0000899681-03-000363 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT between COLLEGE LOAN LLC, as Sponsor and WILMINGTON TRUST COMPANY, as Delaware Trustee COLLEGE LOAN CORPORATION TRUST I Dated as of March 1, 2002
Trust Agreement • September 11th, 2003 • College Loan Corp Trust I • Delaware

AMENDED AND RESTATED TRUST AGREEMENT dated as of March 1, 2002 (this "Trust Agreement"), between WILMINGTON TRUST COMPANY, a Delaware banking corporation, acting hereunder not in its individual capacity but solely as Delaware trustee (the "Delaware Trustee") and COLLEGE LOAN LLC, a Delaware limited liability company (the "Sponsor").

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Form of Underwriting Agreement College Loan Corporation Trust I $[_____________] Student Loan Asset-Backed Notes Series [____]-[__] UNDERWRITING AGREEMENT
Underwriting Agreement • September 11th, 2003 • College Loan Corp Trust I

College Loan Corporation Trust I, a Delaware statutory trust (the “Company”) proposes to sell to [Underwriter] (the “Underwriter” which term shall include you whether acting alone in the sale of the Notes or as a member of an underwriting syndicate), pursuant to the terms of this Underwriting Agreement, [$__________] aggregate principal amount of the Company’s Student Loan Asset-Backed Notes, Series [____]-[__] (the “Notes”) in the classes and initial principal amounts set forth on Schedule A hereto. Deutsche Bank Trust Company Americas, a national banking association, will act as eligible lender trustee on behalf of the Company (the “Eligible Lender Trustee”). The Notes will be issued under an Indenture of Trust, dated as of March 1, 2002, as may be amended from time to time (the “Indenture”), among the Company, the Eligible Lender Trustee and Deutsche Bank Trust Company Americas, a New York banking corporation, as indenture trustee (the “Trustee”). Upon issuance, the Notes will be se

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