College Loan Corporation Trust I $1,300,000,000 Student Loan Asset-Backed Notes Series 2004-1 UNDERWRITING AGREEMENT May 11, 2004College Loan Corp • June 3rd, 2004 • Asset-backed securities • New York
College Loan Corporation Trust I, a Delaware statutory trust (the “Company”), proposes to sell to UBS Securities LLC, Citigroup Global Markets Inc., RBC Dain Rauscher Inc. and Goldman, Sachs & Co. (the “Underwriters”), pursuant to the terms of this Underwriting Agreement (this “Agreement”), $1,300,000,000 aggregate principal amount of the Company’s Student Loan Asset-Backed Notes, Series 2004-1 (together, the “Series 2004-1 Notes”) in the classes and initial principal amounts set forth on Schedule A hereto. Deutsche Bank Trust Company Americas, a New York banking corporation, will act as eligible lender trustee on behalf of the Company (the “Eligible Lender Trustee”). The Series 2004-1 Notes will be issued under an Amended and Restated Indenture of Trust, dated as of October 1, 2003 (as previously supplemented and amended, the “Base Indenture”), and a related Fifth Supplemental Indenture of Trust, dated as of May 1, 2004 (collectively with the Base Indenture, the “Indenture”) among the
