the length of one or more Auction Periods (an
"Auction Period Adjustment"), in order to conform with then current market
practice with respect to similar
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securities or to accommodate economic and financial factors that may affect or
be relevant to the length of the Auction Period and the Series 2002-1 Note
Interest Rate borne by the Series 2002-1 Notes. The Corporation shall not
initiate an Auction Period Adjustment unless it shall have received, not less
than three (3) days nor more than twenty (20) days prior to the Auction Period
Adjustment, (i) the written consent of the Market Agent, which consent shall not
be unreasonably withheld and (ii) written confirmation from each of the Rating
Agencies then rating the Series 2002-1 Notes that such Auction Period Adjustment
will not adversely affect its ratings then applicable to any of the Series
2002-1 Notes. The Corporation shall initiate the Auction Period Adjustment by
giving written notice by Corporation Order to the Trustee, the Auction Agent,
the Market Agent and the Securities Depository in substantially the form of, or
containing substantially the information contained in, Exhibit E to this Fourth
Supplemental Indenture at least ten (10) days prior to the Auction Date for such
Auction Period.
(b) Any such adjusted Auction Period shall not be less than seven (7) days
nor more than ninety-one (91) days. If any such adjusted Auction Period will be
less than twenty-eight (28) days, the notice described above will be effective
only if it is accompanied by a written statement of the Trustee, the Auction
Agent and the Securities Depository to the effect that they are capable of
performing their duties, if any, under this Fourth Supplemental Indenture, the
Auction Agent Agreement and any Broker-Dealer Agreement with respect to such
changed Auction Period.
(c) An Auction Period Adjustment shall take effect only (A) if the Trustee
and the Auction Agent receive, by 11:00 a.m., New York City time, on the
Business Day before the Auction Date for the first such Auction Period, a
Corporation Certificate in substantially the form attached as, or containing
substantially the same information contained in, Exhibit F to this Fourth
Supplemental Indenture, authorizing the Auction Period Adjustment specified in
such certificate along with a copy of the consent of the Market Agent and the
Rating Agency confirmations described in subparagraph (a) above and, if
applicable, the written statement of the Trustee, the Auction Agent and the
Securities Depository described in subparagraph (b) above, and (B) Sufficient
Bids exist as of the Auction on the Auction Date for such first Auction Period.
If the condition referred to in (A) above is not met, the Series 2002-1 Note
Interest Rate for the next Auction Period shall be determined pursuant to the
provisions of Sections 4 through 9 hereof and the Auction Period shall be the
Auction Period determined without reference to the proposed change. If the
condition referred to in (A) is met but the condition referred in (B) above is
not met, the Series 2002-1 Note Auction Rate for the next Auction Period shall
be the lesser of the Maximum Auction Rate and the Net Loan Rate and the Auction
Period shall be the Auction Period determined without reference to the proposed
change.
In connection with any Auction Period Adjustment, the Auction Agent shall
provide such further notice to such parties as is specified in Section 2.5 of
the Auction Agent Agreement.
Section 11. Changes in the Auction Date. The Market Agent, with the
written consent of an Authorized Officer of the Corporation, may specify an
earlier Auction Date (but in no event more than five Business Days earlier) than
the Auction Date that would otherwise be determined in accordance with the
definition of "Auction Date" in Section 1 of this Fourth Supplemental Indenture
with respect to one or more specified Auction Periods in order to conform with
then current market practice with respect to similar securities or to
accommodate
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economic and financial factors that may affect or be relevant to the day of the
week constituting an Auction Date and the Series 2002-1 Note Interest Rate borne
by the Series 2002-1 Notes. The Market Agent shall deliver a written request for
consent to such change in the Auction Date to the Corporation not less than
three days nor more than twenty (20) days prior to the effective date of such
change. The Market Agent shall provide notice of its determination to specify an
earlier Auction Date for one or more Auction Periods by means of a written
notice delivered at least ten (10) days prior to the proposed changed Auction
Date to the Trustee, the Auction Agent, the Corporation and the Securities
Depository. Such notice shall be substantially in the form of, or contain
substantially the information contained in, Exhibit G to this Fourth
Supplemental Indenture.
In connection with any change described in this Section 11, the Auction
Agent shall provide such further notice to such parties as is specified in
Section 2.5 of the Auction Agent Agreement.
Section 12. Additional Provisions Regarding the Series 2002-1 Note Interest
Rate. The determination of a Series 2002-1 Note Interest Rate by the Auction
Agent or any other Person pursuant to the provisions of the applicable Section
of this Fourth Supplemental Indenture shall be conclusive and binding on the
Holders of the series of Series 2002-1 Notes to which such Series 2002-1 Note
Interest Rate applies, and the Corporation and the Trustee may rely thereon for
all purposes.
In no event shall the cumulative amount of interest paid or payable on a
series of Series 2002-1 Notes (including interest calculated as provided herein,
plus any other amounts that constitute interest on the Series 2002-1 Notes of
such series under applicable law, which are contracted for, charged, reserved,
taken or received pursuant to the Series 2002-1 Notes of such series or related
documents) calculated from the date of issuance of such series through any
subsequent day during the term of such series or otherwise prior to payment in
full of the Series 2002-1 Notes of such series exceed the amount permitted by
applicable law. If the applicable law is ever judicially interpreted so as to
render usurious any amount called for under the Series 2002-1 Notes of a series
or related documents or otherwise contracted for, charged, reserved, taken or
received in connection with the Series 2002-1 Notes of such series, or if the
redemption or acceleration of the maturity of the Series 2002-1 Notes of such
series results in payment to or receipt by the Holder or any former Holder of
the Series 2002-1 Notes of such series of any interest in excess of that
permitted by applicable law, then, notwithstanding any provision of the Series
2002-1 Notes of such series or related documents to the contrary, all excess
amounts theretofore paid or received with respect to the Series 2002-1 Notes of
such series shall be credited on the principal balance of the Series 2002-1
Notes of such series (or, if the Series 2002-1 Notes of such series have been
paid or would thereby be paid in full, refunded by the recipient thereof), and
the provisions of the Series 2002-1 Notes of such series and related documents
shall automatically and immediately be deemed reformed and the amounts
thereafter collectible hereunder and thereunder reduced, without the necessity
of the execution of any new document, so as to comply with the applicable law,
but so as to permit the recovery of the fullest amount otherwise called for
under the Series 2002-1 Notes of such series and under the related documents.
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Section 13. Qualifications of Market Agent. The Market Agent shall be a
member of the National Association of Securities Dealers, Inc., have a
capitalization of at least $50,000,000 and be authorized by law to perform all
the duties imposed upon it by this Fourth Supplemental Indenture. The Market
Agent may resign and be discharged of the duties and obligations created by this
Fourth Supplemental Indenture by giving at least thirty (30) days notice to the
Corporation and the Trustee, provided that such resignation shall not be
effective until the appointment of a successor market agent by the Corporation
and the acceptance of such appointment by such successor market agent. The
Market Agent may be replaced at the direction of the Corporation, by an
instrument signed by an Authorized Officer of the Corporation filed with the
Market Agent and the Trustee at least thirty (30) days before the effective date
of such replacement, provided that such replacement shall not be effective until
the appointment of a successor market agent by the Corporation and the
acceptance of such appointment by such successor market agent.
In the event that the Market Agent shall be removed or be dissolved, or if
the property or affairs of the Market Agent shall be taken under the control of
any state or federal court or administrative body because of bankruptcy or
insolvency, or for any other reason, and there is no Market Agent, and the
Corporation shall not have appointed its successor as Market Agent, the Trustee,
notwithstanding the provisions of the first paragraph of this Section 13, shall
be deemed to be the Market Agent for all purposes of this Fourth Supplemental
Indenture until the appointment by the Corporation of the successor Market
Agent. Nothing in this Section 13 shall be construed as conferring on the
Trustee additional duties other than as set forth herein.
Section 14. Purposes of Issuance of Series 2002-1 Notes. The Series 2002-1
Notes are being issued to provide funds to be used to (a) acquire student loan
notes incurred under the Higher Education Act and under the Alternative Loan
Programs, (b) fund the Reserve Fund, (c) pay a portion of the interest coming
due on the Series 2002-1 Notes and (d) pay Costs of Issuance of the Series
2002-1 Notes.
Section 15. Deposit of Series 2002-1 Note Proceeds. From the proceeds
derived from the sale of the Series 2002-1 Notes, there shall be deposited with
the Trustee:
(A) for credit to the Series 2002-1 Reserve Account, an amount
equal to $2,848,500;
(B) for credit to the Series 2002-1 Cost of Issuance Account, an
amount equal to $175,475.04 and
(C) for credit to the Series 2002-1 Acquisition Account, the
remainder, to remain in the Series 2002-1 Acquisition Account until applied
for the acquisition or origination of Eligible Loans as follows: (1) on the
Closing Date, (a) FFELP Loans shall be originated in the principal amount
of $5,049,284.63 (b) Eligible Loans shall be purchased from GOAL Funding
pursuant to the Series 2002-1 Transfer Agreement (which Eligible Loans were
either originated by GOAL Funding or purchased by GOAL Funding pursuant to
the Student Loan Purchase Agreements identified in Exhibit H-2 hereto), and
(c) FFELP Loans at a purchase price of $34,596.167.83, including accrued
and unpaid borrower interest, shall be purchased from lenders pursuant to
Student Loan
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Purchase Agreements identified in Exhibit H-1 hereto, and (2) thereafter,
Eligible Loans shall be originated or purchased pursuant to the Student
Loan Purchase Agreements identified in Exhibit H-1 hereto (as such Exhibit
H-1 may be amended or supplemented from time to time).
Upon the acquisition of Eligible Loans pursuant to the Series 2002-1
Transfer Agreement, the Trustee shall deposit to the credit of the Series 2002-1
Alternative Loan Guarantee Account cash in the amount of $1,125,717.16 received
from the trustee for GOAL Funding in connection with such acquisition.
Thereafter, upon the acquisition of any Alternative Loan with amounts from the
Series 2002-1 Acquisition Account or the Series 2002-1 Surplus Account, the
Trustee shall, as a condition of such acquisition, receive and deposit to the
credit of the Series 2002-1 Alternative Loan Guarantee Account cash in the
amount of the origination fee, if any, paid in connection with the origination
of such Alternative Loan.
Section 16. Redemption of Series 2002-1 Notes. The Series 2002-1 Notes are
subject to redemption as provided in this Section 16.
(A) Redemption From Unexpended Proceeds. Subject to compliance with
Section 10.2 of the Indenture, Outstanding Series 2002-1 Notes shall be
redeemed, in part, on the first regularly scheduled Interest Payment Date
occurring after January 16, 2003, for which notice can be given in accordance
with subsection (E) of this Section 16, at a Redemption Price equal to 100% of
the principal amount of Series 2002-1 Notes so redeemed, from proceeds of the
Series 2002-1 Notes constituting that portion of the Balance of the Series
2002-1 Acquisition Account that have not been used to acquire Eligible Loans by
January 16, 2003, and from that portion of the Reserve Fund which, if left in
the Reserve Fund upon such redemption, would cause the Balance in the Reserve
Fund to exceed the Reserve Fund Requirement, calculated after giving effect to
such redemption. The Trustee shall transfer any such moneys to the credit of the
Series 2002-1 Retirement Subaccount for such purpose without any further
authorization or direction.
(B) Redemption from Surplus Account. Subject to compliance with Section
10.2 of the Indenture, Outstanding Series 2002-1 Notes shall be redeemed on any
regularly scheduled Interest Payment Date with respect thereto, in whole or in
part, at a Redemption Price equal to 100% of the principal amount thereof to be
redeemed, from that portion of the Balance of the Series 2002-1 Surplus
Subaccount transferred to the Series 2002-1 Retirement Account in accordance
with this subsection (B). If there are any amounts in the Series 2002-1 Surplus
Subaccount which have been on deposit therein for at least twelve (12) months
and have not been used to acquire Student Loans, and if there are no
deficiencies in any of the Indemnification Fund, the Note Fund, the Reserve Fund
or the Special Redemption and Prepayment Account, the Trustee shall give written
notice to the Corporation that such moneys will be transferred to the Series
2002-1 Retirement Account and applied to the redemption of Series 2002-1 Notes
in accordance with this subsection (B) unless the Corporation, within ten (10)
Business Days of receipt of such notice, delivers to the Trustee a Corporation
Certificate to the effect that some or all of such amounts are reasonably
expected to be necessary to pay Debt Service on the Outstanding Notes or on
Outstanding Other Obligations, Carry-Over Amounts, including accrued interest
thereon, with respect to Outstanding Notes, Administrative Expenses or Note Fees
or to make required deposits to the Indemnification Fund. Any amounts so
certified by the
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Corporation will remain in the Series 2002-1 Surplus Subaccount and will not be
applied to the redemption of Series 2002-1 Notes pursuant to this subsection
(B).
(C) Optional Redemption. Subject to compliance with Section 10.2 of the
Indenture, Outstanding Series 2002-1 Notes may, at the option of the Corporation
and from amounts credited to the Retirement Account for such purpose, be
redeemed on any regularly scheduled Interest Payment Date with respect thereto,
in whole or in part, at a Redemption Price equal to 100% of the principal amount
of Series 2002-1 Notes to be so redeemed.
Notwithstanding the foregoing, no Series 2002-1 Notes shall be redeemed
pursuant to this subsection (C) unless the Trustee receives, at least forty-five
(45) days prior to the proposed Redemption Date (unless a shorter notice is
satisfactory to the Trustee), a Corporation Certificate certifying that, based
on a Cash Flow Projection, such redemption of such Series 2002-1 Notes will not
materially adversely affect the Corporation's ability to pay Debt Service on the
Outstanding Notes and Outstanding Other Obligations, Carry-Over Amounts
(including accrued interest thereon) with respect to Outstanding Notes,
Administrative Expenses or Note Fees or to make required deposits to the
Indemnification Fund.
(D) Selection of Series 2002-1 Notes for Redemption. If less than all
Outstanding Series 2002-1 Notes are to be redeemed pursuant to subsections (A),
(B) or (C) of this Section 16, the principal amounts of each series of Series
2002-1 Notes to be redeemed shall be selected as follows: to the extent that the
provisions of Section 10.2 of the Indenture will not be violated thereby, either
(i) that principal amount of Series 2002-1C Notes shall be redeemed which bears,
as nearly as practicable, the same (but no greater) proportion to the aggregate
principal amount of all Outstanding Series 2002-1 Notes to be redeemed as the
aggregate principal amount of Outstanding Series 2002-1C Notes bears to the
aggregate principal amount of all Outstanding Series 2002-1 Notes or (ii) if the
Trustee receives, at least forty-five (45) days prior to the Redemption Date
(unless a shorter notice is satisfactory to the Trustee), a Corporation
Certificate certifying that, based on a Cash Flow Projection, a different
proportion of Series 2002-1C Notes to be redeemed will not materially adversely
affect the Corporation's ability to pay Debt Service on the Outstanding Notes
and on Outstanding Other Obligations, Carry-Over Amounts (including accrued
interest thereon) with respect to Outstanding Notes, Administrative Expenses or
Note Fees or to make required deposits to the Indemnification Fund, Series
2002-1C Notes shall be redeemed in such principal amount as is designated by the
Corporation in such certificate. The remaining Series 2002-1 Notes to be
redeemed shall be selected from each series of the Series 2002-1 Senior Notes
in, as nearly as practicable, the same proportion to the aggregate principal
amount of all Outstanding Series 2002-1 Senior Notes to be redeemed as the
aggregate principal amount of Outstanding Series 2002-1 Senior Notes of such
series bears to the aggregate principal amount of all Outstanding Series 2002-1
Senior Notes.
Notwithstanding the foregoing provisions of this Section 16, to the extent
Series 2002-1C Notes cannot be redeemed due to the application of Section 10.2
of the Indenture, but Series 2002-1 Senior Notes may be redeemed without
violating the provisions of said Section 10.2, the particular Series 2002-1
Notes to be redeemed shall be selected from the Series 2002-1 Senior Notes in
the manner described in the preceding paragraph.
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If less than all of the Outstanding Series 2002-1 Notes of a given series
are to be redeemed pursuant to this Section 16, the particular Series 2002-1
Notes to be redeemed shall be selected by the Trustee by lot in such manner as
the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal of Series 2002-1 Notes in
an Authorized Denomination.
The Trustee shall promptly notify the Note Registrar and any Paying Agent
for the Series 2002-1 Notes (in each case, if other than the Trustee) in writing
of the Series 2002-1 Notes selected for redemption and, in the case of any
Series 2002-1 Note selected for partial redemption, the principal amount thereof
to be redeemed.
For all purposes of the Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Series 2002-1 Notes shall relate,
in the case of any Series 2002-1 Note redeemed or to be redeemed only in part,
to the portion of the principal of such Series 2002-1 Note which has been or is
to be redeemed.
(E) Notice of Redemption. Notice of redemption of Series 2002-1 Notes
pursuant to this Section 16 shall be given not less than fifteen (15) days prior
to the Redemption Date in accordance with the provisions of Section 10.4 of the
Indenture.
Section 17. Book-Entry Series 2002-1 Notes.
(a) The registered Holder of all Series 2002-1 Notes shall be the
Securities Depository and the Series 2002-1 Notes shall be registered in the
name of the nominee for the Securities Depository. The "Series 2002-1 Notes"
referred to in this subsection (a) shall refer to the Series 2002-1 Notes
registered in the name of the Securities Depository.
(b) The Series 2002-1 Notes shall be initially issued in the form of
separate, single, authenticated fully-registered Series 2002-1 Notes for each
series thereof in the amount of such series. Upon initial issuance, the
ownership of each such Series 2002-1 Note shall be registered in the
registration books kept by the Note Registrar in the name of the nominee of the
Securities Depository. The Trustee and the Corporation may treat the Securities
Depository (or its nominee) as the sole and exclusive owner of the Series 2002-1
Notes registered in its name for the purposes of (1) payment of the principal or
Redemption Price of, interest on or Carry-Over Amount (including any accrued
interest thereon) with respect to the Series 2002-1 Notes, (2) selecting the
Series 2002-1 Notes or portions thereof to be redeemed, (3) giving any notice
permitted or required to be given to Holders under the Indenture, (4)
registering the transfer of Series 2002-1 Notes, and (5) obtaining any consent
or other action to be taken by Holders and for all other purposes whatsoever,
and neither the Trustee nor the Corporation shall be affected by any notice to
the contrary (except as provided in subsection (c) below). Neither the Trustee
nor the Corporation shall have any responsibility or obligation to any
Participant, any Beneficial Owner or any other Person claiming a beneficial
ownership interest in the Series 2002-1 Notes under or through the Securities
Depository or any Participant, or any other Person which is not shown on the
registration books of the Note Registrar as being a Holder, with respect to the
accuracy of any records maintained by the Securities Depository or any
Participant, the payment to the Securities Depository of any amount in respect
of the principal or Redemption Price of, interest on or Carry-Over Amount
(including any accrued interest thereon) with respect to the
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Series 2002-1 Notes; any notice which is permitted or required to be given to
Holders under the Indenture; the selection by the Securities Depository or any
Participant of any Person to receive payment in the event of a partial
redemption of the Series 2002-1 Notes; or any consent given or other action
taken by the Securities Depository as Holder. The Trustee shall pay all
principal and Redemption Price of, interest on and Carry-Over Amount (including
any accrued interest thereon) with respect to the Series 2002-1 Notes only "to
or upon the order of" the Securities Depository (as that phrase is used in the
Uniform Commercial Code as adopted in the State of South Dakota), and all such
payments shall be valid and effective to fully satisfy and discharge the
Corporation's obligations with respect to the principal, purchase price or
Redemption Price of, interest on and Carry-Over Amount (including any accrued
interest thereon) with respect to the Series 2002-1 Notes to the extent of the
sum or sums so paid. Except as provided in subsection(c) below, no Person other
than the Securities Depository shall receive an authenticated Series 2002-1 Note
evidencing the obligation of the Corporation to make payments of principal or
Redemption Price, interest and Carry-Over Amount (including any accrued interest
thereon) pursuant to this Indenture. Upon delivery by the Securities Depository
to the Trustee of written notice to the effect that the Securities Depository
has determined to substitute a new nominee in place of the preceding nominee,
the Series 2002-1 Notes will be transferable to such new nominee in accordance
with subsection (f) below.
(c) Except with respect to any Series 2002-1 Notes during such time as
they bear interest at the Auction Rate, in the event the Corporation determines
that it is in the best interest of the Corporation not to continue the
book-entry system of transfer or that the interest of the Holders might be
adversely affected if the book-entry system of transfer is continued, the
Corporation may so notify the Securities Depository and the Trustee, whereupon
the Securities Depository will notify the Participants of the availability
through the Securities Depository of definitive Series 2002-1 Notes. In such
event, the Trustee shall authenticate, transfer and exchange definitive Series
2002-1 Notes as requested by the Securities Depository in appropriate amounts in
accordance with subsection (f) below. The Securities Depository may determine to
discontinue providing its services with respect to the Series 2002-1 Notes at
any time by giving notice to the Corporation and the Trustee and discharging its
responsibilities with respect thereto under applicable law, or the Corporation
may determine that the Securities Depository is incapable of discharging its
responsibilities and may so advise the Securities Depository. In either such
event, the Corporation shall either establish its own book-entry system or use
reasonable efforts to locate another securities depository. Under such
circumstances (if there is no successor Securities Depository), the Corporation
and the Trustee shall be obligated to deliver definitive Series 2002-1 Notes as
described in this Indenture and in accordance with subsection (f) below. In the
event definitive Series 2002-1 Notes are issued, the provisions of this
Indenture shall apply to such definitive Series 2002-1 Notes in all respects,
including, among other things, the transfer and exchange of such Series 2002-1
Notes and the method of payment of principal or Redemption Price of, interest on
and Carry-Over Amount (including any accrued interest thereon) with respect to
such Series 2002-1 Notes. Whenever the Securities Depository requests the
Corporation and the Trustee to do so, the Trustee and the Corporation will
cooperate with the Securities Depository in taking appropriate action after
reasonable notice (A) to make available one or more separate definitive Series
2002-1 Notes to any Participant having Series 2002-1 Notes credited to its
account with the Securities Depository or (B) to arrange for another securities
depository to maintain custody of definitive Series 2002-1 Notes.
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(d) Notwithstanding any other provision of the Indenture to the
contrary, so long as any Series 2002-1 Note is registered in the name of the
nominee of the Securities Depository, all payments with respect to the principal
or Redemption Price of, interest on and Carry-Over Amount (including any accrued
interest thereon) with respect to such Series 2002-1 Note and all notices with
respect to such Series 2002-1 Note shall be made and given, respectively, to the
Securities Depository as provided in its letter of representations.
(e) In connection with any notice or other communication to be provided
to Holders pursuant to the Indenture by the Corporation or the Trustee or with
respect to any consent or other action to be taken by Holders, the Corporation
or the Trustee, as the case may be, shall establish a record date for such
consent or other action and give the Securities Depository notice of such record
date not less than fifteen (15) calendar days in advance of such record date to
the extent possible. Such notice to the Securities Depository shall be given
only when the Securities Depository is the sole Holder.
(f) In the event that any transfer or exchange of Series 2002-1 Notes
is permitted under subsection (b) or (c) of this Section 17, such transfer or
exchange shall be accomplished upon receipt by the Trustee from the registered
Holder thereof of the Series 2002-1 Notes to be transferred or exchanged and
appropriate instruments of transfer to the permitted transferee, all in
accordance with the applicable provisions of the Indenture. In the event
definitive Series 2002-1 Notes are issued to Holders other than the nominee of
the Securities Depository, or another securities depository as Holder of all the
Series 2002-1 Notes, the provisions of the Indenture shall also apply to, among
other things, the printing of such definitive Series 2002-1 Notes and the
methods of payment of principal or Redemption Price of, interest on and
Carry-Over Amount (including any accrued interest thereon) with respect to such
Series 2002-1 Notes.
(g) Notwithstanding any provision of Article Ten of the Indenture to
the contrary, in connection with any redemption of Series 2002-1 Notes while The
Depository Trust Company, New York, New York ("DTC"), is the sole Holder, the
Corporation shall give notice of such redemption to the Trustee at least thirty
(30) days prior to the date fixed for redemption with respect to the Series
2002-1 Notes, and the Trustee shall give notice of redemption to DTC as Holder
of such Series 2002-1 Notes pursuant to Section 10.4 of the Indenture at least
fifteen (15) days and not more than thirty (30) days prior to the date fixed for
redemption of Series 2002-1 Notes.
Section 18. Series 2002-1 Accounts and Subaccounts. So long as any
Series 2002-1 Notes are Outstanding, the following Accounts and Subaccounts,
which are hereby established, shall be maintained by the Trustee or a Deposit
Agent, as the case may be: in the Acquisition Fund, an Account to be known as
the "Series 2002-1 Acquisition Account"; in the Administration Fund, an Account
to be known as the "Series 2002-1 Administration Account" and an Account to be
known as the "Series 2002-1 Cost of Issuance Account"; in the Reserve Fund, an
Account to be known as the "Series 2002-1 Reserve Account"; in the Interest
Account, a Subaccount to be known as the "Series 2002-1 Interest Subaccount"; in
the Principal Account, a Subaccount to be known as the "Series 2002-1 Principal
Subaccount"; in the Retirement Account, a Subaccount to be known as the "Series
2002-1 Retirement Subaccount"; in the Alternative Loan Guarantee Fund, an
Account to be known as the "Series 2002-1 Alternative
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Loan Guarantee Account"; and in the Surplus Account, a Subaccount to be known as
the "Series 2002-1 Surplus Subaccount."
All amounts transferred to the Acquisition Fund, the Administration
Fund, the Reserve Fund, the Interest Account, the Principal Account, the
Retirement Account, the Alternative Loan Guarantee Fund and the Surplus Account
from any other Fund or Account pursuant to the requirements of the Indenture
with respect to the Series 2002-1 Notes or the Student Loans Financed with the
proceeds thereof shall be deposited to the credit of the Series 2002-1
Acquisition Account, the Series 2002-1 Administration Account, the Series 2002-1
Reserve Account, the Series 2002-1 Interest Subaccount, the Series 2002-1
Principal Subaccount, the Series 2002-1 Retirement Subaccount, the Series 2002-1
Alternative Loan Guarantee Account or the Series 2002-1 Surplus Subaccount,
respectively, and as appropriate.
Except as heretofore provided in this Section 18, nothing herein shall
be deemed to prohibit (1) the Trustee from using Balances of any Account or
Subaccount established by this Section 18 to remedy deficiencies for which
Balances of the Fund or Account in which such Account or Subaccount is
established are subject to use under the Indenture, or (2) the application of
Balances of any Account or Subaccount established by this Section 18 for any
purpose for which Balances of the Fund or Account in which such Account or
Subaccount is established are authorized to be applied by the Indenture.
When there shall be no Series 2002-1 Notes Outstanding, the Series
2002-1 Acquisition Account shall terminate and any Balance thereof at such time
shall be used as other Balances of the Acquisition Fund, and the Series 2002-1
Administration Account and the Series 2002-1 Cost of Issuance Account shall each
terminate and any Balance thereof at such time shall be used as other Balances
of the Administration Fund. When there shall be no Series 2002-1 Notes
Outstanding, the Series 2002-1 Interest Account shall terminate and any Balance
thereof at such time shall be used as other Balances of the Interest Account,
the Series 2002-1 Principal Account shall terminate and any Balance thereof at
such time shall be used as other Balances of the Principal Account, the Series
2002-1 Retirement Account shall terminate and any Balance thereof at such time
shall be used as other Balances of the Retirement Account, the Series 2002-1
Reserve Account shall terminate and any Balance thereof at such time shall be
used as other Balances of the Reserve Fund, the Series 2002-1 Alternative Loan
Guarantee Account shall terminate and any Balance thereof at such time shall be
used as other Balances of the Reserve Fund and the Series 2002-1 Surplus
Subaccount shall terminate and any Balance thereof at such time shall be used as
other Balances of the Surplus Account.
Section 19. Certain Findings, Determinations and Designations. The
Corporation hereby finds and determines as follows:
(A) The Original Indenture, except as provided in the First
Supplemental Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture, has not been amended, supplemented or repealed
since the execution thereof. This Fourth Supplemental Indenture amends
and supplements the Indenture, constitutes and is a "Supplemental
Indenture" within the meaning of such term as defined and used in the
Indenture and is executed under and pursuant to the Indenture.
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(B) No Note, other than the Series 1999-1 Notes, the Series
2000-1 Notes and the Series 2001-1 Notes, have heretofore been issued
under the Indenture. The Series 2002-1A Notes and the Series 2002-1B
Notes constitute, and are hereby designated as, "Class A Notes" within
the meaning of the term as defined and used in the Indenture, and the
Series 2002-1C Notes constitute, and are hereby designated as, "Class B
Notes" within the meaning of the term as defined and used in the
Indenture.
(C) Upon receipt of the proceeds of the sale of the Series
2002-1 Notes: (1) the Trust Estate pledged under the Indenture will not
be encumbered by any lien or charge thereon or pledge thereof, other
than the lien and charge thereon and pledge thereof created by the
Indenture for the payment and security of the Notes; and (2) there will
not be outstanding any bonds, notes or other evidences of indebtedness
payable from and secured by a lien on or pledge or charge upon the
Trust Estate pledged under the Indenture other than the Series 2002-1
Notes.
(D) There does not exist an "Event of Default," within the meaning
of such term as defined in the Indenture, which is continuing, nor does there
exist any condition which, after the passage of time, would constitute such an
"Event of Default."
Section 20. Purchase or Origination of Eligible Loans From Series
2002-1 Acquisition Account and Series 2002-1 Surplus Subaccount. The price paid
to purchase an Eligible Loan from the Balances in the Series 2002-1 Acquisition
Account (other than the Eligible Loans to be purchased pursuant to the Series
2002-1 Transfer Agreement, the purchase price for which is set forth in such
agreement) or the Series 2002-1 Surplus Subaccount shall not exceed 100% of the
remaining unpaid principal amount of such Eligible Loan, plus accrued Special
Allowance Payments and noncapitalized borrower interest thereon, if any, to the
date of purchase, reasonable transfer, origination and assignment fees, if
applicable, and, in the case of FFELP Loans only, a premium which would not
cause the weighted average of the premiums paid on all FFELP Loans Financed from
the Series 2002-1 Acquisition Account and the Series 2002-1 Surplus Subaccount
to exceed 1.75% (or such greater premium the payment of which will not
materially adversely affect the Corporation's ability to pay Debt Service on the
Outstanding Notes, Other Indenture Obligations, Carry-Over Amounts (including
accrued interest thereon) with respect to Outstanding Notes, Administrative
Expenses or Note Fees or to make required transfers to the Indemnification Fund,
as shown in a subsequent Cash Flow Projection received by the Trustee, and which
will not result in the reduction or withdrawal of the outstanding rating
assigned by any Rating Agency to the Series 2002-1 Notes, as evidenced in
writing to the Trustee by each such Rating Agency), and as otherwise authorized
by Section 4.2 of the Indenture.
The application of the proceeds of the Series 2002-1 Notes deposited in
the Series 2002-1 Acquisition Account or used on the Closing Date in accordance
with Section 15 (C) hereof shall be subject to the following restrictions:
(1) no more than $36,333,333 of such proceeds may be used to
purchase or originate Alternative Loans;
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(2) at least 40% of the Alternative Loans Financed with such
proceeds must be "credit worthy" Alternative Loans; and
(3) no more than 5% of the Alternative Loans Financed with
such proceeds may be "credit able" Alternative Loans;
provided that the foregoing restrictions may be exceeded if such action will not
materially adversely affect the Corporation's ability to pay Debt Service on the
Outstanding Notes, Other Indenture Obligations, Carry-Over Amounts (including
accrued interest thereon) with respect to Outstanding Notes, Administrative
Expenses or Note Fees or to make required transfers to the Indemnification Fund,
as shown in a subsequent Cash Flow Projection received by the Trustee, and which
will not result in the reduction or withdrawal of the outstanding rating
assigned by any Rating Agency to the Series 2002-1 Notes, as evidenced in
writing to the Trustee by each such Rating Agency.
The Corporation shall not purchase or originate any Financed Student
Loans which are subject to any interest rate reduction or other program that
would reduce the yield thereon (I) if such yield reduction (a) is more than 2.0%
per annum plus (provided there are no delinquencies in the first 24 months)
return of some or all of the origination fee in excess of $250, (b) may commence
if any of the first forty-eight (48) consecutive payments have not been received
in a timely fashion or (c) may continue if any payments are not received in a
timely fashion, or (II) from Balances in the Series 2002-1 Acquisition Account
and the Series 2002-1 Surplus Subaccount if, as a result of such purchase or
origination, the aggregate of the amounts applied from such Balances to the
purchase or origination of Student Loans subject to such programs would exceed
50% of the aggregate of the amounts applied from such Balances to the purchase
or origination of all Student Loans, unless the Corporation delivers to the
Trustee (i) a Corporation Certificate certifying that, based on a Cash Flow
Projection, the purchase or origination of such Student Loan will not materially
adversely affect the Corporation's ability to pay Debt Service on the
Outstanding Notes and on Outstanding Other Obligations, to pay Carry-Over
Amounts (including accrued interest thereon) with respect to Outstanding Notes
or to make required deposits to the Indemnification Fund, and (ii) written
confirmation from each Rating Agency then rating the Series 2002-1 Notes that
the purchase or origination of such Student Loan will not result in a reduction
or withdrawal of the rating of the Series 2002-1 Notes; provided that the
foregoing restrictions shall not apply to the purchase or origination of any
Student Loan subject to a yield reduction program which the Corporation may, at
its option, discontinue at any time and which would not reduce the yield thereon
by more than .25% per annum.
The Corporation shall not agree to, or permit any Servicer to agree to,
any discount or other reduction in the yield on any Student Loan Financed from
Balances in the Series 2002-1 Acquisition Account or the Series 2002-1 Surplus
Subaccount (other than any such reduction that existed at the time such Student
Loan was so Financed) if, as a result thereof, the yield on such Student Loan
would be reduced by more than .25% per annum, unless the Corporation delivers to
the Trustee (1) a Corporation Certificate certifying that, based on a Cash Flow
Projection, such reduction will not materially adversely affect the
Corporation's ability to pay Debt Service on the Outstanding Notes and on
Outstanding Other Obligations, to pay Carry-Over Amounts (including accrued
interest thereon) with respect to Outstanding Notes or to make
-39-
required deposits to the Indemnification Fund, and (2) written confirmation from
each Rating Agency then rating the Series 2002-1 Notes that such reduction will
not result in a reduction or withdrawal of the rating of the Series 2002-1
Notes.
The Corporation shall not purchase or originate any Student Loan from
the Balance in the Series 2002-1 Surplus Subaccount:
(A) after December 1, 2003, or
(B) if such Student Loan is an Alternative Loan and the
purchase or origination thereof would cause either (a) the aggregate of
the principal balances of Alternative Loans purchased or originated
from Balances in the Series 1999-1 Surplus Subaccount, the Series
2000-1 Surplus Subaccount, the Series 2001-1 Surplus Subaccount and the
Series 2002-1 Surplus Subaccount to exceed one-half of the aggregate of
the principal balances of FFELP Loans purchased or originated from such
Balances during the period from the Closing Date through December 1,
2003, or (b) the aggregate of the principal balances of "credit worthy"
Alternative Loans purchased or originated from Balances in the Series
1999-1 Surplus Subaccount, the Series 2000-1 Surplus Subaccount, the
Series 2001-1 Surplus Subaccount and the Series 2002-1 Surplus
Subaccount to be less than 40% of the aggregate of the principal
balances of all Alternative Loans purchased or originated from such
Balances during the period from the Closing Date through December 1,
2003, in any such case unless the Corporation delivers to the Trustee:
(1) a Corporation Certificate certifying that, based
on a Cash Flow Projection, the purchase or origination of such
Student Loan will not materially adversely affect the
Corporation's ability to pay Debt Service on the Outstanding
Notes and on Outstanding Other Obligations, to pay Carry-Over
Amounts (including accrued interest thereon) with respect to
Outstanding Notes or to make required deposits to the
Indemnification Fund, and
(2) written confirmation from each Rating Agency then
rating the Series 2002-1 Notes that the purchase or
origination of such Student Loan will not result in a
reduction or withdrawal of the rating of the Series 2002-1
Notes.
The Corporation shall not purchase or originate (A) any FFELP Loan from
the Balances in the Series 2002-1 Acquisition Account or the Series 2002-1
Surplus Subaccount if, as a result of an amendment to the Higher Education Act
after the date of this Fourth Supplemental Indenture (other than an amendment
contained in a xxxx currently pending in Congress and subsequently enacted into
law), such FFELP Loan bears a rate of interest that is lower than the rate of
interest such FFELP Loan would have borne under the Higher Education Act as it
currently exists, or (B) any Consolidation Loan from the Balances in the Series
2002-1 Acquisition Account or the Series 2002-1 Surplus Subaccount that has a
final payment date beyond November 30, 2035, unless the Corporation delivers to
the Trustee (1) a Corporation Certificate certifying that, based on a Cash Flow
Projection, the purchase or origination of such FFELP Loan or Consolidation Loan
will not materially adversely affect the Corporation's ability to pay Debt
Service on the Outstanding Notes and on Outstanding Other Obligations, to pay
Carry-Over Amounts (including accrued interest thereon) with respect to
Outstanding Notes or to
-40-
make required deposits to the Indemnification Fund, and (2) written confirmation
from each Rating Agency then rating the Series 2002-1 Notes that the purchase or
origination of such FFELP Loan or Consolidation Loan will not result in a
reduction or withdrawal of the rating of the Series 2002-1 Notes.
If the Corporation purchases any Student Loans from Balances in the
Series 2002-1 Surplus Subaccount that do not constitute Eligible Loans, it shall
give written notice of such purchase to each Rating Agency then rating the
Series 2002-1 Notes.
Any Student Loans Financed from Balances in the Series 2002-1 Surplus
Subaccount prior to January 16, 2003, and constituting Eligible Loans shall,
upon the financing thereof, be credited to, and included in the Balance of, the
Series 2002-1 Acquisition Account, and shall not be deemed to have been Financed
with moneys in the Surplus Account but to have been Financed with moneys in the
Acquisition Fund.
Section 21. Limitation on Costs of Issuance, Administrative Expenses
and Note Fees. The Corporation covenants and agrees that the Costs of Issuance,
Administrative Expenses and Note Fees to be paid, or reimbursed to the
Corporation, from the Administration Fund shall not exceed the aggregate amount
thereof specified in the Closing Cash Flow Projection, unless the Corporation
delivers to the Trustee (i) a Corporation Certificate certifying that, based on
a Cash Flow Projection, the payment or reimbursement of a greater amount of
Costs of Issuance, Administrative Expenses and Note Fees from the Administration
Fund will not materially adversely affect the Corporation's ability to pay Debt
Service on the Outstanding Notes and on Outstanding Other Obligations, to pay
Carry-Over Amounts (including accrued interest thereon) with respect to
Outstanding Notes or to make required deposits to the Indemnification Fund and
(ii) written confirmation from each of the Rating Agencies then rating the
Series 2002-1 Notes to the effect that payment or reimbursement of such
additional Costs of Issuance, Administrative Expenses or Note Fees will not
result in a reduction or withdrawal of the rating of the Series 2002-1 Notes.
Section 22. Proceeds of Sales of Certain Student Loans To Be Deposited
in the Acquisition Fund. The Trustee shall deposit in the Acquisition Fund the
proceeds of the resale to a Lender of any Student Loans Financed with proceeds
of the Series 2002-1 Notes pursuant to such Lender's repurchase obligation under
the applicable Student Loan Purchase Agreement upon receipt thereof from the
Corporation, to the extent directed in a Corporation Order and received by the
Trustee prior to January 16, 2003. Any such proceeds received by the Trustee
after such date shall be deposited in the Revenue Fund.
Section 23. Amendment of Granting Clause First of the Indenture.
Granting Clause First of the Indenture is hereby amended as follows:
GRANTING CLAUSE FIRST
All rights, title, interest and privileges of the Corporation
(1) with respect to Financed Student Loans, in, to and under the
Federal Reimbursement Contracts, any Servicing Agreement, the Student
Loan Purchase Agreements (including, but not limited to, those
agreements described in Exhibits H-1 and H-2 to the First Supplemental
-41-
Indenture, in Exhibits H-1 and H-2 to the Second Supplemental
Indenture, and in Exhibits H-1 and H-2 to the Third Supplemental
Indenture and in Exhibits H-1 and H-2 to the Fourth Supplemental
Indenture), the Transfer Agreements, any Non-Delivery Fees and the
Guarantee Agreements, (2) in, to and under all Financed Student Loans
(including the evidences of indebtedness thereof and related
documentation), the proceeds of the sale of the Notes (until expended
for the purpose for which the Notes were issued) and the revenues,
moneys, evidences of indebtedness , instruments, securities and other
financial assets (including any earnings thereon) in and payable into
the Acquisition Fund, Note Fund, Revenue Fund, Reserve Fund,
Administration Fund, Indemnification Fund, Alternative Loan Guarantee
Fund and Surplus Fund, and any deposit accounts or securities accounts
to which such Financed Student Loans, proceeds, revenues, moneys,
evidences of indebtedness, instruments, securities and other financial
assets may be credited, including, without limitation, the Acquisition
Fund, Note Fund, Revenue Fund, Reserve Fund, Administration Fund,
Indemnification Fund, Alternative Loan Guarantee Fund and Surplus Fund
and any Accounts or Subaccounts therein, in the manner and subject to
the prior applications provided in Article Four hereof, and (3) in, to
and under any Credit Enhancement Facility, any Demand Purchase
Agreement, any Swap Agreement, any Swap Counterparty Guarantee, any
Depositary Agreement, any Remarketing Agreement, any Auction Agent
Agreement and any Broker-Dealer Agreement, all as hereinbefore and
hereinafter defined, including any contract, any payment intangible,
any general intangible or any evidence of indebtedness or other rights
of the Corporation to receive any of the same whether now existing or
hereafter coming into existence, and whether now or hereafter acquired;
Section 24. Amendment of Section 1.1 of the Indenture. The definition
of the following terms contained in Section 1.1 of the Indenture is are hereby
amended as follows:
"Guarantee Agency" shall mean (1) Education Assistance
Corporation, and its successors and assigns, including, without
limitation, the Secretary of Education, (2) Pennsylvania Higher
Education Assistance Agency, and its successors and assigns, including,
without limitation, the Secretary of Education, (3) United Student Aid
Funds, Inc., and its successors and assigns, including, without
limitation, the Secretary of Education, (4) Student Loans of North
Dakota, and its successors and assigns, including, without limitation,
the Secretary of Education, (5) Northwest Education Loan Association,
and its successors and assigns, including, without limitation, the
Secretary of Education, (6) Great Lakes Higher Education Guaranty
Corporation, and its successors and assigns, including, without
limitation, the Secretary of Education, (7) Educational Credit
Management Corporation (formerly known as Transitional Guaranty Agency,
Inc.), and its successors and assigns, including, without limitation,
the Secretary of Education, (8) Iowa College Aid Commission, and its
successors and assigns, including, without limitation, the Secretary of
Education, (9) Missouri Coordinating Board for Higher Education, and
its successors and assigns, including, without limitation, the
Secretary of Education, (10) Illinois Student Assistance Commission,
and its successors and assigns, including, without limitation, the
Secretary of Education, (11) California Student Aid Commission, and its
successors and assigns, including, without limitation, the Secretary of
Education, (12) Oregon Student Assistance Commission, and its
successors and assigns, including, without limitation, the Secretary of
Education, (13)
-42-
Texas Guaranteed Student Loan Corporation, and its successors and assigns,
including, without limitation, the Secretary of Education, (14)
Massachusetts Higher Education Assistance Corporation (d/b/a as American
Student Assistance), and its successors and assigns, including, without
limitation, the Secretary of Education, (15) Student Loan Guarantee
Foundation of Arkansas, Inc., and its successors and assigns, including,
without limitation, the Secretary of Education, (16) Student Loan Division
of the Colorado Department of Higher Education, and its successors and
assigns, including, without limitation, the Secretary of Education, (17)
Kentucky Higher Education Assistance Authority, and its successors and
assigns, including, without limitation, the Secretary of Education, (18)
Finance Authority of Maine, and its successors and assigns, including,
without limitation, the Secretary of Education, (19) Michigan Higher
Education Assistance Authority, with is component unit, Michigan Guaranty
Agency, and its successors and assigns, including, without limitation, the
Secretary of Education, (20) Board of Regents of Higher Education (Montana
University System), and its successors and assigns, including, without
limitation, the Secretary of Education, (21) Nebraska Student Loan Program,
Inc., and its successors and assigns, including, without limitation, the
Secretary of Education, (22) New York State Higher Education Services
Corporation, and its successors and assigns, including, without limitation,
the Secretary of Education, (23) New Jersey Higher Education Student
Assistance Authority, and its successors and assigns, including, without
limitation, the Secretary of Education, (24) Oklahoma State Regents for
Higher Education, and its successors and assigns, including, without
limitation, the Secretary of Education, (25) Louisiana Student Financial
Assistance Commission, and its successors and assigns, including, without
limitation, the Secretary of Education, (26) Florida Department of
Education, Office of Student Financial Assistance, and its successors and
assigns, including, without limitation, the Secretary of Education, (1427)
the Secretary of Education, to the extent the Secretary of Education has
directly insured or guaranteed FFELP Loans, or (1528) any other state
agency or private nonprofit institution or organization which administers a
Guarantee Program, subject to confirmation of ratings on any Outstanding
Unenhanced Notes or, if no Unenhanced Notes are then Outstanding but Other
Obligations are Outstanding, consent of each Other Beneficiary holding such
Outstanding Other Obligations, as evidenced in writing to the Trustee by
each such Other Beneficiary.
"Guarantee Agreements" shall mean, collectively, (1) that certain
Lender Agreement for Guarantee of Student Loans With Federal Reinsurance,
dated July 3, 1997, and those certain Certificates of Comprehensive
Insurance, dated September 12, 1997, September 29, 1998, October 1, 1999,
and October 11, 2000, and September 27, 2001, respectively, each between
the Trustee and Education Assistance Corporation, (2) that certain Lender
Agreement for Guarantee of Student Loans With Federal Reinsurance, dated
February 28, 1994, between the Trustee and Pennsylvania Higher Education
Assistance Agency, (3) that certain Agreement to Guarantee Loans, dated
February 22, 2002, July 11, 1997, and that certain Agreement to Guarantee
Consolidation Loans and Certificate of Comprehensive Guarantee Coverage,
dated February 22, 2002, each between the Trustee and United Student Aid
Funds, Inc., (4) that certain Lender Participation Agreement for Insurance,
dated July 8, 1997, between the Trustee and Student Loans of North Dakota,
(5) that certain Agreement to Guarantee Loans, dated March 22, 1999, that
certain Lender Participation Agreement for Consolidation Loans,
-43-
dated January 30, 2002, that certain Certificate of Comprehensive
Insurance, dated February 27, 2002, and that certain Blanket Certificate of
Loan Guaranty, dated March 11, 2002, each between the Trustee and Northwest
Education Loan Association, (6) that certain Student Loan Guaranty, dated
July 15, 1997, and that certain Certificate of Comprehensive Insurance for
Consolidation Loans, dated June 1, 2002, each between the Trustee and Great
Lakes Higher Education Guaranty Corporation, (7) that certain Agreement for
Payment on Guarantee of Student Loans With Federal Reinsurance, dated
December 15, 1994 January 30, 2002, that certain Agreement for Payment on
Guarantee of Consolidation Loans with Federal Reinsurance, dated January
30, 2002, and that certain Certificate of Comprehensive Guarantee for
Consolidation Loans, dated January 30, 2002, each between the Trustee and
Educational Credit Management Corporation (formerly known as Transitional
Guaranty Agency, Inc.), (8) that certain Agreement to Guarantee Loans,
dated July 15, 1997, and that certain Agreement to Guarantee PLUS/SLS
Loans, dated July 15, 1997, each between the Trustee and Iowa College Aid
Commission, (9) that certain Agreement to Guarantee Federal Xxxxxxxx Loans
(Subsidized and Unsubsidized), Federal PLUS Loans, Federal SLS Loans, dated
July 15, 1997, that certain Federal Consolidation Loan Program Lender
Participation Agreement, dated February 7, 2002, and that certain Federal
Consolidation Loan Program Certificate of Comprehensive Insurance, dated
July 16, 2002, each between the Trustee and Missouri Coordinating Board for
Higher Education, (10) those certain Holder Agreements, dated July 7, 1997,
and January 7, 2000, respectively, each between the Trustee and Illinois
Student Assistance Commission, (11) that certain Agreement to Guarantee
Loans Made by a Commercial Lender, dated July 10, 1997, that certain
Agreement to Guarantee CLAS Program Loans Made by a Commercial Lender,
dated July 10, 1997, that certain Consolidation Loan Program Lender
Participation Agreement, dated July 6, 1997, and that certain Certificate
of Comprehensive Insurance (for Federal Consolidation Loans made in
accordance with Title IV, Part B of the Higher Education Act of 1965, as
amended), dated July 17, 1997, and that certain Agreement (relating to the
guarantee of loans for attendance at educational institutions), dated
August 29, 2001, each between the Trustee and California Student Aid
Commission, (12) that certain Agreement to Endorse Loans, dated January 30,
2002 April 8, 1999, that certain Agreement to Guarantee Federal
Consolidation Loans, dated January 30, 2002, and that certain Certificate
of Comprehensive Guarantee Coverage, dated January 30, 2002, each between
the Trustee and Oregon Student Assistance Commission, (13) that certain
Lender Participation Agreement, dated April 18, 2000, that certain
Consolidation Loans Lender Participation Agreement, dated April 18, 2000,
and that certain Certificate of Comprehensive Insurance, dated April 18,
2000, each between the Trustee and Texas Guaranteed Student Loan
Corporation, (14) that certain Guarantee Agreement, dated June 19, 2002,
between the Trustee and Massachusetts Higher Education Assistance
Corporation (d/b/a as American Student Assistance), (15) that certain
Agreement to Guarantee Loans, dated January 30, 2002, between the Trustee
and Student Loan Guarantee Foundation of Arkansas, Inc., (16) that certain
Lender Program Participation Agreement, dated February 26, 2002, and that
certain Certificate of Comprehensive Insurance, dated February 25, 2002,
each between the Trustee and Student Loan Division of the Colorado
Department of Higher Education, (17) that certain Lender Participation
Agreement and Contract of Insurance, dated July 5, 2001, between the
Trustee and Kentucky Higher Education
-44-
Assistance Authority, (18) that certain Agreement to Guarantee Loans, dated
February 20, 2002, that certain Agreement to Guarantee Consolidation Loans,
dated February 20, 2002, and that certain Certificate of Comprehensive
Guarantee Coverage, dated February 20, 2002, each between the Trustee and
Finance Authority of Maine, (19) that certain Agreement to Guarantee Loans,
dated January 30, 2002, that certain Consolidation Loan Program Agreement
to Guarantee Consolidation Loans, dated January 30, 2002, and that certain
Consolidation Loan Program Certificate of Comprehensive Guarantee Coverage,
dated January 30, 2002, each between the Trustee and Michigan Higher
Education Assistance Authority, with is component unit, Michigan Guaranty
Agency, (20) that certain Agreement to Guarantee Federal Family Education
Loans, dated January 30, 2002, that certain Agreement (relating to the
guarantee of consolidation loans), dated February 15, 2002, and that
certain Certificate of Comprehensive Insurance for Consolidation Loans,
dated January 30, 2002, each between the Trustee and Board of Regents of
Higher Education (Montana University System), (21) that certain Lender
Agreement for Guarantee of Student Loans with Federal Reinsurance
(Originating Lender), dated January 30, 2002, that certain Lender Agreement
for Guarantee of Federal Consolidation Loans with Federal Reinsurance,
dated January 30, 2002, that certain Blanket Certificate of Guarantee with
Respect to Student Loans with Federal Reinsurance, dated January 30, 2002,
and that certain Certificate of Guarantee with respect to Federal
Consolidation Loans, dated February 27, 2002, each between the Trustee and
Nebraska Student Loan Program, Inc., (22) that certain Loan Guarantee
Agreement with Lending Institution, dated January 30, 2002, that certain
Consolidation Loan Program Lender Participation Agreement, dated July 1,
2002, and that certain Certificate of Comprehensive Insurance, dated July
1, 2002, each between the Trustee and New York State Higher Education
Services Corporation, (23) that certain Guaranty Loan Agreement, dated
January 30, 2002, that certain Lender Participation Agreement for
Consolidation Loans, dated January 30, 2002, and that certain Authority
Certification of Comprehensive Insurance, dated February 20, 2002, each
between the Trustee and New Jersey Higher Education Student Assistance
Authority, (24) that certain Agreement to Guarantee Loans, dated January
30, 2002, that certain Agreement to Guarantee Consolidation Loans, dated
January 30, 2002, and that certain Certificate of Comprehensive Guarantee
Coverage for Federal Consolidation Loans, dated January 30, 2002, each
between the Trustee and Oklahoma State Regents for Higher Education, (25)
that certain Participation Agreement, dated January 30, 2002, that certain
Agreement to Guarantee Consolidation Loans, dated January 30, 2002, and
that certain Certificate of Comprehensive Guarantee Coverage, dated January
30, 2002, each between the Trustee and Louisiana Student Financial
Assistance Commission, (26) that certain Lending Institution Participation
Agreement, dated April 16, 2002, that certain Lender Participation
Agreement (federal consolidation loans), dated April 16, 2002, that certain
Lender of Last Resort Agreement, dated April 16, 2002, and that certain
Certificate of Comprehensive Insurance, dated April 16, 2002, each between
the Trustee and Florida Department of Education, Office of Student
Financial Assistance, and (1427) any other agreement between a Guarantee
Agency and the Trustee providing for the insurance or guarantee by such
Guarantee Agency, to the extent provided in the Higher Education Act, of
the principal of and accrued interest on FFELP Loans acquired by the
Trustee from
-45-
time to time, including any supplement thereto or amendment thereof entered
into in accordance with the provisions thereof and hereof.
Section 25. Amendment of Section 4.1 of the Indenture. Section 4.1 of the
Indenture is is hereby amended as follows:
Section 4.1. Creation of Funds and Accounts. There are hereby created
and established the following Funds and Accounts (each of which shall be a
securities account, as defined in Section 8-501 of the UCC) to be held by
the Trustee, or, in the case of the Acquisition Fund, the Revenue Fund or
the Administration Fund, by the Trustee or a Deposit Agent, and maintained
in accordance with the provisions of this Indenture:
(i) An Acquisition Fund.
(ii) An Administration Fund.
(iii) A Reserve Fund.
(iv) An Indemnification Fund.
(v) A Revenue Fund, within which there shall be a Repayment Account
and an Income Account.
(vi) A Note Fund, within which there shall be an Interest Account, a
Principal Account and a Retirement Account.
(vii) An Alternative Loan Guarantee Fund.
(viii) A Surplus Fund, within which there shall be a Special
Redemption and Prepayment Account and a Surplus Account.
Section 26. Consent of Series 2002-1 Noteholders to Amendments to
Indenture. Each Holder of Series 2002-1 Notes, by his acceptance thereof, shall
be deemed to have consented to each of the amendments to the Indenture contained
in Sections 23 through 25 of this Fourth Supplemental Indenture and in the
applicable sections of the Second Supplemental Indenture and the Third
Supplemental Indenture.
Section 27. Governing Law. This Fourth Supplemental Indenture shall be
governed by and be construed in accordance with the laws of the State without
giving effect to the conflicts-of-laws principles thereof; provided that those
provisions of this Fourth Supplemental Indenture relating to the rights and
duties of the Auction Agent shall be governed by and be construed in accordance
with the laws of the State of New York.
Section 28. Section Headings; Table of Contents. The headings or titles of
the several sections hereof shall be solely for convenience of reference and
shall not affect the meaning or construction, interpretation or effect of this
Fourth Supplemental Indenture.
-46-
Section 29. Severability. If any provision of this Fourth Supplemental
Indenture shall be held or deemed to be or shall, in fact, be inoperative or
unenforceable as applied in any particular case in any jurisdiction or
jurisdictions or in all jurisdictions or in all cases because it conflicts with
any provisions of any constitution or statute or rule of public policy, or for
any other reason, such circumstances shall not have the effect of rendering the
provision in question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions herein contained
invalid, inoperative or unenforceable to any extent whatever.
The invalidity of any one or more phrases, sentences, clauses or paragraphs
in this Fourth Supplemental Indenture contained shall not affect the remaining
portions of this Fourth Supplemental Indenture or part thereof.
Section 30. Counterparts. This Fourth Supplemental Indenture may be
simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
Section 31. Effect of Fourth Supplemental Indenture. Upon the execution and
delivery of this Fourth Supplemental Indenture, the Indenture shall be amended
and supplemented in accordance herewith, and this Fourth Supplemental Indenture
shall form a part of the Indenture for all purposes and every Holder of Notes
hereafter authenticated and delivered and Other Beneficiary under the Indenture
shall be bound hereby.
-47-
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental
Indenture to be duly executed all as of the day and year first above written.
EDUCATION LOANS INCORPORATED
By /s/ A. Norgrin Xxxxxxxxx
----------------------------------
President
Attest:
/s/ Xxxxxx Xxxx
----------------------------------
Secretary
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Vice President
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EXHIBIT A
FORM OF SERIES 2002-1 SENIOR NOTES
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
EDUCATION LOANS INCORPORATED
STUDENT LOAN ASSET-BACKED NOTE
SENIOR SERIES 2002-1A [B]
CLASS A
No. R_____ $________
Stated Date of Original Interest
Maturity Date Issue Rate CUSIP
------------- ----- ---- -----
December 1, 2035 September 19, 2002 Variable _____
REGISTERED HOLDER: CEDE & CO.
PRINCIPAL AMOUNT:
FOR VALUE RECEIVED, EDUCATION LOANS INCORPORATED, a corporation organized
under the laws of the State of Delaware (the "Corporation," which term includes
any successor corporation under the Indenture hereinafter referred to),
acknowledges itself indebted and hereby promises to pay to the registered holder
specified above, or registered assigns (the "Registered Holder"), but solely
from the revenues and receipts hereinafter specified and not otherwise, the
Principal Amount specified above on the Stated Maturity Date specified above
(subject to the right of prior redemption hereinafter mentioned), upon
presentation and surrender of this Note at the Principal Office of the Trustee
(as hereinafter defined), as Paying Agent for the Series 2002-1 Notes (as
hereinafter defined), or a duly appointed successor Paying Agent, and to pay
interest on said Principal Amount, but solely from the revenues and receipts
hereinafter specified and not otherwise, to the Registered Holder hereof from
the date hereof until the payment of said Principal Amount has been made or duly
provided for, payable on each Interest Payment Date and at Maturity, at the
Series 2002-1 Note Interest Rate (as hereinafter
A-1
described), and at the same rate per annum (to the extent that the payment of
such interest shall be legally enforceable) on overdue installments of interest.
Payment of interest on this Note on each regularly scheduled Interest Payment
Date shall be made by check or draft drawn upon the Paying Agent and mailed to
the person who is the Registered Holder hereof as of 5:00 p.m. in the city in
which the Principal Office of the Note Registrar is located on the applicable
Regular Record Date at the address of such Registered Holder as it appears on
the Note Register maintained by the Note Registrar, or, if the Registered Holder
of this Note is the Registered Holder of Series 2002-1 Notes in the aggregate
principal amount of $1,000,000 or more, at the direction of such Registered
Holder received by the Paying Agent by 5:00 p.m. in the city in which the
Principal Office of the Paying Agent is located on the last Business Day
preceding the applicable Regular Record Date, by electronic transfer by the
Paying Agent in immediately available funds to an account designated by such
Registered Holder. In addition, premium, if any, and interest on this Note are
payable at the Maturity hereof in the same manner as the principal hereof,
unless the date of such maturity is a regularly scheduled Interest Payment Date,
in which event interest is payable in the manner set forth in the preceding
sentence. Any interest not so timely paid or duly provided for shall cease to be
payable to the person who is the Registered Holder hereof at the close of
business on the Regular Record Date and shall be payable to the person who is
the Registered Holder hereof at the close of business on a special record date
for the payment of any such defaulted interest. Such special record date shall
be fixed by the Trustee whenever moneys become available for payment of the
defaulted interest, and notice of the special record date shall be given to the
Registered Holder hereof not less than ten days prior thereto by first-class
mail to such Registered Holder as shown on the Note Register on a date selected
by the Trustee, stating the date of the special record date and the date fixed
for the payment of such defaulted interest. The principal of, premium, if any,
and interest on this Note are payable in lawful money of the United States of
America.
This Note is one of an authorized issue of Notes (the "Notes"), issued
and to be issued by the Corporation in one or more series pursuant to an
Indenture of Trust, dated as of December 1, 1999 (as supplemented and amended,
the "Indenture"), as amended and supplemented by a First Supplemental Indenture
of Trust, dated as of December 1, 1999, a Second Supplemental Indenture of
Trust, dated as of December 1, 2000, a Third Supplemental Indenture of Trust,
dated as of July 1, 2001, and a Fourth Supplemental Indenture of Trust, dated as
of September 1, 2002 (the "Fourth Supplemental Indenture"), each between the
Corporation and U.S. Bank National Association, in Minneapolis, Minnesota, as
Trustee (the "Trustee," which term includes any successor trustee under the
Indenture). As provided in the Indenture, the Notes are issuable in series which
may vary as in the Indenture provided or permitted. This Note is one of a series
issued in an aggregate principal amount of $82,700,000 (the "Series 2002-1A [B]
Notes"). The Series 2002-1A [B] Notes are issued simultaneously with one other
series of Class A Notes issued in the aggregate principal amount of $82,700,000
(the "Series 2002-1B [A] Notes" and, together with the Series 2002-1A [B] Notes,
collectively referred to herein as the "Series 2002-1 Senior Notes"), and a
series of Class B Notes issued in the aggregate principal amount of $24,500,000
(the "Series 2002-1C Notes" and, together with the Series 2002-1 Senior Notes,
collectively referred to herein as the "Series 2002-1 Notes"). The proceeds of
the Series 2002-1 Notes will be used by the Corporation to (a) acquire student
loan notes incurred under the Higher Education Act and under certain Alternative
Loan Programs, (b) fund the Reserve Fund, (c) pay a portion of the interest
coming due on the Series 2002-1 Notes and (d) pay Costs of Issuance of the
Series 2002-1 Notes. The Series 2002-1 Senior Notes are being issued on a
parity, and are
A-2
equally and ratably secured under the Indenture, with the Corporation's Student
Loan Asset-Backed Notes, Senior Series 1999-1A and 1999-1B, issued under the
Indenture as Class A Notes in the original aggregate principal amount of
$117,000,000, the Corporation's Student Loan Asset-Backed Notes, Senior Series
2000-1A and 2000-1B, issued under the Indenture as Class A Notes in the original
aggregate principal amount of $108,200,000, and the Corporation's Student Loan
Asset-Backed Notes, Senior Series 2001-1A and 2001-1B, issued under the
Indenture as Class A Notes in the original aggregate principal amount of
$158,000,000, and the Series 2002-1C Notes are being issued on a parity, and are
equally and ratably secured under the Indenture, with the Corporation's Student
Loan Asset-Backed Notes, Subordinate Series 1999-1C, issued under the Indenture
as Class B Notes in the original principal amount of $9,300,000, the
Corporation's Student Loan Asset-Backed Notes, Subordinate Series 2000-1C,
issued under the Indenture as Class B Notes in the original principal amount of
$22,000,000, and the Corporation's Student Loan Asset-Backed Notes, Subordinate
Series 2001-1C, issued under the Indenture as Class B Notes in the original
principal amount of $23,800,000.
Reference is hereby made to the Indenture, copies of which are on file
in the principal corporate trust office of the Trustee, and to all of the
provisions of which any Registered Holder of this Note by his acceptance hereof
hereby assents, for definitions of terms; the description of and the nature and
extent of the security for the various classes of Notes and Other Obligations
secured thereunder; the student loan acquisition program being financed by the
issuance of the Notes; the revenues and other moneys pledged to the payment of
the principal of, premium, if any, and interest on the Notes and the Other
Obligations; the nature and extent and manner of enforcement of the pledge; the
conditions upon which Notes may be issued or Other Obligations may be incurred
by the Corporation thereunder, payable from such revenues and other moneys
thereunder as Senior Obligations, Subordinate Obligations or Class C Notes; the
conditions upon which the Indenture may be amended or supplemented with or
without the consent of the Holders of the Notes; the rights and remedies of the
Registered Holder hereof with respect hereto and thereto, including the
limitations upon the right of a Registered Holder hereof to institute any suit,
action or proceeding in equity or at law with respect hereto and thereto; the
rights, duties and obligations of the Corporation and the Trustee thereunder;
the terms and provisions upon which the liens, pledges, charges, trusts and
covenants made therein may be discharged at or prior to the maturity or
redemption of this Note, and this Note thereafter no longer be secured by the
Indenture, or be deemed to be Outstanding thereunder; and for the other terms
and provisions thereof. Terms used with initial capital letters but not defined
in this Note have the respective meanings given such terms in the Indenture. The
Series 2002-1 Senior Notes are being issued as, and will constitute, Class A
Notes under the Indenture. The Series 2002-1C Notes are being issued as, and
will constitute, Class B Notes under the Indenture.
The Notes and Other Obligations are limited obligations of the
Corporation, payable solely from the revenues and assets of the Corporation
pledged therefor under the Indenture, including certain notes evidencing Student
Loans and the proceeds of the Corporation's bonds, notes or other evidences of
indebtedness, if any, issued with respect to the Notes.
Interest payable on this Note shall be computed on the basis of actual
days elapsed and accrue daily from the date hereof (on the basis of a 360-day
year), and is payable on each regularly scheduled Interest Payment Date prior to
the Maturity of this Note and at the Maturity of this Note. The interest payable
on each Interest Payment Date for this Note shall be that
A-3
interest which has accrued through the last day of the last complete Interest
Period immediately preceding the Interest Payment Date or, in the case of the
Maturity of this Note, the last day preceding the date of such Maturity. The
Series 2002-1 Note Interest Rate shall be effective as of and on the first day
(whether or not a Business Day) of the applicable Interest Period and be in
effect thereafter through the end of such Interest Period.
The unpaid principal amount hereof from time to time outstanding shall
bear interest at a Series 2002-1 Note Auction Rate, as described below, payable
on each Interest Payment Date and at the Maturity hereof, such interest to
accrue from the later of the date hereof or the date through which interest has
been paid or duly provided for.
During the Initial Interest Period, this Note shall bear interest at
the Series 2002-1 Note Initial Interest Rate. Thereafter until an Auction Period
Adjustment, if any, this Note shall bear interest at a Series 2002-1 Note
Auction Rate based on an Auction Period that shall generally consist of 28 days,
all as determined in the Fourth Supplemental Indenture.
The Series 2002-1 Note Auction Rate to be borne by this Note after the
Initial Interest Period for each Auction Period until an Auction Period
Adjustment, if any, shall be the lesser of (i) the Net Loan Rate in effect for
such Auction Period, (ii) the Auction Rate determined in accordance with the
applicable provisions of the Fourth Supplemental Indenture and (iii) the Series
2002-1 Note Auction Rate Limitation.
In no event shall the Series 2002-1 Note Auction Rate on this Note
exceed the Series 2002-1 Note Auction Rate Limitation.
The Interest Period, including, without limitation, an Auction Period,
the applicable Series 2002-1 Note Auction Rate, the method of determining the
applicable Series 2002-1 Note Auction Rate on each of the Series 2002-1A [B]
Notes and the Auction Procedures related thereto, including, without limitation,
required notices thereof to the Holders or Existing Holders of the Series 2002-1
Senior Notes, an Auction Period Adjustment, a change in the Auction Date and the
Interest Payment Dates will be determined in accordance with the terms,
conditions and provisions of the Fourth Supplemental Indenture and the Auction
Agent Agreement, to which terms, conditions and provisions specific reference is
hereby made, and all of which terms, conditions and provisions are hereby
specifically incorporated herein by reference.
If the Auction Rate for the Series 2002-1A [B] Notes is greater than
the Net Loan Rate, then the Series 2002-1 Note Auction Rate applicable to the
Series 2002-1 Notes for that Interest Period will be the Net Loan Rate. If the
Series 2002-1 Note Auction Rate applicable to the Series 2002-1A [B] Notes for
any Interest Period is the Net Loan Rate, the Trustee shall determine the
Carry-Over Amount, if any, with respect to the Series 2002-1A [B] Notes for such
Interest Period. Such Carry-Over Amount shall bear interest calculated at a rate
equal to One-Month LIBOR from the Interest Payment Date for the Interest Period
with respect to which such Carry-Over Amount was calculated until paid. For
purposes of this Note, any reference to "principal" or "interest" herein shall
not include within the meaning of such words Carry-Over Amount or any interest
accrued on any such Carry-Over Amount. Such Carry-Over Amount shall be
separately calculated for each Series 2002-1A [B] Note by the Trustee during
such Interest Period in sufficient time for the Trustee to give notice to each
Holder of such Carry-Over
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Amount as required in the next succeeding sentence. On the Interest Payment Date
for an Interest Period with respect to which such Carry-Over Amount has been
calculated by the Trustee, the Trustee shall give written notice to each Holder
of the Carry-Over Amount applicable to each Holder's Series 2002-1A [B] Note,
which written notice may accompany the payment of interest by check made to each
such Holder on such Interest Payment Date or otherwise shall be mailed on such
Interest Payment Date by first class mail, postage prepaid, to each such Holder
at such Holder's address as it appears on the registration books maintained by
the Note Registrar. Such notice shall state, in addition to such Carry-Over
Amount, that, unless and until a Series 2002-1A [B] Note has been redeemed or
has been deemed no longer Outstanding under the Fourth Supplemental Indenture
(after which no Carry-Over Amount shall be paid with respect to a Series 2002-1A
[B] Note), (i) the Carry-Over Amount (and interest accrued thereon) shall be
paid by the Trustee on such Series 2002-1A [B] Note on the first occurring
Interest Payment Date for a subsequent Interest Period if and to the extent that
(l) the Eligible Carry-Over Make-Up Amount with respect to such Interest Period
is greater than zero, and (2) moneys are available pursuant to the terms of the
Fourth Supplemental Indenture to pay such Carry-Over Amount (and interest
accrued thereon), and (ii) interest shall accrue on the Carry-Over Amount at a
per annum rate equal to One-Month LIBOR until such Carry-Over Amount is paid in
full or is cancelled.
The Carry-Over Amount for the Series 2002-1A [B] Notes shall be paid by
the Trustee on Outstanding Series 2002-1A [B] Notes on the first occurring
Interest Payment Date for a subsequent Interest Period if and to the extent that
(i) the Eligible Carry-Over Make-Up Amount with respect to such Interest Period
is greater than zero, and (ii) moneys in the Surplus Account are available on
such Interest Payment Date for transfer to the Interest Account for such purpose
in accordance with the applicable provisions of the Indenture, after taking into
account all other amounts payable from the Surplus Fund on such Interest Payment
Date. Any Carry-Over Amount (and any interest accrued thereon) which is unpaid
as of an Interest Payment Date with respect to any Series 2002-1A [B] Note,
which Series 2002-1A [B] Note is to be redeemed or deemed no longer Outstanding
under the Fourth Supplemental Indenture on such Interest Payment Date, shall be
paid to the Holder thereof on such Interest Payment Date to the extent that
moneys are available therefor in accordance with the provisions of the preceding
clause (ii); provided, however, that any Carry-Over Amount (and any interest
accrued thereon) which is not so paid on such Interest Payment Date shall be
cancelled with respect to such Series 2002-1A [B] Note on such Interest Payment
Date and shall not be paid on any succeeding Interest Payment Date. To the
extent that any portion of the Carry-Over Amount (and any interest accrued
thereon) remains unpaid after payment of a portion thereof, such unpaid portion
shall be paid in whole or in part as required hereunder until fully paid by the
Trustee on the next occurring Interest Payment Date or Dates, as necessary, for
a subsequent Interest Period or Periods, if and to the extent that the
conditions in the first sentence of this paragraph are satisfied. On any
Interest Payment Date on which the Trustee pays less than all of the Carry-Over
Amount (and any interest accrued thereon) with respect to a Series 2002-1A [B]
Note, the Trustee shall give written notice in the manner set forth in the
immediately preceding paragraph to the Holder of such Series 2002-1A [B] Note of
the Carry-Over Amount remaining unpaid on such Series 2002-1A [B] Note.
The Interest Payment Date in such subsequent Interest Period on which
such Carry-Over Amount for the Series 2002-1A [B] Notes shall be paid shall be
determined by the Trustee in
A-5
accordance with the provisions of the immediately preceding paragraph, and the
Trustee shall make payment of the Carry-Over Amount in the same manner as, and
from the same Account from which, it pays interest on the Series 2002-1A [B]
Notes on an Interest Payment Date.
By purchasing Series 2002-1A [B] Notes, whether in an Auction or
otherwise, each purchaser of the Series 2002-1A [B] Notes, or its Broker-Dealer,
must agree and shall be deemed by such purchase to have agreed (i) to
participate in Auctions on the terms described in the Fourth Supplemental
Indenture, (ii) to have its beneficial ownership of the Series 2002-1A [B] Notes
maintained at all times in Book-Entry Form for the account of its Participant,
which in turn will maintain records of such beneficial ownership, and (iii) to
authorize such Participant to disclose to the Auction Agent such information
with respect to such beneficial ownership as the Auction Agent may request. So
long as the ownership of Series 2002-1A [B] Notes is maintained in Book-Entry
Form by the Securities Depository, an Existing Holder may sell, transfer or
otherwise dispose of Series 2002-1A [B] Notes only pursuant to a Bid or Sell
Order placed in an Auction or otherwise sell, transfer or dispose of Series
2002-1A [B] Notes through a Broker-Dealer, provided that, in the case of all
transfers other than pursuant to Auctions, such Existing Holder, its
Broker-Dealer or its Participant advises the Auction Agent of such transfer.
The determination of a Series 2002-1 Note Interest Rate by the Auction
Agent or any other authorized Person pursuant to the provisions of the Fourth
Supplemental Indenture shall be conclusive and binding on the Holders of the
Series 2002-1A [B] Notes to which such Series 2002-1 Note Interest Rate applies,
and the Corporation and the Trustee may rely thereon for all purposes.
Notwithstanding any provision of this Note to the contrary, in no event
shall the cumulative amount of interest paid or payable on this Note (including
interest calculated as provided herein, plus any other amounts that constitute
interest on this Note under applicable law, which are contracted for, charged,
reserved, taken or received pursuant to this Note or related documents)
calculated from the date of issuance of this Note through any subsequent day
during the term of this Note or otherwise prior to payment in full of this Note
exceed the amount permitted by applicable law. If the applicable law is ever
judicially interpreted so as to render usurious any amount called for under this
Note or related documents or otherwise contracted for, charged, reserved, taken
or received in connection with this Note, or if the redemption or acceleration
of the maturity of this Note results in payment to or receipt by the Registered
Holder or any former Registered Holder hereof of any interest in excess of that
permitted by applicable law, then notwithstanding any provision of this Note or
related documents to the contrary all excess amounts theretofore paid or
received with respect to this Note shall be credited on the principal balance of
this Note (or, if this Note has been paid or would thereby be paid in full,
refunded by the recipient thereof), and the provisions of this Note and related
documents shall immediately be deemed reformed and the amounts thereafter
collectible hereunder and thereunder reduced, without the necessity of the
execution of any new document, so as to comply with the applicable law, but so
as to permit the recovery of the fullest amount otherwise called for under this
Note and under the related documents.
Subject to compliance with the provisions of the Indenture relating to
certain asset requirements, Outstanding Series 2002-1 Notes shall be redeemed,
in part, on the first regularly scheduled Interest Payment Date occurring after
January 16, 2003 for which notice can be given
A-6
in accordance with the requirements of the Fourth Supplemental Indenture, at a
Redemption Price equal to 100% of the principal amount of Series 2002-1 Notes so
redeemed, from proceeds of the Series 2002-1 Notes constituting a portion of the
Balance of the Acquisition Fund that have not been used to acquire Eligible
Loans and from that portion of the Reserve Fund which, if left in the Reserve
Fund upon such redemption, would cause the Balance in the Reserve Fund to exceed
the Reserve Fund Requirement, calculated giving effect to such redemption.
Subject to compliance with the provisions of the Indenture relating to
certain asset requirements, Outstanding Series 2002-1A [B] Notes shall be
redeemed on any regularly scheduled Interest Payment Date, in whole or in part,
at a Redemption Price equal to 100% of the principal amount thereof to be
redeemed, from that portion of the balance of the Series 2002-1 Surplus
Subaccount that has been on deposit therein for at least 12 months, has not been
used to acquire Student Loans and as to which the Corporation has failed to
certify to the Trustee is necessary to pay debt service on the Outstanding Notes
or on Outstanding Other Obligations, Carry-Over Amounts, including accrued
interest thereon, with respect to Outstanding Notes, Administrative Expenses or
Note Fees or to make required deposits to the Indemnification Fund.
Subject to compliance with the provisions of the Indenture relating to
certain asset requirements and certain other requirements, Outstanding Series
2002-1A [B] Notes may, at the option of the Corporation, be redeemed on any
regularly scheduled Interest Payment Date, in whole or in part, at a Redemption
Price equal to 100% of the principal amount thereof to be redeemed, from amounts
credited to the Retirement Account for such purpose.
If not all Series 2002-1 Notes are to be redeemed, the particular
Series 2002-1 Notes to be redeemed are to be selected as provided in the
Indenture.
Notice of redemption shall be given by first-class mail mailed at least
15 days before the Redemption Date to each Holder of Series 2002-1A [B] Notes to
be redeemed at his last address appearing on the Note Register; but no defect in
or failure to give such notice of redemption shall affect the validity of
proceedings for redemption of any Series 2002-1A [B] Notes not affected by such
defect or failure. All Series 2002-1A [B] Notes so called for redemption will
cease to bear interest on such Redemption Date, provided funds for their
redemption have been duly deposited, and, except for the purpose of payment,
shall no longer be protected by the Indenture and shall not be deemed
Outstanding thereunder.
It is provided in the Indenture that Series 2002-1A [B] Notes of a
denomination larger than $50,000 may be redeemed in part ($50,000 or an integral
multiple thereof) and that upon any partial redemption of any such Series
2002-1A [B] Note the same shall be surrendered in exchange for one or more new
Notes of the same series in authorized form for the unredeemed portion of
principal.
If provision is made for the payment of principal of, premium, if any,
and interest on this Note in accordance with the Indenture, this Note shall no
longer be deemed Outstanding under the Indenture, shall cease to be entitled to
the benefits of the Indenture and shall thereafter be payable solely from the
funds provided for such payment.
A-7
If an Event of Default shall occur, the principal of all the
Outstanding Notes may and, under certain circumstances, shall be declared due
and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Notes and Other Beneficiaries
under the Indenture at any time by the Corporation with, among other things, the
consent of the Holders of two-thirds of the aggregate principal amount of Class
A Notes at the time Outstanding, if affected thereby, and the consent of the
Holders of two-thirds of the aggregate principal amount of Class B Notes at the
time Outstanding, if affected thereby. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Class A Notes at the time Outstanding or Other Senior Beneficiaries or, if
no Senior Obligations are Outstanding, the Holders of specified percentages in
aggregate principal amount of the Class B Notes at the time Outstanding or Other
Subordinate Beneficiaries, on behalf of the Holders of all the Notes, to waive
certain past defaults under the Indenture and their consequences. Any such
consent or waiver shall be conclusive and binding upon the Registered Holder of
this Note and upon all future Registered Holders hereof and of any Note issued
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Note.
This Note is transferable by the Registered Holder hereof upon
surrender of this Note for transfer at the Principal Office of the Note
Registrar (which shall be the Trustee unless and until an Authenticating Agent
becomes the Note Registrar under the Indenture) or at the Principal Office of a
duly appointed Authenticating Agent (the "Authenticating Agent," which term
includes any successor Authenticating Agent under the Indenture), duly endorsed
or accompanied by a written instrument of transfer in form satisfactory to the
Note Registrar or such Authenticating Agent, as the case may be, and executed by
the Registered Holder hereof or his attorney duly authorized in writing, with
signature guarantees satisfactory to the Note Registrar or such Authenticating
Agent, as the case may be. Thereupon the Corporation shall execute and the
Trustee or the Authenticating Agent, as the case may be, shall authenticate and
deliver, in exchange for this Note, one or more new fully registered Notes in
the name of the transferee, of an authorized denomination, in aggregate
principal amount equal to the principal amount of this Note, of the same series
and bearing interest at the same rate. This Note may also be exchanged for one
or more other Notes of the same series upon surrender hereof at the Principal
Office of the Note Registrar or the Principal Office of an Authenticating Agent.
No Authenticating Agent will be initially appointed with respect to the Series
2002-1A [B] Notes. Notwithstanding the foregoing provisions of this paragraph,
no Series 2002-1A [B] Note shall be required to be transferred, (i) during a
period beginning at the opening of business fifteen days before any selection of
Series 2002-1A [B] Notes for redemption and ending at the close of business on
the day of such selection, or (ii) if such Series 2002-1A [B] Note has been
selected for redemption in whole or in part.
The Corporation may require payment by the Registered Holder hereof of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of this Note, other than
certain exchanges specifically exempted under the Indenture and not involving
any transfer.
A-8
The Corporation, the Trustee, each Paying Agent, any Authenticating
Agent, the Note Registrar and any other agent of the Corporation may treat the
Person in whose name this Note is registered on the Note Register as the
absolute owner hereof for all purposes, whether or not this Note is overdue, and
neither the Corporation, the Trustee, any Paying Agent, any Authenticating
Agent, the Note Registrar nor any other such agent shall be affected by notice
to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND DECLARED that all acts,
conditions and things required to have happened, to exist and to have been
performed precedent to and in the issuance of this Note have happened, do exist,
and have been performed in regular and due time, form and manner as so required.
This Note shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been signed by the Trustee or by the
Authenticating Agent by the manual signature of one of its authorized
representatives.
A-9
IN WITNESS WHEREOF, the Corporation has caused this Note to be executed in
its name by the manual signatures of its President and Secretary.
Dated:_________________________ EDUCATION LOANS INCORPORATED
____________________________
President
____________________________
Secretary
__________________________
CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes of the series designated therein and issued
under the provisions of the within-mentioned Indenture.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By_____________________________
Authorized Representative
A-10
_______________________________
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
_____________________ the within Note and irrevocably appoints ________________,
attorney-in-fact, to transfer the within Note on the books kept for registration
thereof, with full power of substitution in the premises.
Dated________________________
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER ________________________________
OF ASSIGNEE NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Note in every
_____________________________ particular, without any
alteration whatsoever.
SIGNATURE GUARANTEED:
____________________________
X-00
XXXXXXX X
XXXX XX XXXXXX 0000-0X NOTES
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
EDUCATION LOANS INCORPORATED
STUDENT LOAN ASSET-BACKED NOTE
SUBORDINATE SERIES 2002-1C
CLASS B
No. R_____ $________
Stated Date of Original Interest
Maturity Date Issue Rate CUSIP
December 1, 2035 September 19, 2002 Variable ______
REGISTERED HOLDER: CEDE & CO.
PRINCIPAL AMOUNT:
FOR VALUE RECEIVED, EDUCATION LOANS INCORPORATED, a corporation organized
under the laws of the State of Delaware (the "Corporation," which term includes
any successor corporation under the Indenture hereinafter referred to),
acknowledges itself indebted and hereby promises to pay to the registered holder
specified above, or registered assigns (the "Registered Holder"), but solely
from the revenues and receipts hereinafter specified and not otherwise, the
Principal Amount specified above on the Stated Maturity Date specified above
(subject to the right of prior redemption hereinafter mentioned), upon
presentation and surrender of this Note at the Principal Office of the Trustee
(as hereinafter defined), as Paying Agent for the Series 2002-1 Notes (as
hereinafter defined), or a duly appointed successor Paying Agent, and to pay
interest on said Principal Amount, but solely from the revenues and receipts
hereinafter specified and not otherwise, to the Registered Holder hereof from
the date hereof until the payment of said Principal Amount has been made or duly
provided for, payable on each
B-1
Interest Payment Date and at Maturity, at the Series 2002-1 Note Interest Rate
(as hereinafter described), and at the same rate per annum (to the extent that
the payment of such interest shall be legally enforceable) on overdue
installments of interest. Payment of interest on this Note on each regularly
scheduled Interest Payment Date shall be made by check or draft drawn upon the
Paying Agent and mailed to the person who is the Registered Holder hereof as of
5:00 p.m. in the city in which the Principal Office of the Note Registrar is
located on the applicable Regular Record Date at the address of such Registered
Holder as it appears on the Note Register maintained by the Note Registrar, or,
if the Registered Holder of this Note is the Registered Holder of Series 2002-1
Notes in the aggregate principal amount of $1,000,000 or more, at the direction
of such Registered Holder received by the Paying Agent by 5:00 p.m. in the city
in which the Principal Office of the Paying Agent is located on the last
Business Day preceding the applicable Regular Record Date, by electronic
transfer by the Paying Agent in immediately available funds to an account
designated by such Registered Holder. In addition, premium, if any, and interest
on this Note are payable at the Maturity hereof in the same manner as the
principal hereof, unless the date of such maturity is a regularly scheduled
Interest Payment Date, in which event interest is payable in the manner set
forth in the preceding sentence. Any interest not so timely paid or duly
provided for shall cease to be payable to the person who is the Registered
Holder hereof at the close of business on the Regular Record Date and shall be
payable to the person who is the Registered Holder hereof at the close of
business on a special record date for the payment of any such defaulted
interest. Such special record date shall be fixed by the Trustee whenever moneys
become available for payment of the defaulted interest, and notice of the
special record date shall be given to the Registered Holder hereof not less than
ten days prior thereto by first-class mail to such Registered Holder as shown on
the Note Register on a date selected by the Trustee, stating the date of the
special record date and the date fixed for the payment of such defaulted
interest. The principal of, premium, if any, and interest on this Note are
payable in lawful money of the United States of America.
This Note is one of an authorized issue of Notes (the "Notes"), issued
and to be issued by the Corporation in one or more series pursuant to an
Indenture of Trust, dated as of December 1, 1999 (as supplemented and amended,
the "Indenture"), as amended and supplemented by a First Supplemental Indenture
of Trust, dated as of December 1, 1999, a Second Supplemental Indenture of
Trust, dated as of December 1, 2000, a Third Supplemental Indenture of Trust,
dated as of July 1, 2001, and a Fourth Supplemental Indenture of Trust, dated as
of September 1, 2002 (the "Fourth Supplemental Indenture"), each between the
Corporation and U.S. Bank National Association, in Minneapolis, Minnesota, as
Trustee (the "Trustee," which term includes any successor trustee under the
Indenture). As provided in the Indenture, the Notes are issuable in series which
may vary as in the Indenture provided or permitted. This Note is one of a series
of Class B Notes issued in an aggregate principal amount of $24,500,000 (the
"Series 2002-1C Notes"). The Series 2002-1C Notes are issued simultaneously with
two series of Class A Notes issued in the aggregate principal amount of
$165,400,000 (the "Series 2002-1 Senior Notes" and, together with the Series
2002-1C Notes, collectively referred to herein as the "Series 2002-1 Notes").
The proceeds of the Series 2002-1 Notes will be used by the Corporation to (a)
acquire student loan notes incurred under the Higher Education Act and under
certain Alternative Loan Programs, (b) fund the Reserve Fund, (c) pay a portion
of the interest coming due on the Series 2002-1 Notes and (d) pay Costs of
Issuance of the Series 2002-1 Notes. The Series 2002-1 Senior Notes are being
issued on a parity, and are equally and ratably secured under the Indenture,
with the Corporation's Student Loan Asset-Backed Notes, Senior Series 1999-1A
and
B-2
1999-1B, issued under the Indenture as Class A Notes in the original aggregate
principal amount of $117,000,000, the Corporation's Student Loan Asset-Backed
Notes, Senior Series 2000-1A and 2000-1B, issued under the Indenture as Class A
Notes in the original aggregate principal amount of $108,200,000, and the
Corporation's Student Loan Asset-Backed Notes, Senior Series 2001-1A and
2001-1B, issued under the Indenture as Class A Notes in the original aggregate
principal amount of $158,000,000 (the "Prior Senior Notes"), and the Series
2002-1C Notes are being issued on a parity, and are equally and ratably secured
under the Indenture, with the Corporation's Student Loan Asset-Backed Notes,
Subordinate Series 1999-1C, issued under the Indenture as Class B Notes in the
original principal amount of $9,300,000, the Corporation's Student Loan
Asset-Backed Notes, Subordinate Series 2000-1C, issued under the Indenture as
Class B Notes in the original principal amount of $22,000,000, and the
Corporation's Student Loan Asset-Backed Notes, Subordinate Series 2001-1C,
issued under the Indenture as Class B Notes in the original principal amount of
$23,800,000.
Reference is hereby made to the Indenture, copies of which are on file
in the principal corporate trust office of the Trustee, and to all of the
provisions of which any Registered Holder of this Note by his acceptance hereof
hereby assents, for definitions of terms; the description of and the nature and
extent of the security for the various classes of Notes and Other Obligations
secured thereunder; the student loan acquisition program being financed by the
issuance of the Notes; the revenues and other moneys pledged to the payment of
the principal of, premium, if any, and interest on the Notes and the Other
Obligations; the nature and extent and manner of enforcement of the pledge; the
conditions upon which Notes may be issued or Other Obligations may be incurred
by the Corporation thereunder, payable from such revenues and other moneys
thereunder as Senior Obligations, Subordinate Obligations or Class C Notes; the
conditions upon which the Indenture may be amended or supplemented with or
without the consent of the Holders of the Notes; the rights and remedies of the
Registered Holder hereof with respect hereto and thereto, including the
limitations upon the right of a Registered Holder hereof to institute any suit,
action or proceeding in equity or at law with respect hereto and thereto; the
rights, duties and obligations of the Corporation and the Trustee thereunder;
the terms and provisions upon which the liens, pledges, charges, trusts and
covenants made therein may be discharged at or prior to the maturity or
redemption of this Note, and this Note thereafter no longer be secured by the
Indenture, or be deemed to be Outstanding thereunder; and for the other terms
and provisions thereof. Terms used with initial capital letters but not defined
in this Note have the respective meanings given such terms in the Indenture. The
Series 2002-1 Senior Notes are being issued as, and will constitute, Class A
Notes under the Indenture. The Series 2002-1C Notes are being issued as, and
will constitute, Class B Notes under the Indenture.
The Notes and Other Obligations are limited obligations of the
Corporation, payable solely from the revenues and assets of the Corporation
pledged therefor under the Indenture, including certain notes evidencing Student
Loans and the proceeds of the Corporation's bonds, notes or other evidences of
indebtedness, if any, issued with respect to the Notes.
The Series 2002-1C Notes constitute Class B Notes under the Indenture
which are subordinated in right of payment, the direction of remedies and
certain other matters in accordance with the terms of the Indenture to the
rights of the Holders of Class A Notes issued from time to time under the
Indenture (including, without limitation, the Prior Senior Notes and the Series
2002-1 Senior Notes) and Other Senior Beneficiaries thereunder. A failure to pay
B-3
principal of, premium, if any, or interest on this Class B Note will not
constitute an Event of Default under the Indenture if any Senior Obligation is
Outstanding.
Interest payable on this Note shall be computed on the basis of actual
days elapsed and accrue daily from the date hereof (on the basis of a 360-day
year), and is payable on each regularly scheduled Interest Payment Date prior to
the Maturity hereof and at the Maturity hereof. The interest payable on each
Interest Payment Date for this Note shall be that interest which has accrued
through the last day of the last complete Interest Period immediately preceding
the Interest Payment Date or, in the case of the Maturity hereof, the last day
preceding the date of such Maturity. The Series 2002-1 Note Interest Rate shall
be effective as of and on the first day (whether or not a Business Day) of the
applicable Interest Period and be in effect thereafter through the end of such
Interest Period.
The unpaid principal amount hereof from time to time outstanding shall
bear interest at a Series 2002-1 Note Auction Rate, as described below, payable
on each Interest Payment Date and at the Maturity hereof, such interest to
accrue from the later of the date hereof or the date through which interest has
been paid or duly provided for.
During the Initial Interest Period, this Note shall bear interest at
the Series 2002-1 Note Initial Interest Rate. Thereafter until an Auction Period
Adjustment, if any, this Note shall bear interest at a Series 2002-1 Note
Auction Rate based on an Auction Period that shall generally consist of 28 days,
all as determined in the Fourth Supplemental Indenture.
The Series 2002-1 Note Auction Rate to be borne by this Note after the
Initial Interest Period for each Auction Period until an Auction Period
Adjustment, if any, shall be the lesser of (i) the Net Loan Rate in effect for
such Auction Period, (ii) the Auction Rate determined in accordance with the
applicable provisions of the Fourth Supplemental Indenture and (iii) the Series
2002-1 Note Auction Rate Limitation.
In no event shall the Series 2002-1 Note Auction Rate on this Note
exceed the Series 2002-1 Note Auction Rate Limitation.
The Interest Period, including, without limitation, an Auction Period,
the applicable Series 2002-1 Note Auction Rate, the method of determining the
applicable Series 2002-1 Note Auction Rate on each of the Series 2002-1C Notes
and the Auction Procedures related thereto, including, without limitation,
required notices thereof to the Holders or Existing Holders of the Series 2002-1
Senior Notes, an Auction Period Adjustment, a change in the Auction Date and the
Interest Payment Dates will be determined in accordance with the terms,
conditions and provisions of the Fourth Supplemental Indenture and the Auction
Agent Agreement, to which terms, conditions and provisions specific reference is
hereby made, and all of which terms, conditions and provisions are hereby
specifically incorporated herein by reference.
If the Auction Rate for the Series 2002-1C Notes is greater than the
Net Loan Rate, then the Series 2002-1 Note Auction Rate applicable to the Series
2002-1 Notes for that Interest Period will be the Net Loan Rate. If the Series
2002-1 Note Auction Rate applicable to the Series 2002-1C Notes for any Interest
Period is the Net Loan Rate, the Trustee shall determine the Carry-Over Amount,
if any, with respect to the Series 2002-1C Notes for such Interest
B-4
Period. Such Carry-Over Amount shall bear interest calculated at a rate equal to
One-Month LIBOR from the Interest Payment Date for the Interest Period with
respect to which such Carry-Over Amount was calculated until paid. For purposes
of this Note, any reference to "principal" or "interest" herein shall not
include within the meaning of such words Carry-Over Amount or any interest
accrued on any such Carry-Over Amount. Such Carry-Over Amount shall be
separately calculated for each Series 2002-1C Note by the Trustee during such
Interest Period in sufficient time for the Trustee to give notice to each Holder
of such Carry-Over Amount as required in the next succeeding sentence. On the
Interest Payment Date for an Interest Period with respect to which such
Carry-Over Amount has been calculated by the Trustee, the Trustee shall give
written notice to each Holder of the Carry-Over Amount applicable to each
Holder's Series 2002-1C Note, which written notice may accompany the payment of
interest by check made to each such Holder on such Interest Payment Date or
otherwise shall be mailed on such Interest Payment Date by first class mail,
postage prepaid, to each such Holder at such Holder's address as it appears on
the registration books maintained by the Note Registrar. Such notice shall
state, in addition to such Carry-Over Amount, that, unless and until a Series
2002-1C Note has been redeemed or has been deemed no longer Outstanding under
the Fourth Supplemental Indenture (after which no Carry-Over Amount shall be
paid with respect to a Series 2002-1C Note), (i) the Carry-Over Amount (and
interest accrued thereon) shall be paid by the Trustee on such Series 2002-1C
Note on the first occurring Interest Payment Date for a subsequent Interest
Period if and to the extent that (l) the Eligible Carry-Over Make-Up Amount with
respect to such Interest Period is greater than zero, and (2) moneys are
available pursuant to the terms of the Fourth Supplemental Indenture to pay such
Carry-Over Amount (and interest accrued thereon), and (ii) interest shall accrue
on the Carry-Over Amount at a per annum rate equal to One-Month LIBOR until such
Carry-Over Amount is paid in full or is cancelled.
The Carry-Over Amount for the Series 2002-1C Notes shall be paid by the
Trustee on Outstanding Series 2002-1C Notes on the first occurring Interest
Payment Date for a subsequent Interest Period if and to the extent that (i) the
Eligible Carry-Over Make-Up Amount with respect to such Interest Period is
greater than zero, and (ii) moneys in the Surplus Account are available on such
Interest Payment Date for transfer to the Interest Account for such purpose in
accordance with the applicable provisions of the Indenture, after taking into
account all other amounts payable from the Surplus Fund on such Interest Payment
Date. Any Carry-Over Amount (and any interest accrued thereon) which is unpaid
as of an Interest Payment Date with respect to any Series 2002-1C Note, which
Series 2002-1C Note is to be redeemed or deemed no longer Outstanding under the
Fourth Supplemental Indenture on such Interest Payment Date, shall be paid to
the Holder thereof on such Interest Payment Date to the extent that moneys are
available therefor in accordance with the provisions of the preceding clause
(ii); provided, however, that any Carry-Over Amount (and any interest accrued
thereon) which is not so paid on such Interest Payment Date shall be cancelled
with respect to such Series 2002-1C Note on such Interest Payment Date and shall
not be paid on any succeeding Interest Payment Date. To the extent that any
portion of the Carry-Over Amount (and any interest accrued thereon) remains
unpaid after payment of a portion thereof, such unpaid portion shall be paid in
whole or in part as required hereunder until fully paid by the Trustee on the
next occurring Interest Payment Date or Dates, as necessary, for a subsequent
Interest Period or Periods, if and to the extent that the conditions in the
first sentence of this paragraph are satisfied. On any Interest Payment Date on
which the Trustee pays less than all of the Carry-Over Amount (and any interest
accrued thereon) with respect to a Series 2002-1C Note, the Trustee shall give
written notice in the
B-5
manner set forth in the immediately preceding paragraph to the Holder of such
Series 2002-1C Note of the Carry-Over Amount remaining unpaid on such Series
2002-1C Note.
The Interest Payment Date in such subsequent Interest Period on which
such Carry-Over Amount for the Series 2002-1C Notes shall be paid shall be
determined by the Trustee in accordance with the provisions of the immediately
preceding paragraph, and the Trustee shall make payment of the Carry-Over Amount
in the same manner as, and from the same Account from which, it pays interest on
the Series 2002-1C Notes on an Interest Payment Date.
By purchasing Series 2002-1C Notes, whether in an Auction or otherwise,
each purchaser of the Series 2002-1C Notes, or its Broker-Dealer, must agree and
shall be deemed by such purchase to have agreed (i) to participate in Auctions
on the terms described in the Fourth Supplemental Indenture, (ii) to have its
beneficial ownership of the Series 2002-1C Notes maintained at all times in
Book-Entry Form for the account of its Participant, which in turn will maintain
records of such beneficial ownership, and (iii) to authorize such Participant to
disclose to the Auction Agent such information with respect to such beneficial
ownership as the Auction Agent may request. So long as the ownership of Series
2002-1C Notes is maintained in Book-Entry Form by the Securities Depository, an
Existing Holder may sell, transfer or otherwise dispose of Series 2002-1C Notes
only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell,
transfer or dispose of Series 2002-1C Notes through a Broker-Dealer, provided
that, in the case of all transfers other than pursuant to Auctions, such
Existing Holder, its Broker-Dealer or its Participant advises the Auction Agent
of such transfer.
The determination of a Series 2002-1 Note Interest Rate by the Auction
Agent or any other authorized Person pursuant to the provisions of the Fourth
Supplemental Indenture shall be conclusive and binding on the Holders of the
Series 2002-1C Notes to which such Series 2002-1 Note Interest Rate applies, and
the Corporation and the Trustee may rely thereon for all purposes.
Notwithstanding any provision of this Note to the contrary, in no event
shall the cumulative amount of interest paid or payable on this Note (including
interest calculated as provided herein, plus any other amounts that constitute
interest on this Note under applicable law, which are contracted for, charged,
reserved, taken or received pursuant to this Note or related documents)
calculated from the date of issuance of this Note through any subsequent day
during the term of this Note or otherwise prior to payment in full of this Note
exceed the amount permitted by applicable law. If the applicable law is ever
judicially interpreted so as to render usurious any amount called for under this
Note or related documents or otherwise contracted for, charged, reserved, taken
or received in connection with this Note, or if the redemption or acceleration
of the maturity of this Note results in payment to or receipt by the Registered
Holder or any former Registered Holder hereof of any interest in excess of that
permitted by applicable law, then notwithstanding any provision of this Note or
related documents to the contrary all excess amounts theretofore paid or
received with respect to this Note shall be credited on the principal balance of
this Note (or, if this Note has been paid or would thereby be paid in full,
refunded by the recipient thereof), and the provisions of this Note and related
documents shall immediately be deemed reformed and the amounts thereafter
collectible hereunder and thereunder reduced, without the necessity of the
execution of any new document, so as to comply
B-6
with the applicable law, but so as to permit the recovery of the fullest amount
otherwise called for under this Note and under the related documents.
Subject to compliance with the provisions of the Indenture relating to
certain asset requirements, Outstanding Series 2002-1 Notes shall be redeemed,
in part, on the first regularly scheduled Interest Payment Date occurring after
January 16, 2003 for which notice can be given in accordance with the
requirements of the Fourth Supplemental Indenture, at a Redemption Price equal
to 100% of the principal amount of Series 2002-1 Notes so redeemed, from
proceeds of the Series 2002-1 Notes constituting a portion of the Balance of the
Acquisition Fund that have not been used to acquire Eligible Loans and from that
portion of the Reserve Fund which, if left in the Reserve Fund upon such
redemption, would cause the Balance in the Reserve Fund to exceed the Reserve
Fund Requirement, calculated giving effect to such redemption.
Subject to compliance with the provisions of the Indenture relating to
certain asset requirements, Outstanding Series 2002-1C Notes shall be redeemed
on any regularly scheduled Interest Payment Date, in whole or in part, at a
Redemption Price equal to 100% of the principal amount thereof to be redeemed,
from that portion of the balance of the Series 2002-1 Surplus Subaccount that
has been on deposit therein for at least 12 months, has not been used to acquire
Student Loans and as to which the Corporation has failed to certify to the
Trustee is necessary to pay debt service on the Outstanding Notes or on
Outstanding Other Obligations, Carry-Over Amounts, including accrued interest
thereon, with respect to Outstanding Notes, Administrative Expenses or Note Fees
or to make required deposits to the Indemnification Fund.
Subject to compliance with the provisions of the Indenture relating to
certain asset requirements and certain other requirements, Outstanding Series
2002-1C Notes may, at the option of the Corporation, be redeemed on any
regularly scheduled Interest Payment Date, in whole or in part, at a Redemption
Price equal to 100% of the principal amount thereof to be redeemed, from amounts
credited to the Retirement Account for such purpose.
If not all Series 2002-1 Notes are to be redeemed, the particular
Series 2002-1 Notes to be redeemed are to be selected as provided in the
Indenture.
Notice of redemption shall be given by first-class mail mailed at least
15 days before the Redemption Date to each Holder of Series 2002-1C Notes to be
redeemed at his last address appearing on the Note Register; but no defect in or
failure to give such notice of redemption shall affect the validity of
proceedings for redemption of any Note not affected by such defect or failure.
All Series 2002-1C Notes so called for redemption will cease to bear interest on
such Redemption Date, provided funds for their redemption have been duly
deposited, and, except for the purpose of payment, shall no longer be protected
by the Indenture and shall not be deemed Outstanding thereunder.
It is provided in the Indenture that Series 2002-1C Notes of a
denomination larger than $50,000 may be redeemed in part ($50,000 or an integral
multiple thereof) and that upon any partial redemption of any such Series
2002-1C Note the same shall be surrendered in exchange for one or more new Notes
of the same series in authorized form for the unredeemed portion of principal.
B-7
If provision is made for the payment of principal of, premium, if any,
and interest on this Note in accordance with the Indenture, this Note shall no
longer be deemed Outstanding under the Indenture, shall cease to be entitled to
the benefits of the Indenture and shall thereafter be payable solely from the
funds provided for such payment.
If an Event of Default shall occur, the principal of all the
Outstanding Notes may and, under certain circumstances, shall be declared due
and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Notes and Other Beneficiaries
under the Indenture at any time by the Corporation with, among other things, the
consent of the Holders of two-thirds of the aggregate principal amount of Class
A Notes at the time Outstanding, if affected thereby, and with the consent of
the Holders of two-thirds of the aggregate principal amount of Class B Notes at
the time Outstanding, if affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Class A Notes at the time Outstanding or Other Senior
Beneficiaries or, if no Senior Obligations are Outstanding, the Holders of
specified percentages in aggregate principal amount of the Class B Notes at the
time Outstanding or Other Subordinate Beneficiaries, on behalf of the Holders of
all the Notes, to waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive and binding upon
the Registered Holder of this Note and upon all future Registered Holders hereof
and of any Note issued in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
This Note is transferable by the Registered Holder hereof upon
surrender of this Note for transfer at the Principal Office of the Note
Registrar (which shall be the Trustee unless and until an Authenticating Agent
becomes the Note Registrar under the Indenture) or at the Principal Office of a
duly appointed Authenticating Agent (the "Authenticating Agent," which term
includes any successor Authenticating Agent under the Indenture), duly endorsed
or accompanied by a written instrument of transfer in form satisfactory to the
Note Registrar or the Authenticating Agent, as the case may be, and executed by
the Registered Holder hereof or his attorney duly authorized in writing, with
signature guarantees satisfactory to the Note Registrar or the Authenticating
Agent, as the case may be. Thereupon the Corporation shall execute and the
Trustee or the Authenticating Agent, as the case may be, shall authenticate and
deliver, in exchange for this Note, one or more new fully registered Notes in
the name of the transferee, of an authorized denomination, in aggregate
principal amount equal to the principal amount of this Note, of the same series
and bearing interest at the same rate. This Note may also be exchanged for one
or more other Notes of the same series upon surrender hereof at the Principal
Office of the Note Registrar or the Principal Office of an Authenticating Agent.
No Authenticating Agent will be initially appointed with respect to the Series
2002-1C Notes. Notwithstanding the foregoing provisions of this paragraph, no
Series 2002-1C Note shall be required to be transferred, (i) during a period
beginning at the opening of business fifteen days before any selection of Series
2002-1C Notes for redemption and ending at the close of business on the day of
such selection, or (ii) if such Series 2002-1C Note has been selected for
redemption in whole or in part.
B-8
The Corporation may require payment by the Registered Holder hereof of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of this Note, other than
certain exchanges specifically exempted under the Indenture and not involving
any transfer.
The Corporation, the Trustee, each Paying Agent, any Authenticating
Agent, the Note Registrar and any other agent of the Corporation may treat the
Person in whose name this Note is registered on the Note Register as the
absolute owner hereof for all purposes, whether or not this Note is overdue, and
neither the Corporation, the Trustee, any Paying Agent, any Authenticating
Agent, the Note Registrar nor any other such agent shall be affected by notice
to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND DECLARED that all acts,
conditions and things required to have happened, to exist and to have been
performed precedent to and in the issuance of this Note have happened, do exist,
and have been performed in regular and due time, form and manner as so required.
This Note shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Indenture until the Certificate of
Authentication hereon shall have been signed by the Trustee or by the
Authenticating Agent by the manual signature of one of its authorized
representatives.
B-9
IN WITNESS WHEREOF, the Corporation has caused this Note to be executed in
its name by the manual signatures of its President and Secretary.
Dated:__________________________ EDUCATION LOANS INCORPORATED
____________________________
President
____________________________
Secretary
______________________
CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes of the series designated therein and issued
under the provisions of the within-mentioned Indenture.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By______________________________
Authorized Representative
B-10
_____________________________
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
_____________________ the within Note and irrevocably appoints ________________,
attorney-in-fact, to transfer the within Note on the books kept for registration
thereof, with full power of substitution in the premises.
Dated_________________________
PLEASE INSERT SOCIAL SECURITY ______________________________
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE NOTICE: The signature to this
assignment must correspond
with the name as it appears
upon the face of the within
Note in every particular,
______________________________ without any alteration
whatsoever.
SIGNATURE GUARANTEED:
______________________________
B-11
EXHIBIT C
NOTICE OF A PAYMENT DEFAULT
EDUCATION LOANS INCORPORATED
STUDENT LOAN ASSET-BACKED NOTES
SENIOR SERIES 2002-1A [B]
[SUBORDINATE SERIES 2002-1C]
NOTICE IS HEREBY GIVEN that a Payment Default has occurred and not been
cured with respect to the Notes identified above. Determination of the Series
2002-1 Note Interest Rate pursuant to the Auction Procedures will be suspended.
The Series 2002-1 Note Interest Rate on the Series 2002-1A [B][C] Notes for each
Auction Period commencing after the date of Payment Default will equal the
Non-Payment Rate as it is determined by the Trustee on the first day of such
Auction Period.
Terms used herein have the meanings set forth in the Fourth Supplemental
Indenture of Trust relating to the above-referenced Notes.
Dated:____________________________ U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By_____________________________
Authorized Representative
C-1
EXHIBIT D
NOTICE OF CURE OF PAYMENT DEFAULT
EDUCATION LOANS INCORPORATED
STUDENT LOAN ASSET-BACKED NOTES
SENIOR SERIES 2002-1A [B]
[SUBORDINATE SERIES 2002-1C]
NOTICE IS HEREBY GIVEN that a Payment Default with respect to the Notes
identified above has been waived or cured. The next Interest Payment Date is
_____________________ and the next Auction Date is ___________________________.
Terms used herein have the meanings set forth in the Fourth Supplemental
Indenture of Trust relating to the above-referenced Notes.
Dated:________________________________ U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By_____________________________
Authorized Representative
D-1
EXHIBIT E
NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT
EDUCATION LOANS INCORPORATED
STUDENT LOAN ASSET-BACKED NOTES
SENIOR SERIES 2002-1A [B]
[SUBORDINATE SERIES 2002-1C]
Notice is hereby given that EDUCATION LOANS INCORPORATED proposes to
change the length of one or more Auction Periods with respect to the Notes
identified above, pursuant to the Fourth Supplemental Indenture of Trust
relating to such Notes (the "Fourth Supplemental Indenture"), as follows:
1. The change shall take effect on the Interest Payment Date for the
current Auction Period and the date of commencement of the next Auction Period
(the "Effective Date").
2. The Auction Period Adjustment in Paragraph 1 shall take place only
if (A) the Trustee and the Auction Agent receive, by 11:00 a.m., New York City
time, on the Business Day before the Auction Date for the Auction Period
commencing on the Effective Date, a certificate from the Market Agent, as
required by the Fourth Supplemental Indenture authorizing the change in length
of one or more Auction Periods and (B) Sufficient Bids exist on the Auction Date
for the Auction Period commencing on the Effective Date.
3. If the condition referred to in (A) above is not met, the Auction
Rate for the Auction Period commencing on the Effective Date will be determined
pursuant to the Auction Procedures and the Auction Period shall be the Auction
Period determined without reference to the proposed change. If the condition
referred to in (A) is met but the condition referred to in (B) above is not met,
the Auction Rate for the Auction Period commencing on the Effective Date shall
be the Maximum Auction Rate and the Auction Period shall be the Auction Period
determined without reference to the proposed change.
4. It is hereby represented, upon advice of the Auction Agent for the
Notes described herein, that there were Sufficient Bids for such Notes at the
Auction immediately preceding the date of this Notice.
Terms used herein have the meanings set forth in the Fourth
Supplemental Indenture.
Dated:_______________________ EDUCATION LOANS INCORPORATED
By:_________________________
E-1
EXHIBIT F
NOTICE ESTABLISHING AUCTION PERIOD ADJUSTMENT
EDUCATION LOANS INCORPORATED
STUDENT LOAN ASSET-BACKED NOTES
SENIOR SERIES 2002-1A [B]
[SUBORDINATE SERIES 2002-1C]
Notice is hereby given that EDUCATION LOANS INCORPORATED hereby
establishes new lengths for one or more Auction Periods with respect to the
Notes identified above pursuant to the Fourth Supplemental Indenture of Trust
relating to such Notes (the "Fourth Supplemental Indenture"):
1. The change shall take effect on _____________________, the Interest
Payment Date for the current Auction Period and the date of commencement of the
next Auction Period (the "Effective Date").
2. For the Auction Period commencing on the Effective Date, the
Interest Payment Date shall be _____________________, or the next succeeding
Business Day if such date is not a Business Day.
3. For Auction Periods occurring after the Auction Period the Interest
Payment Dates shall be [________________ (date) and every
___________________________ (number) _________________________ (day of week)
thereafter] [every __________________________ (number) (day of week) after the
date set forth in paragraph 2 above], or the next Business Day if any such day
is not a Business Day; provided, however, that the length of subsequent Auction
Periods shall be subject to further change hereafter as provided in Section 11
of the Fourth Supplemental Indenture.
4. The changes described in paragraphs 2 and 3 above shall take place
only upon delivery of this Notice and the satisfaction of other conditions set
forth in the Fourth Supplemental Indenture and our prior notice dated
________________________ regarding the proposed change.
Terms used herein have the meanings set forth in the Fourth
Supplemental Indenture.
Dated:__________________________ EDUCATION LOANS INCORPORATED
By__________________________
F-1
EXHIBIT G
NOTICE OF CHANGE IN AUCTION DATE
EDUCATION LOANS INCORPORATED
STUDENT LOAN ASSET-BACKED NOTES
SENIOR SERIES 2002-1A [B]
[SUBORDINATE SERIES 2002-1C]
Notice is hereby give by Xxxxxxx Xxxxx Xxxxxx Inc., as Market Agent for
the Notes identified above, that, with respect to such Notes, the Auction Date
is hereby changed as follows:
1. With respect to such Notes, the definition of "Auction Date" shall
be deemed amended by substituting "____________________ (number) Business Day"
in the third and fourth lines thereof and by substituting "____________________
(number) Business Days" for "two (2) Business Days" in subsection (d) thereof.
2. This change shall take effect on _______________________, which
shall be the Auction Date for the Auction Period commencing on ________________.
3. The Auction Date for such Notes shall be subject to further change
hereafter as provided in the Fourth Supplemental Indenture of Trust relating to
such Notes (the "Fourth Supplemental Indenture").
Terms used herein have the meanings set forth in the Fourth
Supplemental Indenture.
Dated:________________________ XXXXXXX XXXXX BARNEY INC., as
Market Agent
By___________________________
G-1
EXHIBIT H-1
[List of EdLinc Student Loan Purchase Agreements]
H-1-1
EXHIBIT H-2
[List of GOAL Funding Student Loan Purchase Agreements]
H-2-1
