8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (date of earliest event reported): May 20, 2004

COLLEGE LOAN CORPORATION TRUST I
(Issuer of the Notes)

COLLEGE LOAN CORPORATION
(Depositor of the Issuer of the Notes) (Exact name of Co-Registrant as specified in its charter)

Delaware
California 333-114160-01
333-114160 45-6110137
33-0873915

(State or other jurisdiction of
incorporation or organization) (Commission File Number) (I.R.S. employer identification number)

16855 W. Bernardo Drive, Suite 100, San Diego, California               92127 (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code      (888) 972-6311

Not Applicable (Former name or former address, if changed since last report.)

Item 5. Other Events.

           This Current Report on Form 8-K is being filed with respect to certain agreements entered into in connection with the issuance by College Loan Corporation Trust I of $1,300,000,000 aggregate principal amount of Student Loan Asset-Backed Notes, Series 2004-1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

           (c)    Exhibits

                 Exhibit No.

                 1.1      Underwriting Agreement, dated as of May 11, 2004, among UBS Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co. and RBC Dain Rauscher Inc. as underwriters, and the Co-Registrants.

                4.1      A Fifth Supplemental Indenture of Trust, dated as of May 1, 2004 between College Loan Corporation Trust I and Deutsche Bank Trust Company Americas, as trustee.

                4.2      Amended and Restated Indenture of Trust, dated as of October 1, 2003, from College Loan Corporation Trust I and Deutsche Bank Trust Company Americas, as elibible lender trustee to Deutsche Bank Trust Company Americas, as trustee.*

* Incorporated by reference to the Form 8-K previously filed by College Loan Corporation and College Loan Corporation Trust I, as co-registrants (Registration No. 333-102791.)

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Co-Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

COLLEGE LOAN CORPORATION TRUST I
COLLEGE LOAN CORPORATION
(Co-Registrants)

Dated: June 3, 2004 College Loan Corporation, as Co-
Registrant


By: /s/ John Falb                         
       Name: John Falb
      Title: Treasurer

Dated: June 3, 2004 College Loan Corporation Trust I,
as Co-Registrant, by College Loan LLC, as
Sponsor


By: /s/ John Falb                         
       Name: John Falb
      Title: Treasurer

EXHIBIT INDEX

Exhibit Number Description

1.1 Underwriting Agreement, dated as of May 11, 2004, among UBS Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co. and RBC Dain Rauscher Inc., as underwriters, and the Co-Registrants.

4.1 A Fifth Supplemental Indenture of Trust, dated as of May 1, 2004 between College Loan Corporation Trust I and Deutsche Bank Trust Company Americas, as trustee.

4.2 Amended and Restated Indenture of Trust, dated as of October 1, 2003, from College Loan Corporation Trust I and Deutsche Bank Trust Company Americas, as elibible lender trustee to Deutsche Bank Trust Company Americas, as trustee.*

* Incorporated by reference to the Form 8-K previously filed by College Loan Corporation and College Loan Corporation Trust I, as co-registrants (Registration No. 333-102791.)

EX-1

College Loan Corporation Trust I
$1,300,000,000
Student Loan Asset-Backed Notes
Series 2004-1

UNDERWRITING AGREEMENT

May 11, 2004

UBS Securities LLC
1285 Avenue of the Americas, 15th Floor
New York, NY 10019 Goldman, Sachs & Co.
85 Broad Street, 24th Floor
New York, NY 10004

RBC Dain Rauscher Inc.
1211 Avenue of the Americas, 32nd Floor
New York, NY 10036 Citigroup Global Markets Inc.
388 Greenwich Street, 35th Floor
New York, New York 10013

Ladies and Gentlemen:

           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 Company, the Eligible Lender Trustee and Deutsche Bank Trust Company Americas, a New York banking corporation, as indenture trustee (the “Trustee”). Upon issuance, the Series 2004-1 Notes will be secured by, among other things, Financed Student Loans (as defined in the Indenture) pledged to the Trustee and described in the Prospectus (as defined in Section 3 below). The Financed Student Loans will initially be serviced by ACS Education Services, Inc. (“ACS”) (formerly known as AFSA Data Corporation), Great Lakes Educational Loan Services, Inc. (“GLELSI”), Nelnet, Inc. (“Nelnet”) and Pennsylvania Higher Education Assistance Agency (“PHEAA”) (each a “Servicer” and collectively, the “Servicers”) pursuant to separate servicing agreements (each a “Servicing Agreement” and collectively, the “Servicing Agreements”), between the applicable Servicer and the Company.

           Certain of the Financed Student Loans were and will be originated by Bank One, National Association, as eligible lender trustee (the “College Loan Eligible Lender Trustee”) for College Loan Corporation (“College Loan”), a California corporation, and the transferor to the Company. The Financed Student Loans so originated will be sold to the Eligible Lender Trustee (as legal owner) and the Company (as beneficial owner) pursuant to an Amended and Restated FFELP Loan Purchase Agreement dated as of June 1, 2002 (the “Student Loan Purchase Agreement”) among College Loan, the College Loan Eligible Lender Trustee, the Company and the Eligible Lender Trustee.

           Administrative services for the Company will be performed by College Loan (in its capacity as administrator, the “Administrator”) pursuant to an Administration Agreement dated as of March 1, 2002 (the “Administration Agreement”) among the Company, Wilmington Trust Company, as Delaware Trustee (the “Delaware Trustee”), the Trustee, the Eligible Lender Trustee and the Administrator.

          This Agreement, the Indenture, the Student Loan Purchase Agreement, the Servicing Agreements, the Administration Agreement, the Custody Agreements among the applicable Servicer, the Issuer, the Eligible Lender Trustee and the Trustee, the Amended and Restated Trust Agreement, dated as of March 1, 2002, between College Loan Special Purpose Corporation (“SPC”) and the Delaware Trustee and the FFELP Loan Purchase Agreement, dated as of October 1, 2003 (the “Warehouse Student Loan Purchase Agreement”), among College Loan Warehouse LLC (the “Warehouse Seller”), Bank One, National Association, as eligible lender trustee for the Warehouse Seller, College Loan and the College Loan Eligible Lender Trustee, are collectively referred to herein as the “Basic Documents.”

           Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture or the Prospectus.

           The Company wishes to confirm as follows this Agreement with the Underwriters in connection with the purchase and resale of the Series 2004-1 Notes.

           1. Agreements To Sell, Purchase and Resell.

           (a) The Company hereby agrees, subject to all the terms and conditions set forth herein, to sell to each of the Underwriters and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each of the Underwriters severally and not jointly agrees to purchase from the Company, such principal amount of each Series of the Series 2004-1 Notes at such respective purchase prices as are set forth next to the name of each Underwriter on Schedules A and B hereto. For the period form the Closing Date (as defined in Section 2 hereof) through the end of the initial Auction Period, the Class B-1 Notes shall bear interest at a rate, not to exceed 4.00% per annum, to be agreed to by the Company and Goldman, Sachs & Co.

           (b) It is understood that the Underwriters propose to offer the Series 2004-1 Notes for sale to the public (which may include selected dealers) as set forth in the Prospectus.

           2. Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of and payment for the Series 2004-1 Notes shall be made at the office of Stroock & Stroock & Lavan LLP, at 10:00 a.m., Eastern Time, on May 20, 2004 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Underwriters and the Company.

           The Series 2004-1 Notes will be delivered to the Underwriters against payment of the purchase price therefor to the Company in Federal Funds, by wire transfer to an account at a bank acceptable to the Underwriters, or such other form of payment as to which the parties may agree. Unless otherwise agreed to by the Company and the Underwriters, each Series of Series 2004-1 Notes will be evidenced by a single global security in definitive form deposited with the Trustee as custodian for DTC and/or by additional definitive securities, and will be registered, in the case of the global Series of Series 2004-1 Notes, in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), and in the other cases, in such names and in such denominations as the Underwriters shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The Series 2004-1 Notes to be delivered to the Underwriters shall be made available to the Underwriters in New York, New York, for inspection and packaging not later than 9:30 a.m., New York City time, on the business day next preceding the Closing Date.

           3. Representations and Warranties of the Company. The Company represents and warrants to each of the Underwriters that:

           (a) A registration statement on Form S-3 (No. 333-102791), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Series 2004-1 Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), has been filed with the Securities and Exchange Commission (the "SEC" or the "Commission") and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Series 2004-1 Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including the base prospectus, any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act, the information deemed to be a part thereof pursuant to Rule 430A(b) under the Securities Act, and the information incorporated by reference therein) are respectively referred to herein as the "Registration Statement" and the "Prospectus" respectively; and the conditions to the use of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Securities Act, have been satisfied with respect to the Registration Statement.

           (b) On the effective date of the Registration Statement, the Registration Statement and the Prospectus conformed in all respects to the requirements of the Securities Act, the rules and regulations of the SEC (the "Rules and Regulations") and the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (the "Trust Indenture Act"), and, except with respect to information omitted pursuant to Rule 430A of the Securities Act, did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and on the date of this Agreement and on the Closing Date, the Registration Statement and the Prospectus will conform in all respects to the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act, and neither of such documents included or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to statements in or omissions from the Registration Statement or the Prospectus based upon written information furnished to the Company by the Underwriters, specifically for use therein.

           (c) The Commission has not issued and, to the best knowledge of the Company, is not threatening to issue any order preventing or suspending the use of the Registration Statement.

           (d) As of the Closing Date, each consent, approval, authorization or order of, or filing with, any court or governmental agency or body which is required to be obtained or made by the Company or its affiliates for the consummation of the transactions contemplated by this Agreement shall have been obtained, except as otherwise provided in the Basic Documents.

           (e) The Indenture has been duly and validly authorized by the Company and, upon its execution and delivery by the Company and assuming due authorization, execution and delivery by the Trustee, will be a valid and binding agreement of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and conform in all material respects to the description thereof in the Prospectus. The Indenture has been duly qualified under the Trust Indenture Act with respect to the Series 2004-1 Notes.

           (f) The Series 2004-1 Notes have been duly authorized by the Company and the Series 2004-1 Notes to be issued on the Closing Date, when executed by the Company and authenticated by the Trustee in accordance with the Indenture, and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will have been validly issued and delivered, and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the Series 2004-1 Notes will conform in all material respects to the description thereof in the Prospectus.

           (g) The Company is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and as conducted on the date hereof, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company.

           (h) Other than as contemplated by this Agreement or as disclosed in the Prospectus, there is no broker, finder or other party that is entitled to receive from the Company or any of its affiliates any brokerage or finder's fee or other fee or commission as a result of any of the transactions contemplated by this Agreement.

           (i) There are no legal or governmental proceedings pending or threatened or, to the knowledge of the Company contemplated, against the Company, or to which the Company or any of its properties is subject, that are not disclosed in the Prospectus and which, if adversely decided, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement and the other Basic Documents or otherwise materially affect the issuance of the Series 2004-1 Notes or the consummation of the transactions contemplated hereby or by the Basic Documents.

           (j) Neither the offer, sale or delivery of the Series 2004-1 Notes by the Company nor the execution, delivery or performance of this Agreement or the Basic Documents by the Company, nor the consummation by the Company of the transactions contemplated hereby or thereby (i) requires or will require any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except for compliance with the securities or Blue Sky laws of various jurisdictions, the qualification of the Indenture under the Trust Indenture Act and such other consents, approvals or authorizations as shall have been obtained prior to the Closing Date) or conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the organizational documents of the Company; or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, in any material respect, any agreement, indenture, lease or other instrument to which the Company is a party or by which the Company or any of its respective properties may be bound, or violates or will violate in any material respect any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company or any of its respective properties, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of its properties is subject other than as contemplated by the Basic Documents.

           (k) The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Basic Documents to which it is a party; the execution and delivery of, and the performance by the Company of its obligations under this Agreement and the other Basic Documents to which it is a party have been duly and validly authorized by the Company and this Agreement and the other Basic Documents have been duly executed and delivered by the Company and constitute the valid and legally binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and subject to the applicability of general principles of equity, and except as rights to indemnity and contribution hereunder and thereunder may be limited by federal or state securities laws or principles of public policy.

           (l) The assignment and delivery of Financed Student Loans by College Loan and the College Loan Eligible Lender Trustee to the Company and the Eligible Lender Trustee, and the assignment of the Financed Student Loans by the Company and the Eligible Lender Trustee to the Trustee pursuant to the Indenture, will vest in the Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance.

           (m) The Company is not, nor as a result of the issuance and sale of the Series 2004-1 Notes as contemplated hereunder will it become, subject to registration as an "investment company" under the Investment Company Act of 1940, as amended.

           (n) The representations and warranties made by the Company in any Basic Document to which the Company is a party and made in any Officer's Certificate of the Company will be true and correct at the time made and on and as of the applicable Closing Date.

           (o) Since the date of the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of, the Company has occurred.

           4. Agreements of the Company. The Company agrees with each of the Underwriters as follows:

           (a) The Company will prepare a supplement to the Prospectus setting forth the amount of the Series 2004-1 Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which the Series 2004-1 Notes are to be purchased by the Underwriters, either the initial public offering price or the method by which the price at which the Series 2004-1 Notes are to be sold will be determined, the selling concessions and reallowances, if any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Series 2004-1 Notes, and the Company will timely file such supplement to the prospectus with the SEC pursuant to Rule 424(b) under the Securities Act, but the Company will not file any amendments to the Registration Statement as in effect with respect to the Series 2004-1 Notes or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Underwriters, with reasonable opportunity to comment on such proposed amendment or supplement or if the Underwriters shall have reasonably objected thereto promptly after receipt thereof; the Company will immediately advise the Underwriters or the Underwriters' counsel (i) when notice is received from the SEC that any post-effective amendment to the Registration Statement has become or will become effective; and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Series 2004-1 Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the SEC or any authority administering any state securities or Blue Sky law, as soon as the Company is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued.

           (b) If, at any time when the Prospectus relating to the Series 2004-1 Notes is required to be delivered under the Securities Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act or the Rules and Regulations, the Company promptly will notify each of the Underwriters of such event and will promptly prepare and file with the SEC, at its own expense, an amendment or supplement to such Prospectus that will correct such statement or omission or an amendment that will effect such compliance. Neither the Underwriters' consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof.

           (c) The Company will immediately inform the Underwriters (i) of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Series 2004-1 Notes; and (ii) of the commencement of any lawsuit or proceeding to which the Company is a party relating to the offering or sale of the Series 2004-1 Notes.

           (d) The Company will furnish to the Underwriters, without charge, copies of the Registration Statement (including all documents and exhibits thereto or incorporated by reference therein), the Prospectus, and all amendments and supplements to such documents relating to the Series 2004-1 Notes, in each case in such quantities as the Underwriters may reasonably request.

           (e) No amendment or supplement will be made to the Registration Statement or Prospectus which the Underwriters shall not previously have been advised or to which it shall reasonably object after being so advised.

           (f) The Company will cooperate with the Underwriters and with their counsel in connection with the qualification of, or procurement of exemptions with respect to, the Series 2004-1 Notes for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or exemptions; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Series 2004-1 Notes, in any jurisdiction where it is not now so subject.

           (g) The Company consents to the use, in accordance with the securities or Blue Sky laws of such jurisdictions in which the Series 2004-1 Notes are offered by the Underwriters and by dealers, of the Prospectus furnished by the Company.

           (h) To the extent, if any, that the rating or ratings provided with respect to the Series 2004-1 Notes by the rating agency or agencies that initially rate the Series 2004-1 Notes is conditional upon the furnishing of documents or the taking of any other actions by the Company, the Company shall cause to be furnished such documents and such other actions to be taken.

           (i) So long as any of the Series 2004-1 Notes are outstanding, the Company will furnish to the Underwriters (i) as soon as available, a copy of each document relating to the Series 2004-1 Notes required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any order of the SEC thereunder; and (ii) such other information concerning the Company as the Underwriters may request from time to time.

           (j) If this Agreement shall terminate or shall be terminated after execution and delivery pursuant to any provisions hereof (otherwise than by notice given by the Underwriters terminating this Agreement pursuant to Section 8 or Section 9 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all out of pocket expenses (including fees and expenses of their counsel) reasonably incurred by it in connection herewith, but without any further obligation on the part of the Company for loss of profits or otherwise.

           (k) The net proceeds from the sale of the Series 2004-1 Notes hereunder will be applied substantially in accordance with the description set forth in the Prospectus.

           (l) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Series 2004-1 Notes to facilitate the sale or resale of the Series 2004-1 Notes.

           (m) On or before the Closing Date, the Company shall mark its accounting and other records, if any, relating to the Financed Student Loans and shall cause each Servicer to mark their respective computer records relating to the Financed Student Loans to show the absolute ownership by the Eligible Lender Trustee, as eligible lender of, and the interest of the Company in, the Financed Student Loans, and the Company shall not take, or shall permit any other person to take, any action inconsistent with the ownership of, and the interest of the Company in, the Financed Student Loans, other than as permitted by the Basic Documents.

           (n) For the period beginning on the date of this Agreement and ending 90 days hereafter, none of the Company and any entity affiliated, directly or indirectly, with the Company will, without the prior written notice to the Underwriters, offer to sell or sell notes (other than the Series 2004-1 Notes) collateralized by Financed Student Loans.

           (o) If, at the time the Registration Statement became effective, any information shall have been omitted therefrom in reliance upon Rule 430A under the Securities Act, then, immediately following the execution of this Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) under the Securities Act, copies of an amended Prospectus containing all information so omitted.

           (p) As soon as practicable, but not later than 16 months after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the Registration Statement; (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement; and (iii) the date of the Company's most recent Annual Report or Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Securities Act.

           5. Indemnification and Contribution.

           (a) College Loan agrees to indemnify and hold harmless each of the Underwriters and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (or actions in respect thereof) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, or in any amendment or supplement thereto, or any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to an Underwriter furnished in writing to the Company or College Loan by such Underwriter expressly for use therein, it being understood that the only such information furnished by any Underwriter consists of the information described as such in Section 10 of this Agreement; provided, however, that the indemnification contained in this paragraph (a) with respect to any preliminary prospectus shall not inure to the benefit of an Underwriter (or to the benefit of any person controlling an Underwriter) on account of any such loss, claim, damage, liability or expense arising from the sale of the of Series 2004-1 Notes by an Underwriter to any person if the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus was corrected in the final Prospectus and such Underwriter sold Series 2004-1 Notes to that person without sending or giving at or prior to the written confirmation of such sale, a copy of the final Prospectus (as then amended or supplemented but excluding documents incorporated by reference therein) if the Company has previously furnished sufficient copies thereof to such Underwriter at a time reasonably prior to the date such Series 2004-1 Notes are sold to such person. The foregoing indemnity agreement shall be in addition to any liability which College Loan or the Company may otherwise have.

           (b) If any action, suit or proceeding shall be brought against an Underwriter or any person controlling an Underwriter in respect of which indemnity may be sought against College Loan, such Underwriter or such controlling person shall promptly notify the parties against whom indemnification is being sought (the "indemnifying parties"), but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party, except to the extent that the indemnifying party is materially prejudiced by such omission. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party). The applicable Underwriter or any such controlling person shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless (i) the indemnifying parties have agreed in writing to pay such fees and expenses; (ii) the indemnifying parties have failed to assume the defense and employ counsel; or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both the Underwriter or such controlling person and the indemnifying parties and the Underwriter or such controlling person shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to or in conflict with those available to the indemnifying parties and in the reasonable judgment of such counsel it is advisable for the Underwriter or such controlling person to employ separate counsel (in which case the indemnifying party shall not have the right to assume the defense of such action, suit or proceeding on behalf of the Underwriter or such controlling person). It is understood, however, that the indemnifying parties shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for each Underwriter and controlling persons not having actual or potential differing interests with such Underwriter or among themselves, which firm shall be designated in writing by such Underwriter, and that all such fees and expenses shall be reimbursed on a monthly basis as provided in paragraph (a) hereof. An indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (A) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding; and (B) does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of an indemnified party.

           (c) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless College Loan and its directors and officers, and any person who controls College Loan within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity from College Loan to the Underwriters set forth in paragraph (a) hereof, but only with respect to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus therein, it being understood that the only such information furnished by any Underwriter consists of the information described as such in Section 10 of this Agreement. If any action, suit or proceeding shall be brought against College Loan, any of its directors or officers, or any such controlling person based on the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus and in respect of which indemnity may be sought against an Underwriter pursuant to this paragraph (c), such Underwriter shall have the rights and duties given to College Loan by paragraph (b) above (except that if College Loan shall have assumed the defense thereof the Underwriter shall have the option to assume such defense but shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and College Loan, its directors and officers, and any such controlling person shall have the rights and duties given to the Underwriters by paragraph (b) above. The foregoing indemnity agreement shall be in addition to any liability which the Underwriters may otherwise have.

           (d) If the indemnification provided for in this Section is unavailable to an indemnified party under paragraph (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by College Loan on the one hand and the applicable Underwriter on the other hand from the offering of the Series 2004-1 Notes; or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of College Loan on the one hand and the applicable Underwriter on the other in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by College Loan on the one hand and an Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriter. The relative fault of College Loan on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by College Loan or the Company on the one hand or by an Underwriter on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

           (e) College Loan and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section were determined by a pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the Series 2004-1 Notes underwritten by such Underwriter exceed the sum of the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this paragraph (e) to contribute are several in proportion to their respective underwriting obligations.

           (f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section and the representations and warranties of College Loan and the Underwriters set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of the Underwriters, College Loan or any person controlling any of them or their respective directors or officers; (ii) acceptance of any Series 2004-1 Notes and payment therefor hereunder; and (iii) any termination of this Agreement. A successor to the Underwriters, College Loan or any person controlling any of them or their respective directors or officers, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section.

           6. Conditions of the Underwriters' Obligations. The obligations of the Underwriters to purchase the Series 2004-1 Notes hereunder are subject to the following conditions precedent:

           (a) All actions required to be taken and all filings required to be made by the Company under the Securities Act prior to the sale of the Series 2004-1 Notes shall have been duly taken or made. At and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Underwriters, shall be contemplated by the Commission.

           (b) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in or affecting the condition (financial or other), business, properties, net worth, or results of operations of the Company, a Servicer, a Guarantee Agency or College Loan not contemplated by the Registration Statement, which in the opinion of the Underwriters, would materially adversely affect the market for the Series 2004-1 Notes; (ii) any downgrading in the rating of any debt securities of the Company, the Servicers, a Guarantee Agency or College Loan by any nationally recognized statistical rating organization or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company, the Servicers, a Guarantee Agency or College Loan (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); or (iii) any event or development which makes any statement made in the Registration Statement or Prospectus untrue or which, in the opinion of the Company and its counsel or the Underwriters and their counsel, requires the filing of any amendment to or change in the Registration Statement or Prospectus in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Registration Statement or Prospectus to reflect such event or development would, in the opinion of the Underwriters, materially adversely affect the market for the Series 2004-1 Notes.

           (c) You shall have received an opinion addressed to you of Stroock & Stroock & Lavan LLP, in its capacity as counsel to the Company, dated the Closing Date, in form and substance satisfactory to you and your counsel with respect to the status of the Company, to each Basic Document to which the Company is a party and to the validity of the Series 2004-1 Notes and such related matters as you shall reasonably request. In addition, you shall have received an opinion addressed to you of Stroock & Stroock & Lavan LLP, in its capacity as counsel for the Company, in form and substance satisfactory to you and your counsel, concerning "true sale," "non-consolidation" and creation of security interest and certain other issues with respect to the transfer of the Financed Student Loans from College Loan and the College Loan Eligible Lender Trustee to the Company and the Eligible Lender Trustee, and the pledge of the Financed Eligible Loans from the Company and the Eligible Lender Trustee to the Trustee and an opinion addressed to you of Richards, Layton & Finger with respect to said security interest being a first priority perfected security interest.

           (d) You shall have received an opinion addressed to you of Stroock & Stroock & Lavan LLP, in its capacity as counsel for the Company, dated the Closing Date, in form and substance satisfactory to you and your counsel to the effect that (i) the statements in the Prospectus under the headings "Federal Income Tax Consequences" and "ERISA Considerations," to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and are correct in all material respects and (ii) no facts have come to its attention that lead it to believe that the Registration Statement as of its effective date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as of the date of the Prospectus Supplement and on the Closing Date contained or contains any untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than (A) the financial, statistical or computational material included in or incorporated by reference into the Registration Statement, the Prospectus or any amendment or supplement thereto and (B) the information in the Prospectus Supplement under the headings "Information Relating to the Guarantee Agencies" and "Servicing of the Student Loans," as to which no view need be expressed).

           (e) You shall have received an opinion addressed to you of Stroock & Stroock & Lavan LLP, in its capacity as counsel for the Company, dated the Closing Date, in form and substance satisfactory to you and your counsel with respect to the character of the Series 2004-1 Notes for federal tax purposes.

           (f) You shall have received an opinion addressed to you of Kutak Rock LLP, in its capacity as Underwriters' Counsel, dated the Closing Date, in form and substance satisfactory to you.

           (g) You shall have received an opinion addressed to you of Stroock & Stroock & Lavan LLP, in its capacity as counsel for the Company, dated the Closing Date in form and substance satisfactory to you and your counsel with respect to the Prospectus and the Registration Statement and certain matters arising under the Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940, as amended.

           (h) You shall have received opinions addressed to you of The Simmons Firm, ALC, as counsel to College Loan with respect to College Loan and of Stroock & Stroock & Lavan LLP and/or Richards, Layton & Finger as counsel to SPC, with respect to SPC, each dated the Closing Date and satisfactory in form and substance to you and your counsel, to the effect that:

           (i) Each of College Loan and SPC is a corporation in good standing under the laws of their respective state of organization; each having the full power and authority, corporate and other, to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations under each of the Basic Documents to which it is a party.

           (ii) The Basic Documents to which College Loan is a party have been authorized, executed and delivered by appropriate officers acting for and on behalf of College Loan. Assuming authorization, execution and delivery by appropriate officers acting for and on behalf of the other parties thereto, each such agreement is legal, valid and binding upon College Loan, enforceable against College Loan in accordance with their respective terms, except (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights; and (B) remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

           (iii) Neither the execution and delivery by College Loan of the Basic Documents to which it is a party, nor the consummation by College Loan of the transactions contemplated therein nor the fulfillment of the terms thereof by College Loan will conflict with, result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of incorporation, as amended, or bylaws, as amended, of College Loan or of any indenture or other agreement or instrument to which College Loan is a party or by which College Loan is bound, or result in a violation of or contravene the terms of any California or federal statute, order or regulation applicable to College Loan of any California or federal court, regulatory body, administrative agency or governmental body having jurisdiction over College Loan.

           (iv) There are no actions, proceedings or investigations pending or, to the best of such counsel's knowledge, threatened against College Loan before or by any governmental authority that might materially and adversely affect the performance by College Loan of its obligations under, or the validity or enforceability of, the Basic Documents to which it is a party.

           (v) No authorization, approval or other action by, and no notice to or filing with, any California or federal governmental authority or regulatory body is required for the due execution, delivery and performance by College Loan of the Basic Documents to which it is a party.

           (vi) The information contained in the Prospectus with respect to College Loan and its operations and business and with respect to the student loan business of College Loan is true and correct in all material respects, and does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

           (i) You shall have received an opinion addressed to you of counsel to the Trustee and the Eligible Lender Trustee, dated the Closing Date and in form and substance satisfactory to you and your counsel, to the effect that:

           (i) Each of them is a banking corporation duly organized and validly existing under the laws of the State of New York.

           (ii) Each of them has the full corporate trust power to accept the office of trustee under the Basic Documents to which they are a party and to enter into and perform their obligations under the Basic Documents to which they are a party and, additionally, in the case of the Trustee, the Auction Agent Agreement, Market Agent Agreement (collectively, the "Trustee Documents" and the "Eligible Lender Trustee Documents," as the case may be).

           (iii) The execution and delivery by the Trustee and the Eligible Lender Trustee of the Trustee Documents and the Eligible Lender Trustee Documents, respectively, and the performance by such parties of their obligations thereunder, have been duly authorized by all necessary action and each has been duly executed and delivered by the Trustee and the Eligible Lender Trustee.

           (iv) The Trustee Documents and the Eligible Lender Trustee Documents constitute valid and binding obligations of the Trustee and the Eligible Lender Trustee enforceable against such party.

           (v) The Trustee and the Eligible Lender Trustee, respectively, is an "eligible lender" for purposes of the FFELP Program in its capacity as trustee with respect to Financed Student Loans.

           (j) You shall have received certificates addressed to you dated the Closing Date of officials of the Company in which such officers shall state that, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of the Company contained in the respective Basic Documents to which the Company is a party are true and correct in all material respects, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date; (ii) that they have reviewed the Prospectus and that the information therein is true and correct in all material respects and does not contain an untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading; and (iii) since the date set forth in such certificate, except as may be disclosed in the Prospectus, no material adverse change or any development involving a prospective material adverse change, in or affecting particularly the business or properties of the Company has occurred.

           (k) You shall have received certificates addressed to you dated the Closing Date of officials of College Loan in which such officers shall state that, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of College Loan contained in the respective Basic Documents to which College Loan is a party are true and correct in all material respects, College Loan has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date; (ii) they have reviewed the Prospectus and that the information therein regarding College Loan and the Basic Documents to which it is a party is fair and accurate in all material respects; and (iii) since the date set forth in such certificate, except as may be disclosed in the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of College Loan has occurred.

           (l) You shall have received evidence satisfactory to you that, on or before the Closing Date, UCC-1 financing statements have been or are being filed in the office of the Secretary of State of the State of Delaware with respect to the Company and the Secretary of State of New York with respect to the Eligible Lender Trustee reflecting the grant of the security interest by the Company and the Eligible Lender Trustee in the Financed Student Loans and the proceeds thereof to the Trustee.

           (m) You shall have received a certificate addressed to you dated the Closing Date from a responsible officer acceptable to you of the Eligible Lender Trustee and the College Loan Eligible Lender Trustee in form and substance satisfactory to you and your counsel and to which shall be attached each Guarantee Agreement.

           (n) The Underwriters shall have received on the Closing Date from Price Waterhouse Coopers a letter dated on or before the Closing Date, and in form and substance satisfactory to the Underwriters, to the effect that they have carried out certain specified procedures, not constituting an audit, with respect to certain information regarding the Financed Student Loans and setting forth the results of such specified procedures.

           (o) All the representations and warranties of the Company contained in this Agreement and the Basic Documents to which it is a party and of College Loan in the Basic Documents to which it is a party shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date and the Underwriters shall have received a certificate, dated the Closing Date and signed by officers of the Company and such entities to the effect set forth in this Section.

           (p) The Company shall not have failed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date.

           (q) The Underwriters shall have received by instrument dated the Closing Date (at the option of the Underwriters), in lieu of or in addition to the legal opinions referred to in this Section, the right to rely on opinions provided by such counsel and all other counsel under the terms of the Basic Documents.

           (r) Each class of Series 2004-1 Notes representing Class A Notes shall be rated "AAA," "AAA" and "Aaa," and each class of Series 2004-1 Notes representing Class B Notes shall be rated "A", "A" and "A2, respectively, by Fitch, Inc. ("Fitch"), Standard & Poor's Rating Services, a division of The McGraw-Hill Companies ("S&P"), and Moody's Investors Service, Inc. ("Moody's"), and that none of Fitch, S&P or Moody's have placed the Series 2004-1 Notes under surveillance or review with possible negative implications.

           (s) The issuance of the Series 2004-1 Notes shall not have resulted in a reduction, suspension or withdrawal by Fitch, S&P or Moody's of the current rating of any outstanding notes issued by the Company pursuant to the Indenture.

           (t) You shall have received evidence satisfactory to you of the completion of all actions necessary to effect the transfer of the Financed Student Loans as described in the Prospectus and the recordation thereof on the Servicers' computer systems.

           (u) You shall have received certificates addressed to you dated the Closing Date from officers of the Company and others addressing such additional matters as you may reasonably request in form and substance satisfactory to you and your counsel.

           (v) You shall have received certificates addressed to you dated the initial Closing Date of the Guarantee Agencies to the effect that (i) the information in the Prospectus with respect to the applicable Guarantee Agency is true and correct and is fair and accurate in all material respects; and (ii) that since the date of the Prospectus, no material adverse change in or affecting the business or properties of the applicable Guarantee Agency has occurred.

           (w) You shall have received certificates addressed to you dated the initial Closing Date of officials of each of ACS and GLELSI in which such officers shall state that, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of the applicable Servicer contained in the Servicing Agreement to which it is a party are true and correct in all material respects, that such Servicer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the initial Closing Date; (ii) that they have reviewed the Prospectus and that the information therein regarding the applicable Servicer is fair and accurate in all material respects; and (iii) since the date set forth in such certificate, except as may be disclosed in the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of the applicable Servicer, has occurred.

           (x) You shall have received such other opinions (including an opinion of Richards, Layton & Finger), certificates and documents as are required under the Indenture as a condition to the issuance of the Series 2004-1 Notes.

           The Company will provide or cause to be provided to you such conformed copies of such of the foregoing opinions, notes, letters and documents as you reasonably request.

           7. Expenses. The Company agrees to pay or to otherwise cause the payment of the following costs and expenses and all other costs and expenses incident to the performance by it of its obligations hereunder: (a) the preparation, printing or reproduction of the Registration Statement, the Prospectus and each amendment or supplement to any of them, this Agreement, and each other Basic Document; (b) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Prospectus and all amendments or supplements to, and preliminary versions of, any of them as may be reasonably requested for use in connection with the offering and sale of the Series 2004-1 Notes; (c) the preparation, printing, authentication, issuance and delivery of definitive certificates for the Series 2004-1 Notes; (d) the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Series 2004-1 Notes; (e) qualification of the Indenture under the Trust Indenture Act; (f) the qualification of the Series 2004-1 Notes for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 3(h) hereof (including the reasonable fees, expenses and disbursements of counsel relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memoranda and such qualification); (g) the fees and disbursements of (i) the Company's counsel, (ii) the Trustee and its counsel, (iii) the Delaware Trustee and its counsel, (iv) the Depository Trust Company in connection with the book-entry registration of the Series 2004-1 Notes, (v) the SEC, and (vi) Price Waterhouse Coopers, accountants for the Company and issuer of the agreed upon procedures letter; and (h) the fees charged by S&P, Fitch and Moody's for rating the Series 2004-1 Notes.

           8. Effective Date of Agreement. This Agreement shall be deemed effective as of the date first above written upon the execution and delivery hereof by all the parties hereto. Until such time as this Agreement shall have become effective, it may be terminated by the Company, by notifying each of the Underwriters, or by the Underwriters, by notifying the Company.

           Any notice under this Section may be given by facsimile or telephone but shall be subsequently confirmed by letter.

           9. Termination of Agreement. This Agreement shall be subject to termination in the absolute discretion of the Underwriters, without liability on the part of the Underwriters to the Company, by notice to the Company, if prior to the Closing Date (a) trading in securities generally on the New York Stock Exchange, American Stock Exchange or the Nasdaq National Market shall have been suspended or materially limited; (b) a general moratorium on commercial banking activities in New York shall have been declared by either federal or state authorities; or (c) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable to commence or continue the offering of the Series 2004-1 Notes on the terms set forth in the Prospectus, as applicable, or to enforce contracts for the resale of the Series 2004-1 Notes by the Underwriters. Notice of such termination may be given to the Company by facsimile or telephone and shall be subsequently confirmed by letter.

           10. Information Furnished by the Underwriters. The statements set forth in the second, fourth and seventh paragraphs and the table under the heading "Plan of Distribution" in the supplement to the Prospectus relating to the Series 2004-1 Notes constitute the only information furnished by or on behalf of the Underwriters as such information is referred to in Sections 3(b) and 5 hereof.

           11. Default by One of the Underwriters. If any of the Underwriters shall fail on the Closing Date to purchase the Series 2004-1 Notes which it is obligated to purchase hereunder (the "Defaulted Notes"), the remaining Underwriter (the "Non-Defaulting Underwriter") shall have the right, but not the obligation, within one Business Day thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Notes upon the terms herein set forth; if, however, the Non-Defaulting Underwriter shall have not completed such arrangements within such one Business Day period, then this Agreement shall terminate without liability on the part of the Non-Defaulting Underwriter.

           No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

           In the event of any such default which does not result in a termination of this Agreement, either the Non-Defaulting Underwriters or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements.

           12. Computational Materials.

           (a) It is understood that the Underwriters may prepare and provide to prospective investors certain Computational Materials, as defined below, in connection with the Company's offering of the Notes, subject to the following conditions:

           (i) The Underwriters shall comply with all applicable laws and regulations in connection with the use of Computational Materials including the No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 27, 1994, and the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (collectively, the "Kidder/PSA Letters").

           (ii) As used herein, "Computational Materials" and the term "ABS Term Sheets" shall have the meanings given such terms in the Kidder/PSA Letters, but shall include only those Computational Materials that have been prepared or delivered to prospective investors by or at the direction of an Underwriter.

           (iii) Each Underwriter shall provide the Company with representative forms of all Computational Materials prior to their first use, to the extent such forms have not previously been approved by the Company for use by such Underwriter. Each Underwriter shall provide to the Company, for filing on Form 8-K as provided in subsection (b) of this Section, copies of all Computational Materials that are to be filed with the Commission pursuant to the Kidder/PSA Letters. Each Underwriter may provide copies of the foregoing in a consolidated or aggregated form. All Computational Materials described in this paragraph (iii) must be provided to the Company not later than 10:00 a.m., New York City time, one business day before filing thereof is required pursuant to the terms of this Agreement.

           (iv) If an Underwriter does not provide the Computational Materials to the Company pursuant to paragraph (iii) above, such Underwriter shall be deemed to have represented, as of the applicable Closing Date, that it did not provide any prospective investors with any information in written or electronic form in connection with the offering of the Notes that is required to be filed with the Commission in accordance with the Kidder/PSA Letters.

           (v) In the event of any delay in the delivery by an Underwriter to the Company of all Computational Materials required to be delivered in accordance with subparagraph (iii) above, the Company shall have the right to delay the release of the Prospectus to investors or to such Underwriter, to delay the Closing Date and to take other appropriate actions in each case as necessary in order to allow the Company to comply with its agreement set forth in subsection (b) of this Section to file the Computational Materials by the time specified therein.

           (b) The Company shall file the Computational Materials, if any, provided to it by the Underwriter under subsection (a)(iii) of this Seciton with the Commission pursuant to a Current Report on Form 8-K no later than 5:30 p.m., New York time, on the date required pursuant to the Kidder/PSA Letters.

           13. Survival of Representations and Warranties. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement or contained in notes of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of the Underwriters, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Series 2004-1 Notes.

           14. Miscellaneous. Except as otherwise provided in Sections 5, 8 and 9 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (a) if to the Company or College Loan, at 16855 West Bernardo Drive, Suite 270, San Diego, California 92127, Attention: Cary Katz with a copy to Richard L. Fried, Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038; and (b) if to the Underwriters, to the address of the respective Underwriter set forth above with a copy to Robert D. Irvin, Kutak Rock LLP, 1801 California Street, Suite 3100, Denver, Colorado 80202.

          This Agreement has been and is made solely for the benefit of the Underwriters, the Company, their respective directors, officers, managers, trustees and controlling persons referred to in Section 5 hereof and their respective successors and assigns, to the extent provided herein, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term “successor” nor the term “successors and assigns” as used in this Agreement shall include a purchaser from an Underwriter of any of the Series 2004-1 Notes in his status as such purchaser.

           15. Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York without giving effect to the choice of laws or conflict of laws principles thereof.

          The Company hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

           This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto.

           16. Liability of Wilmington Trust Company. Wilmington Trust Company acts solely as the Delaware Trustee hereunder and not in its individual capacity. All persons having any claim against the Company or the Delaware Trustee by reason of this Agreement shall look only to the Trust Estate for payment or satisfaction thereof.

           Please confirm that the foregoing correctly sets forth the agreement between the Company and the Underwriters.

Very truly yours,

COLLEGE LOAN CORPORATION TRUST I

By: COLLEGE LOAN CORPORATION, as
        Issuer Administrator

By /s/ John Falb                                                       
Title Treasurer                                                     

COLLEGE LOAN CORPORATION

By /s/ John Falb                                                       
Title Treasurer                                                     

Confirmed as of the date first
above mentioned.

UBS SECURITIES LLC


By /s/ Jack McCleary                                                       
Title Executive Director                                                  

CITIGROUP GLOBAL MARKETS INC.


By /s/ Hing C. Loi                                                       
Title Director                                                     

GOLDMAN, SACHS & CO.


/s/ Goldman, Sachs & Co.                                                          
         (Goldman, Sachs & Co.)

RBC DAIN RAUSCHER INC.


By /s/ Harry T. Apfel                                                       
Title Managing Director                                                  




UBS SECURITIES LLC


By /s/ David S. Martin                                            
Title Managing Director                                                 

                                                    SCHEDULE A


Series 2004-1    UBS Securities    Citigroup Global     Goldman, Sachs        RBC Dain              Total
    Notes              LLC           Markets Inc.            & Co.         Rauscher Inc.

Class A-1          $97,700,000       $122,100,000         $48,800,000        $24,400,000         $293,000,000
Class A-2          102,300,000        127,900,000          51,200,000         25,600,000          307,000,000
Class A-3          133,300,000        166,700,000          66,700,000         33,300,000          400,000,000
Class A-4           66,700,000         83,300,000          33,300,000         16,700,000          200,000,000
Class B                     -0-                -0-        100,000,000                 -0-         100,000,000
                  ------------       ------------        ------------       ------------       --------------
         Total    $400,000,000       $500,000,000        $300,000,000       $100,000,000       $1,300,000,000
                  ============       ============        ============       ============       ==============

                                                          SCHEDULE B

                                              Terms of the Series 2004-1 Notes

                                                   Final             Price to        Underwriting        Proceeds to
  Class              Interest Rate             Maturity Date          Public           Discount            Issuer

Class A-1      3-month LIBOR plus 0.05%           4/25/2011             100%             0.200%        $  292,414,000
Class A-2      3-month LIBOR plus 0.11%           4/25/2016             100%             0.220%           306,324,600
Class A-3      3-month LIBOR plus 0.16%           4/25/2021             100%             0.245%           399,020,000
Class A-4      3-month LIBOR plus 0.19%           4/25/2024             100%             0.300%           199,400,000
Class B        Auction Rate Certificates          5/1/2044              100%             0.220%            99,780,000
                                                                                                       --------------
         Total                                                                                         $1,296,938,600

EX-4

EXECUTION COPY

FIFTH SUPPLEMENTAL INDENTURE OF TRUST

between

COLLEGE LOAN CORPORATION TRUST I

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
Dated as of May 1, 2004

Series 2004-1 Notes

TABLE OF CONTENTS

Page

Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
Section 16.
Section 17.
Section 18.
Section 19.
Section 20.
Section 21.
Section 22. Definitions and Related Matters
Authorization and Terms of Series 2004-1 Notes
Interest Payable On Series 2004-1 Notes
Additional Provisions Regarding the Applicable Interest Rate for the Series 2004-1 LIBOR Rate Notes
Purposes of Issuance of Series 2004-1 Notes
Deposit of Series 2004-1 Note Proceeds
Redemption of Series 2004-1 Notes
Book-Entry Series 2004-1 Notes
Limitation on Fees
Certain Designations Pursuant to the Indenture
Mandatory Redemption of or Distributions of Principal With Respect to Notes
List of Non-Business Days
Certain Findings, Determinations and Designations
Conditions Precedent
Amendments to Base Indenture
Notices to the Eligible Lender Trustee and the Trustee
Governing Law
Headings
Severability
Counterparts; Facsimile
Effect of Fifth Supplement
Rights, Privileges and Immunities of Trustee 2
7
9
9
10
10
10
12
14
15
16
16
17
17
17
18
18
18
18
19
19
19

ANNEX 1 CERTAIN TERMS AND PROVISIONS OF THE AUCTION RATE NOTES

EXHIBIT A FORM OF SERIES 2004-1 LIBOR RATE NOTES

EXHIBIT B FORM OF SERIES 2004-1 AUCTION RATE NOTES

EXHIBIT C NOTICE OF A PAYMENT DEFAULT

EXHIBIT D NOTICE OF CURE OF PAYMENT DEFAULT COLLEGE LOAN CORPORATION TRUST I

EXHIBIT E NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT

EXHIBIT F NOTICE ESTABLISHING AUCTION PERIOD ADJUSTMENT

EXHIBIT G NOTICE OF CHANGE IN AUCTION DATE

EXHIBIT H RATING AGENCY CONDITION I-1

A-1

B-1

C-1

D-1

E-1

F-1

G-1

H-1

FIFTH SUPPLEMENTAL INDENTURE OF TRUST

           THIS FIFTH SUPPLEMENTAL INDENTURE OF TRUST (this "Fifth Supplement"), dated as of May 1, 2004, between COLLEGE LOAN CORPORATION TRUST I, a Delaware statutory trust (the "Issuer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation 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 State of New York (the "Trustee");

R E C I T A L S:

           WHEREAS, the Issuer, Deutsche Bank Trust Company Americas, as eligible lender trustee, and the Trustee, as indenture trustee, have previously executed and delivered an Amended and Restated Indenture of Trust (the "Base Indenture"), dated as October 1, 2003 (the Base Indenture, the First Supplement, the Second Supplement, the Third Supplement and the Fourth Supplement (each as defined below), as amended from time to time, are collectively referred to as the "Indenture"); and

           WHEREAS, the Indenture prescribes the terms and conditions upon which the Issuer may from time to time authorize and issue series of Notes (as defined in the Indenture); and

           WHEREAS, the Issuer has previously authorized and issued multiple series of Senior and Subordinated Notes; and

           WHEREAS, the Issuer has authorized and determined to issue four series of Senior Notes and one series of Subordinate Notes (collectively, the "Series 2004-1 Notes") pursuant to the Indenture and this Fifth Supplement; and

           WHEREAS, the Issuer desires by this Fifth Supplement to (a) prescribe the terms and provisions of the Series 2004-1 Notes all as more fully set forth herein and (b) to amend and supplement certain terms and provisions of the Indenture as set forth herein, which amendments have been agreed to by the Issuer and the Trustee; and

           WHEREAS, with respect to clause (a) above, pursuant to Section 8.01(e) of the Base Indenture, the Issuer and the Trustee may amend the Indenture without consent of, or notice to, any of the Noteholders or any Other Beneficiary to authorize the issuance of a series of Notes, subject to the requirements of Article II of the Base Indenture; and

           WHEREAS, with respect to clause (b) above, pursuant to Section 8.01(j) of the Base Indenture, the Issuer and the Trustee may amend the Indenture without consent of, or notice to, any of the Noteholders or any Other Beneficiary for the purpose of making any change to the Indenture if the Rating Agency Condition shall have been satisfied with respect thereto; and further that the Rating Agency Condition has been satisfied with respect to this amendment as evidenced by the letters attached hereto as Exhibit H; and

           WHEREAS, the execution and delivery of this Fifth Supplement and the issuance of the Series 2004-1 Notes have been in all respects duly and validly authorized by the Issuer and all acts and things necessary to constitute this Fifth Supplement a valid supplemental indenture according to its terms have been done and performed;

           NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements contained herein, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Fifth Supplement hereby agree as follows:

           Section 1. Definitions and Related Matters.

          (a) In the event that any term or provision contained in this Fifth Supplement shall conflict with or be inconsistent with any provision contained in the Base Indenture or any Supplement, the terms and provisions of this Fifth Supplement shall govern with respect to the Series 2004-1 Notes.

          (b) All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture.

          (c) In addition, the following terms shall have the following respective meanings unless the context hereof clearly requires otherwise:

          "Acquisition Period" means, with respect to the use of proceeds of the Series 2004-1 Notes in the Acquisition Fund, the period beginning on the Closing Date and ending on and including December 27, 2004.

          "Administration Fee" means a monthly fee paid on the Monthly Calculation Date equal to 1/12 of 0.20% of the ending Principal Balance of the Financed Student Loans, plus accrued interest thereon, during the preceding month, or such greater or lesser amount as may be provided by Issuer Order (provided that the Rating Agency Condition is met with respect to any increase in such amount) which shall be released to the Issuer each month to cover its expenses (other than Servicing Fees and Note Fees) incurred in connection with carrying out and administering its powers, duties and functions under this Indenture and any related agreements. Notwithstanding the foregoing,

          (a) if at any time during the preceding Collection Period, the Net Loan Rate Restriction Period was applicable or any Auction Rate Notes accrued interest at the Maximum Rate, then the monthly fee paid on the Monthly Calculation Date following such Collection Period shall be equal to 1/12 of 0.10% of the ending Principal Balance of the Financed Student Loans, plus accrued interest thereon, during the preceding month,

          (b) if on any Quarterly Distribution Date with respect to the Series 2003-2 Notes, the amount distributed with respect thereto has been less than the expected Targeted Balance distribution as set forth in Schedule A to the Fourth Supplement, then for the following three Monthly Calculation Dates, the monthly fee paid on each such Monthly Calculation Date shall be equal to 1/12 of 0.10% of the ending Principal Balance of the Financed Student Loan, plus accrued interest thereon, during the preceding month, or

          (c) if an Event of Default has occurred and is continuing, then, subject to the other provisions of the Indenture with respect to application of moneys, the monthly fee paid on the Monthly Calculation Date shall be equal to 1/12 of 0.10% of the ending Principal Balance of the Financed Student Loans, plus accrued interest thereon, during the preceding month.

          "Applicable Interest Rate" means the rate of interest per annum borne from time to time by a series of the Series 2004-1 Notes, which shall be (a) during the Initial Interest Period for such series, the Initial Interest Rate, (b) for the Series 2004-1 LIBOR Rate Notes, during each Interest Period thereafter, LIBOR plus 0.05% with respect to the Series 2004-1A-1 Senior Notes, LIBOR plus 0.11% with respect to the Series 2004-1A-2 Senior Notes, LIBOR plus 0.16% with respect to the Series 2004-1A-3 Senior Notes and LIBOR plus 0.19% with respect to the Series 2004-1A-4 Senior Notes, and (c) for the Series 2004-1 Auction Rate Notes, during each Interest Period thereafter, the rate of interest determined in accordance with the Auction Procedures.

          "Auction Rate Notes" means each series of Notes for which the applicable interest rate is determined periodically pursuant to the auction procedures described in the applicable Supplemental Indenture pursuant to which such series of Notes was issued. As of the Closing Date, each series of Notes issued pursuant to the First Supplement, the Second Supplement, the Third Supplement and the Series 2004-1B Subordinate Notes is a series of Auction Rate Notes.

          "Authorized Denominations" means (a) for the LIBOR Rate Notes, $100,000 and any multiple of $1,000 in excess thereof, and (b) for the Auction Rate Notes, $50,000 and any multiple thereof.

           "Base Indenture" shall have the meaning ascribed to such term in the Recitals hereof.

          "Book-Entry Form" or "Book-Entry System" means a form or system under which (a) the beneficial right to principal and interest may be transferred only through a book entry and (b) 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.

          "Business Day" means, (i) for purposes of calculating LIBOR, any day on which banks in New York, New York and London, England are open for the transaction of international business and (ii) for all other purposes, the meaning set forth in the Indenture; provided, however, for the Auction Rate Notes, "Business Day" shall not include (a) April 14, April 15, December 30, December 31, or (b) such other dates as may be agreed to in writing by the Market Agent, the Auction Agent, the Broker-Dealer and the Issuer.

           "Closing Date" means May 20, 2004.

          "First Supplement" means the First Supplemental Indenture of Trust, dated as of March 1, 2002 between the Issuer and the Trustee, as amended or supplemented in accordance with the terms thereof and of the Indenture.

          "Fifth Supplement" means this Fifth Supplemental Indenture of Trust, dated as of May 1, 2004, between the Issuer and the Trustee, as amended or supplemented in accordance with the terms hereof and of the Indenture.

          "Fourth Supplement" means the Fourth Supplemental Indenture of Trust, dated as of October 1, 2003, between the Issuer and the Trustee, as amended or supplemented in accordance with the terms hereof and of the Indenture.

          "Indenture" means the Amended and Restated Indenture of Trust, dated as of October 1, 2003, from the Issuer, and Deutsche Bank Trust Company Americas, as eligible lender trustee, to Deutsche Bank Trust Company Americas, as the trustee, and as may be further amended and supplemented from time to time.

           "Initial Interest Period" means (i) with respect to each series of Series 2004-1 LIBOR Rate Notes, the period commencing on the Closing Date and continuing through the day immediately preceding the Initial Interest Rate Adjustment Date and (ii) with respect to the Series 2004-1 Auction Rate Notes, the date described in Annex 1 hereto.

           "Initial Interest Rate" means 1.237419% per annum in the case of the Series 2004-1A-1 Senior Notes, 1.297419% per annum in the case of the Series 2004-1A-2 Senior Notes, 1.347419% per annum in the case of the Series 2004-1A-3 Senior Notes and 1.377419% per annum in the case of the Series 2004-1A-4 Senior Notes; and (ii) with respect to the Series 2004-1 Auction Rate Notes, the rate described in Annex 1 hereto.

           "Initial Interest Rate Adjustment Date" means (i) with respect to each series of Series 2004-1 LIBOR Rate Notes, July 26, 2004 and (ii) with respect to the Series 2004-1 Auction Rate Notes, the date described in Annex 1 hereto.

           "Interest Payment Date" means (i) with respect to each series of Series 2004-1 LIBOR Rate Notes, the 25th day of each January, April, July and October, or if such day is not a Business Day, the next succeeding Business Day, commencing July 26, 2004; and (ii) with respect to the Series 2004-1 Auction Rate Notes, the dates described in Annex 1 hereto.

          "Interest Period" means, (i) with respect to the initial Interest Payment Date, the Initial Interest Period; (ii) for each series of Series 2004-1 LIBOR Rate Notes, with respect to each Interest Payment Date thereafter, the period beginning on the prior Interest Payment Date and ending on the day immediately preceding such Interest Payment Date; and (iii) with respect to the Series 2004-1 Auction Rate Notes, the period described in Annex 1 hereto.

          "LIBOR" means, with respect to any Interest Period, the London interbank offered rate for deposits in U.S. dollars having a maturity of three months which appears on Telerate Page 3750 as of 11:00 a.m., London time, on the related LIBOR Determination Date as determined by the Trustee or its agent. If this rate does not appear on Telerate Page 3750, the rate for that day will be determined on the basis of the rates at which deposits in U.S. dollars, having a maturity of three months and in a principal amount of not less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time, on that LIBOR Determination Date, to prime banks in the London interbank market by the Reference Banks. The Trustee will request the principal London office of each Reference Bank identified to it by the Issuer Administrator to provide a quotation of its rate. If the Reference Banks provide at least two quotations, the rate for that day will be the arithmetic mean of the quotations. If the Reference Banks provide fewer than two quotations, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Issuer Administrator at approximately 11:00 a.m., New York time, on that LIBOR Determination Date, for loans in U.S. dollars to leading European banks having a maturity of three months and in a principal amount of not less than U.S. $1,000,000. If the banks selected as described above are not providing quotations, LIBOR in effect for the applicable Interest Period will be the LIBOR in effect for the previous Interest Period.

          "LIBOR Determination Date" means, (i) with respect to the Series 2004-1 LIBOR Rate Notes, for each Interest Period, the second Business Day immediately preceding the first day of that Interest Period and (ii) with respect to the Series 2004-1 Auction Rate Notes, the meaning set forth in Annex 1 hereto.

          "LIBOR Rate Notes" means, collectively, the Series 2004-1A-1 Senior Notes, Series 2004-1A-2 Senior Notes, the Series 2004-1A-3 Senior Notes and the Series 2004-1A-4 Senior Notes.

           "Note Registrar" means, with respect to the Series 2004-1 Notes, the Trustee.

           "Participant" means a member of, or participant in, the Securities Depository.

          "Paying Agent" means the Trustee and its successor or successors or any other commercial bank designated in accordance herewith as a place at which principal of or interest on the Series 2004-1 Notes is payable.

          "Percentage Interest" means, with respect to a Series 2004-1 Note, the fraction, expressed as a percentage, the numerator of which is the original denomination represented by such Series 2004-1 Note and the denominator of which is the original Principal Amount of all Series 2004-1 Notes of that series.

           "Principal Lock-out Period" means, the period beginning on the Closing Date and ending on the day immediate preceding the Quarterly Distribution Date occurring April 2006 with respect to the Series 2004-1A-1 Senior Notes, July 2008 with respect to the Series 2004-1A-2 Senior Notes, October 2010 with respect to the Series 2004-1A-3 Senior Notes and December 25, 2011 with respect to the Series 2004-1A-4 Senior Notes.

          "Program Expense Percentage" means, with respect to any Interest Period, the per annum rate of interest (rounded to the next highest 0.01%) equal to the sum of the Note Fees, Administration Fee and Servicing Fees, in each case for the calendar month immediately preceding such Interest Period, as determined by the Issuer on the last day of such calendar month, expressed as a percentage of the average daily outstanding Principal Balance of the Financed Student Loans during such month.

          "Quarterly Distribution Date" means, with respect to the Series 2004-1 LIBOR Rate Notes, each Interest Payment Date for such Series 2004-1 LIBOR Rate Notes.

          "Reference Banks" means, with respect to a determination of LIBOR for any Interest Period by the Trustee, four major banks in the London interbank market selected by the Issuer Administrator.

          "Regular Record Date" means, (i) with respect to each series of Series 2004-1 Notes, one Business Day prior to each Quarterly Distribution Date and (ii) with respect to the Series 2004-1 Auction Rate Notes, the meaning set forth in Schedule I hereto.

          "Reserve Fund Requirement" means, at any time, an amount equal to (a) 0.75% of the aggregate Principal Amount of Notes then Outstanding, or (b) such other lesser or greater amount specified as the Reserve Fund Requirement in another supplemental indenture; provided, however, that in no event shall the amount on deposit be less than $500,000.

          "Second Supplement" means the Second Supplemental Indenture of Trust, dated as of June 1, 2002, between the Issuer and the Trustee, as amended or supplemented in accordance with the terms thereof and of the Indenture.

          "Securities Depository" means The Depository Trust Company, New York, New York, and its successors and assigns, or, if (a) the then-existing Securities Depository resigns from its functions as depository of the Series 2004-1 Notes or (b) the Issuer discontinues use of the Securities Depository pursuant to Section 8(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 2004-1 Notes and which is selected by the Issuer with the consent of the Trustee.

          "Series 2003-2 Notes" means, collectively, the Series 2003-2A-1 Senior Notes, the Series 2003-2A-2 Senior Notes and the Series 2003-2A-3 Senior Notes issued pursuant to the Indenture and the Fourth Supplement.

           "Series 2003-2A-1 Senior Notes" means the Notes created and to be issued under the Fourth Supplement in the original Principal Amount of $345,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2003-2A-1."

           "Series 2003-2A-2 Senior Notes" means the Notes created and to be issued under the Fourth Supplement in the original Principal Amount of $646,800,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2003-2A-2."

           "Series 2003-2A-3 Senior Notes" means the Notes created and to be issued under the Fourth Supplement in the original Principal Amount of $308,200,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2003-2A-3."

           "Series 2004-1 Auction Rate Notes" means the Series 2004-1B Subordinate Notes.

          "Series 2004-1 LIBOR Rate Notes" means, collectively, the Series 2004-1A-1 Senior Notes, the Series 2004-1A-2 Senior Notes, the Series 2004-1A-3 Senior Notes and the Series 2004-1A-4 Senior Notes.

          "Series 2004-1 Notes" means, collectively, the Series 2004-1A-1 Senior Notes, the Series 2004-1A-2 Senior Notes, the Series 2004-1A-3 Senior Notes, the Series 2004-1A-4 Senior Notes and the Series 2004-1B Subordinate Notes.

           "Series 2004-1 Senior Notes" means the Series 2004-1A-1 Senior Notes, the Series 2004-1A-2 Senior Notes, the Series 2004-1A-3 Senior Notes and the Series 2004-1A-4 Senior Notes.

           "Series 2004-1A-1 Senior Notes" means the Notes created and to be issued under this Fifth Supplement in the original Principal Amount of $293,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2004-1A-1."

           "Series 2004-1A-2 Senior Notes" means the Notes created and to be issued under this Fifth Supplement in the original Principal Amount of $307,400,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2004-1A-2."

           "Series 2004-1A-3 Senior Notes" means the Notes created and to be issued under this Fifth Supplement in the original Principal Amount of $400,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2004-1A-3."

           "Series 2004-1A-4 Senior Notes" means the Notes created and to be issued under this Fifth Supplement in the original Principal Amount of $200,000,000 and designated as the "Student Loan Asset-Backed Notes, Senior Series 2004-1A-4."

           "Series 2004-1B Subordinate Notes" means the Notes created and to be issued under this Fifth Supplement in the original Principal Amount of $100,000,000 and designated as the "Student Loan Asset-Backed Notes, Subordinate Series 2004-1B."

          "Telerate Page 3750" means the display page so designated on the Telerate Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

          "Third Supplement" means the Third Supplemental Indenture of Trust, dated as of March 1, 2003, between the Issuer and the Trustee, as amended or supplemented in accordance with the terms hereof and of the Indenture.

          Section 2. Authorization and Terms of Series 2004-1 Notes. There is hereby created and there shall be (a) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2004-1A-1" in the aggregate principal amount of $293,000,000; (b) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2004-1A-2" in the aggregate principal amount of $307,000,000; (c) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2004-1A-3" in the aggregate principal amount of $400,000,000; (d) a series of Senior Notes entitled "Student Loan Asset-Backed Notes, Senior Series 2004-1A-4" in the aggregate principal amount of $200,000,000; and (e) a series of Subordinate Notes entitled "Student Loan Asset-Backed Notes, Subordinate Series 2004-1B" in the aggregate principal amount of $100,000,000.

          The Series 2004-1A-1 Senior Notes shall have a Stated Maturity on April 25, 2011, the Series 2004-1A-2 Senior Notes shall have a Stated Maturity on April 25, 2016, the Series 2004-1A-3 Senior Notes shall have a Stated Maturity on April 25, 2021, the Series 2004-1A-4 Senior Notes shall have a Stated Maturity on April 25, 2024 and the Series 2004-1B Subordinate Notes shall have a Stated Maturity on May 1, 2044.

          Each series of Series 2004-1 Notes shall bear interest at its Applicable Interest Rate, and at such Applicable Interest Rate (to the extent that the payment of such interest shall be legally enforceable) on overdue installments of interest.

          The Series 2004-1 Notes shall be issued as fully registered Notes without coupons in Authorized Denominations.

          The Series 2004-1 Notes shall be dated as provided in Section 2.09 of the Indenture and shall bear interest from their date of original issue until payment of principal has been made or duly provided for. With respect to each series of Series 2004-1 Notes, the date of original issue of the Series 2004-1 Notes shall be the Closing Date set forth in this Fifth Supplement. The Series 2004-1 Notes of each series shall be numbered in such manner as the Note Registrar shall determine.

           Interest on each series of Series 2004-1 LIBOR Rate Notes shall be computed on the basis of a 360-day year for the number of days actually elapsed, and shall be payable on each Interest Payment Date with respect to such series prior to the Maturity thereof and at the Maturity thereof. Interest on the Series 2004-1 Auction Rate Notes shall be computed on the basis of a 365-day year for the number of days actually elapsed, except that, for any leap year, such calculation with respect to an Interest Payment Date occurring after January 1 of such year through December 31 of such year shall be computed on the basis of a 366-day year and accrue daily from the date thereof, and shall be payable on each Interest Payment Date with respect to such series prior to the Maturity thereof and at the Maturity thereof, and as further computed as described in Annex 1 hereto. The interest payable on each Interest Payment Date for each series of Series 2004-1 Notes (which, in the case of the Series 2004-1 Auction Rate Notes, shall be calculated on a per unit basis, based on a unit of $50,000) shall be that interest which has accrued through the last day preceding such Interest Payment Date or, in the case of the Maturity of a Series 2004-1 Note, the last day preceding the date of such Maturity. The Applicable Interest Rate shall be effective as of and on the first day of the applicable Interest Period and be in effect thereafter through the end of such Interest Period.

          The principal of the Series 2004-1 Notes, together with interest payable on the Series 2004-1 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 8 hereof, presentation and surrender of such Series 2004-1 Notes at the Principal Office of the Trustee, as Paying Agent with respect to the Series 2004-1 Notes, or a duly appointed successor Paying Agent. Interest due on the Series 2004-1 Notes on each regularly scheduled Interest Payment Date shall, except as otherwise provided in Section 8 hereof, be paid 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. 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 2004-1 Note the Holder of which is the Holder of Series 2004-1 Notes in the aggregate Principal Amount of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount of Series 2004-1 Notes is Outstanding, the Holder of all outstanding Series 2004-1 Notes), at the direction of such Holder received by the Paying Agent by 5:00 p.m. 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 2004-1 Notes with respect to which such Defaulted Interest is to be paid, not less than 10 days prior to such Special Record Date 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 premium, if any, and interest on the Series 2004-1 Notes shall be made in lawful money of the United States of America.

          The Series 2004-1 Notes are subject to redemption prior to their Stated Maturity upon the terms and conditions specified in Section 7 hereof.

           Subject to the provisions of the Indenture, the Series 2004-1 Notes shall be in substantially the form set forth in Exhibit A or 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 requirements of any governmental authority or any usage or requirement of law with respect thereto.

          Section 3. Interest Payable On Series 2004-1 Notes. During the Initial Interest Period, each series of Series 2004-1 Notes shall bear interest at the Initial Interest Rate for such series. Thereafter, each series of the Series 2004-1 Notes shall bear interest at the Applicable Interest Rate for the number of days of the applicable Interest Period, as determined pursuant to this Section 3 and, with respect to the Series 2004-1 Auction Rate Notes, Annex 1 hereto.

          On each LIBOR Determination Date, the Trustee shall determine LIBOR and the Applicable Interest Rate for each series of Series 2004-1 LIBOR Rate Notes for the upcoming Interest Period. Promptly following each LIBOR Determination Date, the Trustee shall provide the Issuer Administrator with written notice of LIBOR and the Applicable Interest Rates so determined. The Series 2004-1 Auction Rate Notes shall accrue interest as specified in Annex 1 hereto.

          Section 4. Additional Provisions Regarding the Applicable Interest Rate for the Series 2004-1 LIBOR Rate Notes. The determination of LIBOR and each Applicable Interest Rate for the Series 2004-1 LIBOR Rate Notes by the Trustee pursuant to the provisions of Section 3 of this Fifth Supplement shall be conclusive and binding on the Holders of the series of Series 2004-1 Notes to which LIBOR and such Applicable Interest Rate applies, and the Issuer and the Issuer Administrator may rely thereon for all purposes.

          In no event shall the cumulative amount of interest paid or payable on a series of Series 2004-1 LIBOR Rate Notes (including interest calculated as provided herein, plus any other amounts that constitute interest on the Series 2004-1 LIBOR Rate Notes of such series under applicable law, which are contracted for, charged, reserved, taken or received pursuant to the Series 2004-1 LIBOR Rate 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 2004-1 LIBOR Rate 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 2004-1 LIBOR Rate Notes of a series or related documents or otherwise contracted for, charged, reserved, taken or received in connection with the Series 2004-1 LIBOR Rate Notes of such series, or if the redemption or acceleration of the maturity of the Series 2004-1 LIBOR Rate Notes of such series results in payment to or receipt by the Holder or any former Holder of the Series 2004-1 LIBOR Rate Notes of such series of any interest in excess of that permitted by applicable law, then, notwithstanding any provision of the Series 2004-1 LIBOR Rate Notes of such series or related documents to the contrary, all excess amounts theretofore paid or received with respect to the Series 2004-1 LIBOR Rate Notes of such series shall be credited on the Principal Amount of the Series 2004-1 LIBOR Rate Notes of such series (or, if the Series 2004-1 LIBOR Rate 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 2004-1 LIBOR Rate 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 2004-1 LIBOR Rate Notes of such series and under the related documents.

          Section 5. Purposes of Issuance of Series 2004-1 Notes. The Series 2004-1 Notes are being issued (a) to provide funds to be used to acquire Student Loans, (b) to fund the Reserve Fund, and (c) to pay the costs of issuing the Series 2004-1 Notes.

          Section 6. Deposit of Series 2004-1 Note Proceeds. From the net proceeds derived from the sale of the Series 2004-1 Notes on the Closing Date $1,296,938,600, there shall be deposited with the Trustee:

          (a) for credit to the Acquisition Fund, an amount equal to $1,287,188,600 ($763,000 of which will be used to pay the costs of issuance other than the underwriting discount); and

          (b) for credit to the Reserve Fund, an amount equal to $9,750,000.

          Section 7. Redemption of Series 2004-1 Notes. The Series 2004-1 Notes are subject to redemption as provided in this Section 7.

          (a) Prior to their Stated Maturity, the Series 2004-1 Notes shall not receive distributions pursuant to Section 4.05(m) of the Base Indenture.

          (b) Redemption of Series 2004-1 Notes will be made pursuant to Section 4.05(u) of the Base Indenture as follows:

First, to redeem each series of Series 2004-1 LIBOR Rate Notes following its Principal Lock-out Period, sequentially in numerical order starting with the Series 2004-1A-1 Senior Notes and ending with the Series 2004-1A-4 Senior Notes, until their outstanding Principal Amount is reduced to zero.

Second, to redeem each series of Auction Rate Notes issued by the Issuer that are then permitted to be redeemed. The specific series of Notes to be redeemed will be determined by Issuer Order and the redemptions will occur on the dates determined for the applicable series pursuant to the terms of the applicable Supplemental Indenture pursuant to which such series of Notes was issued.

Third, to redeem each series of Series 2003-2 Senior Notes sequentially in ascending numerical order, until their outstanding principal balance is reduced to zero.

Fourth, to redeem each series of Series 2004-1 LIBOR Rate Notes during its Principal Lock-out Period, sequentially in numerical order starting with the Series 2004-1A-1 Senior Notes and ending with the Series 2004-1A-4 Senior Notes, until their outstanding Principal Amount is reduced to zero.

As a result of the priorities described above, prior to an Event of Default under the Indenture:

          (i) the Series 2004-1A-4 Senior Notes will not receive any payments of principal so long as any Series 2004-1A-3 Senior Notes remain Outstanding;

          (ii) the Series 2004-1A-3 Senior Notes will not receive any payments of principal so long as any Series 2004-1A-2 Senior Notes remain Outstanding;

          (iii) the Series 2004-1A-2 Senior Notes will not receive any payments of principal so long as any Series 2004-1A-1 Notes remain Outstanding; and

          (iv) so long as any series of Series 2003-2 Notes or any series of Auction Rate Notes issued by the Trust that are then permitted to be redeemed remain outstanding, no series of Series 2004-1 LIBOR Rate Notes will not receive any payments of principal during it's Principal Lock-out Period.

          (c) Optional Redemption of Series 2004-1B Subordinate Notes. Subject to compliance with Section 3.02 of the Base Indenture and Section 10 hereof, Series 2004-1B Subordinate Notes may, at the option of the Issuer and from amounts credited to the Retirement Account for such purpose, be redeemed on any regularly scheduled Interest Payment Date for such series, in whole or in part, at a price equal to 100% of the Principal Amount of Series 2004-1B Subordinate Notes to be redeemed plus accrued interest thereon to the date of redemption.

          (d) Selection of Series 2004-1 Notes for Redemption. If less than all Outstanding Series 2004-1A-1 Senior Notes, Series 2004-1A-2 Senior Notes, Series 2004-1A-3 Senior Notes or Series 2004-1A-4 Senior Notes are to be redeemed pursuant to subsections (a) or (b) of this Section 7, redemptions will be made to the Noteholders of the series of Series 2004-1 LIBOR Rate Notes being redeemed on a pro rata basis based upon the Percentage Interest represented by their respective Notes.

          If less than all of the Outstanding Series 2004-1B Subordinate Notes are to be redeemed pursuant to this Section 7, the particular Series 2004-1B Subordinate 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 2004-1B Notes in an Authorized Denomination.

          The Trustee shall promptly notify the Note Registrar and any Paying Agent for the Series 2004-1 Notes (in each case, if other than the Trustee) in writing of the Series 2004-1 Notes selected for redemption and, in the case of any Series 2004-1 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 2004-1 Notes shall relate, in the case of any Series 2004-1 Note redeemed or to be redeemed only in part, to the portion of the principal of such Series 2004-1 Note which has been or is to be redeemed.

          (e) Notice of Redemption. The provisions of Section 3.04 of the Base Indenture shall not apply to the Series 2004-1 LIBOR Rate Notes. Notice of redemption of Series 2004-1B Subordinate Notes pursuant to this Section 7 shall be given not less than ten days nor more than 30 days prior to the Prepayment Date in accordance with the provisions of Section 3.04 of the Base Indenture.

           Section 8. Book-Entry Series 2004-1 Notes.

          (a) Subject to subsection (c) below, the registered Holder of all Series 2004-1 Notes shall be the Securities Depository, and the Series 2004-1 Notes shall be registered in the name of the nominee for the Securities Depository.

          (b) The Series 2004-1 Notes shall be initially issued in the form of one or more separate, authenticated fully-registered Series 2004-1 Notes for each series thereof in the aggregate Principal Amount of such series. Upon initial issuance, the ownership of each such Series 2004-1 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 Issuer may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Series 2004-1 Notes registered in its name for the purposes of (i) payment of the principal or Prepayment Price of and interest on the Series 2004-1 Notes, (ii) selecting the Series 2004-1 Notes or portions thereof to be redeemed, (iii) giving any notice permitted or required to be given to Holders under the Indenture, (iv) registering the transfer of Series 2004-1 Notes, and (v) obtaining any consent or other action to be taken by Holders and for all other purposes whatsoever, and neither the Trustee nor the Issuer shall be affected by any notice to the contrary (except as provided in subsection (c) below). Neither the Trustee nor the Issuer shall have any responsibility or obligation to any Participant, any beneficial owner of Series 2004-1 Notes or any other Person claiming a beneficial ownership interest in the Series 2004-1 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 Prepayment Price of or interest on the Series 2004-1 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 2004-1 Notes; or any consent given or other action taken by the Securities Depository as Holder. The Trustee shall pay all principal and Prepayment Price of and interest on the Series 2004-1 Notes only to or upon the order of the Securities Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal, purchase price or Prepayment Price of and interest on the Series 2004-1 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 2004-1 Note evidencing the obligation of the Issuer to make payments of principal or Prepayment Price and interest 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 2004-1 Notes will be transferable to such new nominee in accordance with subsection (f) of this Section 8.

          (c) The Securities Depository may determine to discontinue providing its services with respect to the Series 2004-1 Notes at any time by giving notice to the Issuer and the Trustee and discharging its responsibilities with respect thereto under applicable law, or the Issuer may determine that the Securities Depository is incapable of discharging its responsibilities and may so advise the Securities Depository. In either such event, the Issuer 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 Issuer and the Trustee shall be obligated to deliver definitive Series 2004-1 Notes as described in the Indenture and in accordance with subsection (f) below. In the event definitive Series 2004-1 Notes are issued, the provisions of the Indenture and this Supplemental Indenture shall apply to such definitive Series 2004-1 Notes in all respects, including, among other things, the transfer and exchange of such Series 2004-1 Notes and the method of payment of principal or Prepayment Price of and interest on such Series 2004-1 Notes. Whenever the Securities Depository requests the Issuer and the Trustee to do so, the Issuer and the Trustee will cooperate with the Securities Depository in taking appropriate action after reasonable notice (i) to make available one or more separate definitive Series 2004-1 Notes to any Participant having Series 2004-1 Notes credited to its account with the Securities Depository or (ii) to arrange for another securities depository to maintain custody of definitive Series 2004-1 Notes.

          (d) Notwithstanding any other provision of the Indenture to the contrary, so long as any Series 2004-1 Note is registered in the name of the nominee of the Securities Depository, all payments with respect to the principal or Prepayment Price of and interest on such Series 2004-1 Note and all notices with respect to such Series 2004-1 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 Issuer or the Trustee or with respect to any consent or other action to be taken by Holders, the Issuer 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 15 calendar days in advance of such record date (or such longer time as may be required by the Securities Depository) 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 2004-1 Notes is permitted under subsection (b) or (c) of this Section 8, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered Holder thereof of the Series 2004-1 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 2004-1 Notes are issued to Holders other than the nominee of the Securities Depository, or another securities depository as Holder of all the Series 2004-1 Notes, the provisions of the Indenture shall also apply to, among other things, the printing of such definitive Series 2004-1 Notes and the methods of payment of principal or Prepayment Price of and interest on such Series 2004-1 Notes.

           Section 9. Limitation on Fees.

          (a) For so long as any Series 2004-1 Notes shall be Outstanding, the Issuer covenants and agrees that the Note Fees with respect to the Series 2004-1 Notes to be paid, or reimbursed to the Issuer, from the Administration Fund shall not, in any year, exceed the sum of (a) the annual fees of the Trustee, the Delaware Trustee and the Eligible Lender Trustee in effect as of the Closing Date, plus (b) the Broker-Dealer Fees payable at the Broker-Dealer Fee Rate in effect as of the Closing Date, plus (c) the Auction Agent Fees payable at the Auction Agent Fee Rate in effect as of the Closing Date, unless the Rating Agency Condition is satisfied with respect to any such excess amount.

          (b) The Issuer covenants and agrees that the aggregate amount of Servicing Fees, Administration Fees and Note Fees paid from the Administration Fund shall not, in any Fiscal Year, exceed the sum of such fees provided for in the Cash Flows provided to each Rating Agency on the Closing Date for the Series 2004-1 Notes, unless a Rating Agency Condition is satisfied with respect to any such excess amount.

           Section 10. Certain Designations Pursuant to the Indenture.

          (a) For so long as any Notes shall be Outstanding, for purposes of the Indenture:

          (i) the "Senior Asset Requirement" shall mean that, as of the date of determination, the Senior Asset Percentage is at least equal to 107% and the Subordinate Asset Percentage is at least equal to 100.5% or such lesser percentage as permitted upon satisfaction of a Rating Agency Condition;

          (ii) the "Asset Release Requirement" shall mean that, as of the date of determination, (A) the Senior Asset Percentage is at least equal to 107% and the Subordinate Asset Percentage is at least equal to 101.5% and (B) the Aggregate Value of assets held under the Indenture, less the principal amount of all Notes Outstanding will exceed $3,000,000 after release or payment; provided, however, that if any Financed Eligible Loan shall have ceased to be an Eligible Loan because it has lost its Guarantee as a result of marketing operations of College Loan Corporation and not servicer error and such Financed Student Loan remains in the Trust Estate as of such date of determination (a "Non-Guaranteed Loan"), then Asset Release Requirement shall mean, as of the date of determination and after release or payment, that (A) the Aggregate Value less the sum of all accrued interest on Outstanding Senior Notes, all accrued Issuer Swap Payments with respect to Senior Swap Agreements and all accrued fees with respect to Senior Credit Enhancement Facilities is equal to at least 105% of the principal amount of all Senior Notes Outstanding plus 100% of the unpaid principal and accrued interest on the Non-Guaranteed Loans remaining in the Trust Estate, (B) the Aggregate Value less the sum of all accrued interest on all Outstanding Subordinate Notes, all accrued Issuer Swap Payments (other than with respect to Junior Subordinate Swap Agreements) and all accrued fees with respect to Credit Enhancement Facilities (other than Junior Subordinate Credit Enhancement Facilities) is equal to at least 101.5% of the principal amount of all Notes Outstanding plus 100% of the unpaid principal and accrued interest on the Non-Guaranteed Loans remaining in the Trust Estate and (C) the Aggregate Value of assets held under the Indenture, less the principal amount of all Notes Outstanding will exceed $3,000,000 after release or payment; or in all cases such lesser percentages or amounts as may be permitted upon satisfaction of a Rating Agency Condition; and

          (iii) the "Premium" for each Eligible Loan acquired by the Issuer shall mean the portion of the purchase price paid by the Issuer that exceeds the outstanding Principal Balance of such Eligible Loan as of its date of acquisition; provided, however, at no time shall the total Premiums paid for Eligible Loans acquired by the Issuer with the proceeds of the Series 2004-1 Notes exceed 4% of the Principal Balance of such Eligible Loans.

          (b) For purposes of making the deposits required by Section 4.06(a) of the Base Indenture with respect to the Series 2004-1 Notes, for any Interest Period for which the actual Applicable Interest Rate with respect to a series of Series 2004-1 Notes is not known on the Monthly Calculation Date, such series of Series 2004-1 Notes shall be assumed to bear interest at the rate determined by the Issuer and set forth in an Issuer Order.

          (c) The Issuer will not enter into a Joint Sharing Agreement except upon satisfaction of a Rating Agency Condition.

          (d) So long as the Series 2003-2 Notes and Series 2004-1 LIBOR Rate Notes are Outstanding, the Issuer shall not:

          (i) redeem any Subordinate Notes or Junior Subordinate Notes;

          (ii) direct the Trustee to sell Student Loans financed with moneys in the Acquisition Fund pursuant to clause (b) of the seventh paragraph of Section 4.02 of the Base Indenture unless the proceeds of such sale are deposited into the Retirement Account to provide the payment of principal of a series of Notes on their Stated Maturity; or

          (iii) invest money pursuant to Section 4.10 of the Base Indenture directly in Investment Securities consisting of commercial paper issued by an entity that has provided affiliates of the Issuer with financing for Student Loans that are part of the Trust Estate.

           Section 11. Mandatory Redemption of or Distributions of Principal With Respect to Notes.

          (a) For purposes of Section 3.03 of the Base Indenture and subject to the provisions of Section 3.02 of the Base Indenture, if less than all Outstanding Series 2004-1 Notes are to be redeemed, the particular series from which Series 2004-1 Notes shall be redeemed will be determined pursuant to Section 7 of this Fifth Supplement.

          (b) For purposes of Section 3.03 of the Base Indenture, any Supplemental Indenture pursuant to which any series of Notes is issued may provide that amounts transferred to the Retirement Account for the mandatory redemption of, or distribution of principal with respect to, Notes shall be applied to such series of Notes, or any portions thereof, either prior to or after the application of such amounts to the Series 2004-1 Notes, or shall be allocated between such series of Notes and the Series 2004-1 Notes in any other manner. Notwithstanding Section 3.03 of the Base Indenture, so long as any Series 2004-1 Notes are Outstanding, the Issuer covenants that it will not make any payments pursuant to Section 4.05(k) of the Base Indenture.

          Section 12. List of Non-Business Days. The Trustee shall provide to the Auction Agent on the initial Closing Date, and on or before December 31 of each year and upon any change in the state in which the Trustee's Principal Office is located, a list of all legal holidays in the state in which the Principal Office of the Trustee is located during the ensuing calendar year.

          Section 13. Certain Findings, Determinations and Designations. The Issuer hereby finds and determines as follows:

          (a) This Fifth Supplement 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.

          (b) The Series 2004-1A-1 Senior Notes, the Series 2004-1A-2 Senior Notes, the Series 2004-1A-3 Senior Notes and the Series 2004-1A-4 Senior Notes constitute, and are hereby designated as, "Senior Notes" within the meaning of the term as defined and used in the Indenture and are on parity with all other Senior Notes previously issued pursuant to the terms of the Indenture, and the Series 2004-1 Subordinate Notes constitute, and are hereby designated as, "Subordinate Notes" within the meaning of the term as defined and used in the Indenture and are on parity with all other Subordinate Notes previously issued pursuant to the terms of the Indenture.

          (c) Upon receipt of the proceeds of the sale of the Series 2004-1 Notes, (i) the revenues and other moneys and property 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 (ii) 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 revenues and other moneys and property pledged under the Indenture.

          (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 14. Conditions Precedent. Each series of Series 2004-1 Notes shall be executed, authenticated and delivered on the Closing Date subject to the satisfaction of the conditions precedent set forth in Section 2.02 of the Base Indenture.

           Section 15. Amendments to Base Indenture.

          (a) The definition of "Investment Securities" is amended by deleting clause (b) in its entirety and substituting in lieu thereof the following:

           federal funds, certificates of deposit, time deposits and banker's acceptances (having original maturities of not more than 90 days) of any bank or trust company incorporated under the laws of the United States or any state thereof, provided that the short-term debt obligations of such bank or trust company at the date of acquisition thereof have been rated "A-1+" or better by S&P, "P-1" or A2 or better by Moody's and "F-1+" by Fitch;

          (b) The definition of "Investment Securities" is amended by deleting in clause (c) thereof the phrase "`Baa3'" before the phrase "or better by Moody's" and substituting in lieu thereof "`P-1' or `A-2'".

          (c) The definition of "Investment Securities" is amended by deleting clause (d) in its entirety and substituting in lieu thereof the following:

           commercial paper (having original maturities of not more than 90 days) rated "A-1+" or better by S&P, "P-1" by Moody's and "F-1+" by Fitch;

          (d) Section 4.10 is amended by adding the parenthetical "(at a price not less than the principal amount thereof payable at its stated maturity)" in the first paragraph following the phrase "redeemable at the option of the holder".

          (e) Section 4.10 is amended by adding the following at the end of the first paragraph: "Notwithstanding the foregoing, Investment Securities must mature, or be redeemable at the option of the holder, prior to the next Monthly Calculation Date in an amount equal to the lesser of (i) three months' accured interest on all Outstanding Notes and the then Outstanding Principal Amount of all Notes having a Stated Maturity occurring during the three month period following such Monthly Calculation Date or (ii) all Investment Securities then held in the Trust Estate".

          Section 16. Notices to the Eligible Lender Trustee and the Trustee. In accordance with Section 10.04 of the Base Indenture, all notices, certificates and communications to the Eligible Lender Trustee and the Trustee shall be addressed as follows:

To the Eligible
Lender Trustee: Deutsche Bank Trust Company Americas
60 Wall Street
MS NYC 60-2606
New York, NY 10005-2858
Attention: Corporate Trust & Agency Services

To the Trustee: Deutsche Bank Trust Company Americas
60 Wall Street
MS NYC 60-2606
New York, NY 10005-2858
Attention: Corporate Trust & Agency Services

          Section 17. Governing Law. This Fifth Supplement shall be governed by and be construed in accordance with the laws of the State of New York without giving effect to the conflicts-of-laws principles thereof.

          Section 18. Headings. 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 Fifth Supplement.

          Section 19. Severability. If any provision of this Fifth Supplement 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 Fifth Supplement contained shall not affect the remaining portions of this Fifth Supplement or part thereof.

          Section 20. Counterparts; Facsimile. This Fifth Supplement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same instrument. Delivery of an executed counterpart of this Fifth Supplement by facsimile shall be equally as effective as delivery of an original executed counterpart of this Fifth Supplement. Any party delivering an executed counterpart of this Fifth Supplement by facsimile shall also deliver an original executed counterpart of this Fifth Supplement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Fifth Supplement.

          Section 21. Effect of Fifth Supplement. Upon the execution and delivery of this Fifth Supplement, the Indenture shall be supplemented in accordance herewith, and this Fifth Supplement 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.

          Section 22. Rights, Privileges and Immunities of Trustee. The rights, privileges and immunities afforded the Trustee in Article VII of the Base Indenture shall apply to this Fifth Supplement as if fully set forth herein.

[Execution Pages Follow]

          IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

COLLEGE LOAN CORPORATION TRUST I

By Wilmington Trust Company, not in its individual
       capacity but solely as Delaware Trustee


By   /s/ Jahel R. Havrilla                                 
Name   Jahel R. Havrilla                                 
Title   Financial Services Officer                       

          IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By /s/ Louis Bodi                                            
Name Louis Bodi                                       
Title Vice President                                      

ANNEX 1

CERTAIN TERMS AND PROVISIONS OF
THE AUCTION RATE NOTES

DEFINITIONS

          "All Hold Rate" on any date of determination, means 0.90% of the Applicable LIBOR-Based Rate, provided that in no event shall the applicable All Hold Rate be greater than the Maximum Rate.

          "Applicable LIBOR-Based Rate" means (a) for an Auction Period of 35 days or less, One-Month LIBOR; (b) for an Auction Period of more than 35 days but less than 115 days, Three-Month LIBOR; (c) for an Auction Period of more than 114 days but less than 195 days, Six-Month LIBOR; and (d) for an Auction Period of more than 194 days, One-Year LIBOR.

           "Applicable Number of Business Days" means the greater of two Business Days or one Business Day plus the number of Business Days by which the Auction Date precedes the first day of the next succeeding Interest Period.

           "Auction" means the implementation of the Auction Procedures on an Auction Date.

          "Auction Agent" means the Initial Auction Agent under the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement becomes effective, after which "Auction Agent" means the Substitute Auction Agent.

          "Auction Agent Agreement" means the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement is entered into, after which "Auction Agent Agreement" means 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" means, initially, with respect to the Series 2004-1B Subordinate Notes, June 16, 2004; provided, that if the initial Auction Date is not a Business Day, the initial Auction Date shall be the Business Day immediately preceding the date so listed. Thereafter, with respect to the Series 2004-1 Auction Rate Notes, the Auction Date means the Business Day immediately preceding the first day of each Auction Period, other than:

          (a) an Auction Period commencing after the ownership of the Series 2004-1 Auction Rate Notes 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

          (c) an Auction Period commencing less than the Applicable Number of Business Days after the cure or waiver of a Payment Default.

          Notwithstanding the foregoing, the Auction Date for one or more Auction Periods may be changed pursuant to Section 2.02(h) of this Annex 1.

           "Auction Period" means the Interest Period applicable to the Series 2004-1 Auction Rate Notes.

          "Auction Period Adjustment" means an adjustment to the Auction Period as provided in Section 2.02(g) of this Annex 1.

          "Auction Procedures" means the procedures set forth in Section 2.02 through Section 2.03 of this Annex 1 by which the Auction Rate is determined.

          "Auction Rate" means the interest rate that results from implementation of the Auction Procedures and is determined as described in Section 2.02(a)(iii)(B) of this Annex 1.

           "Available Series 2004-1 Auction Rate Notes" shall have the meaning ascribed to such term in Section 2.02(a)(iii)(A)(1) of this Annex 1.

           "Bid" shall have the meaning ascribed to such term in Section 2.02(a)(i)(A) of this Annex 1.

           "Bidder" shall have the meaning ascribed to such term in Section 2.02(a)(i)(A) of this Annex 1.

           "Broker-Dealer" means with respect to the Series 2004-1 Auction Rate Notes (a) initially, Goldman, Sachs & Co. and (b) any other broker or dealer (each as defined in the Exchange Act), commercial bank or other entity permitted by law to perform the functions required of a Broker-Dealer set forth in the Auction Procedures that (i) is a Participant (or an affiliate of a Participant), (ii) has been appointed as such with respect to such series of Series 2004-1 Auction Rate Notes by the Issuer pursuant to Section 9 of this Annex 1 and (iii) has entered into a Broker-Dealer Agreement that is in effect on the date of reference.

          "Broker-Dealer Agreement" means each agreement between the Auction Agent and a Broker-Dealer, approved by the Issuer, pursuant to which the Broker-Dealer agrees to participate in Auctions as set forth in the Auction Procedures, as such agreement may from time to time be amended or supplemented. Each Broker-Dealer Agreement as to Auction Procedures shall be in substantially the form of the Broker-Dealer Agreement, dated as of May 1, 2004, between Deutsche Bank Trust Company Americas, as Auction Agent, and Goldman, Sachs & Co., 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.

          "Carry-Over Amount" means the excess, if any, of (a) the amount of interest on a Series 2004-1 Auction Rate Note that would have accrued with respect to the related Auction Period at the Auction Rate over (b) the amount of interest on such Series 2004-1 Auction Rate Note actually accrued with respect to such Series 2004-1 Auction Rate Note, with respect to such Auction Period based on the Maximum Rate, together with the unpaid portion of any such excess from prior Auction Periods; provided that any reference to "principal" or "interest" in this Fifth Supplement, in the Indenture, and in the Series 2004-1 Auction Rate Notes shall not include, within the meanings of such words, any Carry-Over Amount or any interest accrued on any Carry-Over Amount.

          "Eligible Carry-Over Make-Up Amount" means, with respect to each Interest Period relating to a series of Series 2004-1 Auction Rate 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 Maximum Rate over the Applicable Interest 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 Maximum Auction Rate equals or exceeds the Auction Rate.

          "Existing Holder" means (a) 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 (b) 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 2004-1 Auction Rate Notes.

          "Existing Holder Registry" means the registry of Persons who are owners of the Series 2004-1 Auction Rate Notes, maintained by the Auction Agent as provided in the Auction Agent Agreement.

           "Hold Order" shall have the meaning ascribed to such term in Section 2.02(a)(i)(A) hereof.

          "Initial Auction Agent" means Deutsche Bank Trust Company Americas, a New York banking corporation, its successors and assigns, in its capacity as auction agent under the Initial Auction Agent Agreement.

          "Initial Auction Agent Agreement" means the Auction Agent Agreement, dated as of May 1, 2004, by and among the Issuer, the Trustee and the Initial Auction Agent, including any amendment thereof or supplement thereto.

           "Initial Interest Period" means, as to a series of Series 2004-1 Auction Rate 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" means for the Series 2004-1B Subordinate Notes, 1.25% per annum.

           "Initial Interest Rate Adjustment Date" means for the Series 2004-1 Auction Rate Notes, the date set forth below (or, if such date is not a Business Day, the following Business Day):

     Series

Series 2004-1B Initial Interest Rate
Adjustment Date

June 17, 2004

           "Interest Payment Date" means (a) each regularly scheduled interest payment date on the Series 2004-1 Auction Rate Notes, which for the Series 2004-1 Auction Rate Notes shall be the Business Day immediately following the expiration of the Initial Interest Period for such series and each related Interest Period thereafter; provided, however, if the duration of the Interest Period is one year or longer, then the Interest Payment Date therefor shall be semi-annual (as determined by the Broker-Dealer for the Series 2004-1 Auction Rate Notes) during such Interest Period (or if any such day is not a Business Day, the immediately following Business Day) and the first Business Day immediately following the end of such Interest Period; or (b) with respect to the payment of interest upon redemption or acceleration of the Series 2004-1 Auction Rate Notes or the payment of Defaulted Interest, such date on which such interest is payable under the Indenture.

          "Interest Period" means, unless otherwise changed as described herein: (a) with respect to Series 2004-1 Auction Rate Notes, (i) initially, the Initial Interest Period for the applicable series; and (ii) following the Initial Interest Period, each successive period of generally 28 days, commencing on the first Business Day following the Series Auction Date, and ending on (and including) the Series Auction Date (unless such date is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day). Notwithstanding the foregoing, if the Auction Periods are changed as provided in Section 2.02(g) of this Annex 1, each Interest Period shall commence on an Interest Payment Date and end on but shall exclude the next succeeding Interest Payment Date, provided, however, if the duration of the Interest Period is one year or longer, then the Interest Period shall commence on an Interest Payment Date and end on but shall exclude the final Interest Payment Date for such Interest Period. By way of example, if an Interest Period ordinarily would end on a Tuesday, but the following Wednesday is not a Business Day, the Interest Period will end on that Wednesday and the new Interest Period will begin on Thursday.

          "Interest Rate Adjustment Date" means the date on which the interest rate on a series of Series 2004-1 Auction Rate Notes is effective, which for each series of Series 2004-1 Auction Rate Notes shall be the date of commencement of each Auction Period for such series.

          "Interest Rate Determination Date" means for each series of Series 2004-1 Auction Rate Notes, the Auction Date for such series, or, if no Auction Date is applicable to such series, the Business Day immediately preceding the date of commencement of an Auction Period.

          "LIBOR Determination Date" means the Auction Date, or if no Auction Date is applicable, the Business Day immediately preceding the first day of each Interest Period.

          "Market Agent" means Goldman, Sachs & Co., or with respect to the Series 2004-1 Auction Rate Notes, any successor in such capacity hereunder.

          "Market Agent Agreement" means that certain market agent agreement relating to the Series 2004-1 Auction Rate Notes between the Market Agent and the Trustee, including any supplement thereto or amendment thereof.

          "Maximum Auction Rate" means, for any Auction, a per annum interest rate on the Series 2004-1 Auction Rate Notes which, when taken together with the interest rate on the Series 2004-1 Auction Rate Notes for the one-year period ending on the final day of the proposed Auction Period, would result in the average interest rate on the Series 2004-1 Auction Rate Notes for such period either (a) not being in excess (on a per annum basis) of the average of the Ninety-One Day United States Treasury Bill Rate plus 1.20% for such one-year period (if any one of the ratings assigned by the Rating Agencies to the Series 2004-1 Auction Rate Notes are "Aa3" or "AA-" or better), (b) not being in excess (on a per annum basis) of the Ninety-One Day United States Treasury Bill Rate plus 1.50% for such one-year period (if any one of the ratings assigned by the Rating Agencies to the Series 2004-1 Auction Rate Notes is less than "Aa3" or "AA-" but both are at least any category of "A"), or (c) not being in excess (on a per annum basis) of the average of Ninety-One Day United States Treasury Bill Rate plus 1.75% for such one-year period (if any one of the ratings assigned by the Rating Agencies to the Series 2004-1 Auction Rate Notes is less than the lowest category of "A"); provided, however, that if the Series 2004-1 Auction Rate Notes have not been Outstanding for at least such one-year period then for any portion of such period during which such Series 2004-1 Auction Rate Notes were not Outstanding, the interest rates on the Series 2004-1 Auction Rate Notes for purposes of this definition shall be deemed to be equal to such rates as the Market Agent shall determine were the rates of interest on equivalently rated auction securities with comparable lengths of auction periods during such period; provided further, however, that for any Auction with respect to any Series 2004-1 Auction Rate Notes rated "Aaa" and "AAA" by Moody's & S&P, respectively, the Maximum Auction Rate shall not exceed the Applicable LIBOR-Based Rate plus 1.50%; and provided further, however, that this definition may be modified at the direction of the Issuer upon receipt by the Trustee of (i) written consent of the Market Agent and (ii) written consent from each Rating Agency then rating the Series 2004-1 Auction Rate Notes that such change will not in and of itself result in a reduction of the rating on any Series 2004-1 Auction Rate Notes. 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 has been given notice pursuant to the Auction Agent Agreement. The percentage amount to be added to the Ninety-One Day United States Treasury Bill Rate in any one or more of (a), (b) or (c) above may be increased by delivery to the Auction Agent and the Trustee of a certificate signed by an Authorized Officer of the Issuer directing such increase, together with satisfaction of the Rating Agency Condition with respect to such increase.

           "Maximum Interest Rate" means the lesser of (a) 17% per annum or (b) the highest rate the Issuer may legally pay, from time to time, as interest on the Series 2004-1 Auction Rate Notes.

          "Maximum Rate" on any date of determination means the interest rate per annum equal to the least of: (a) the Maximum Auction Rate, (b) the Maximum Interest Rate and (c) during the occurrence of a Net Loan Rate Restriction Period, the Net Loan Rate.

          "Net Loan Rate" means, with respect to any Auction Period, (a) the rate of interest per annum (rounded to the next highest 0.01%) equal to the Adjusted Student Loan Portfolio Rate of Return for the calendar month immediately preceding such Auction Period, as determined by the Issuer on the last day of such calendar month, less (b) the Program Expense Percentage with respect to such Auction Period. "Adjusted Student Loan Portfolio Rate of Return" means, for any calendar month, the amount determined by dividing (i) the product of 12 times the sum of the following amounts accrued during such calendar month (whether or not actually received or paid): (A) interest (including Interest Subsidy Payments) and Special Allowance Payments with respect to the Financed Student Loans plus (B) any Counterparty Swap Payments minus (C) any amount required to be paid to the Department of Education or to be repaid to Guarantee Agencies with respect to the Financed Student Loans that do not qualify for Guarantee, minus (D) the aggregate amount of default claims filed during the month with respect to Financed Student Loans which (1) exceed the amount the Guarantor is required to pay under the applicable Guarantee Agreement or (2) are payable only by a Guarantor that is in default of its Guarantee obligations with respect to Financed Student Loans and has not provided collateral security sufficient to pay such claims, minus (E) any reduction in the interest as a result of borrower incentive programs, minus (F) any Issuer Swap Payments; by (ii) the average daily outstanding Principal Balance of the Financed Student Loans during such calendar month. For this purpose, the Special Allowance Payment shall, as applicable, be computed based upon the average of the bond equivalent rates of 91-day United States Treasury Bills auctioned, or the commercial paper rates published, during that portion of the then current calendar month which ends on the date as of which the "Adjusted Student Loan Portfolio Rate of Return" is determined.

          "Net Loan Rate Restriction Period" means, with respect to any series of the Series 2004-1 Auction Rate Notes, the period of time from and including a Net Loan Rate Trigger Date to but excluding a Net Loan Rate Termination Date.

          "Net Loan Rate Termination Date" means, for a series of Series 2004-1 Auction Rate Notes for which the Net Loan Rate Trigger Date has occurred, the first day of an Auction Period which immediately follows three consecutive Auction Dates for such series of the Series 2004-1 Auction Rate Notes where the Auction Rate established on each such Auction Date for such series was equal to or less than a per annum rate equal to the sum of (a) the Ninety-One Day United States Treasury Bill Rate in effect as of each such Auction Date plus (b) 1.0%.

          "Net Loan Rate Trigger Date" means, for a series of Series 2004-1 Auction Rate Notes, the first day of an Auction Period which immediately follows six consecutive Auction Dates for such series of the Series 2004-1 Auction Rate Notes where the Auction Rate established on each such Auction Date for such series exceeded a per annum rate equal to the sum of (a) the Ninety-One Day United States Treasury Bill Rate in effect as of each such Auction Date plus (b) 1.0%.

          "Ninety-One Day United States Treasury Bill Rate" means the bond-equivalent yield on the 91-day United States Treasury Bills sold at the last auction thereof that immediately precedes the Auction Date, as determined by the Market Agent on the Auction Date.

          "Non-Payment Rate" means for any determination date, a rate per annum equal to the lesser of (a) the sum of (i) One-Month LIBOR and (ii) 150 basis points and (b) the Maximum Interest Rate.

          "One-Month LIBOR," "Three-Month LIBOR," "Six-Month LIBOR" or "One-Year LIBOR" means the offered rate, as determined by the Auction Agent or Trustee, as applicable, of the Applicable LIBOR-Based Rate for United States dollar deposits which appears on Telerate Page 3750, as reported by Bloomberg Financial Markets Commodities News (or such other page as may replace Telerate Page 3750 for the purpose of displaying comparable rates) as of approximately 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if on any calculation date, no rate appears on Telerate Page 3750 as specified above, the Auction Agent or Trustee, as applicable, shall determine the arithmetic mean of the offered quotations of four major banks in the London interbank market, for deposits in U.S. dollars for the respective periods specified above to the banks in the London interbank market as of approximately 11:00 a.m., London time, on such calculation date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market and at such time, unless fewer than two such quotations are provided, in which case, the Applicable LIBOR-Based Rate shall be the arithmetic mean of the offered quotations that leading banks in New York City selected by the Auction Agent or Trustee, as applicable, are quoting on the relevant LIBOR Determination for loans in U.S. dollars to leading European banks in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time. All percentages resulting from such calculations shall be rounded upwards, if necessary, to the nearest one-hundredth of 1%.

           "Order" shall have the meaning ascribed to such term in Section 2.02(a)(i)(A) hereof.

          "Payment Default" means, with respect to the series of Series 2004-1 Auction Rate Notes, (a) a default in the due and punctual payment of any installment of interest on the series, or (b) the circumstance that on any Auction Date there are insufficient moneys in the Debt Service Fund to pay, or otherwise held by the Trustee under the Indenture and available to pay, the principal of and interest due on the Series 2004-1 Auction Rate Notes on the Interest Payment Date immediately following such Auction Date.

          "Potential Holder" means any Person (including an Existing Holder) that is (a) a Broker-Dealer when dealing with the Auction Agent and (b) a potential beneficial owner when dealing with a Broker-Dealer, who may be interested in acquiring Series 2004-1 Auction Rate Notes (or, in the case of an Existing Holder thereof, an additional Principal Amount of Series 2004-1 Auction Rate Notes).

          "Regular Record Date" means, with respect to any series of Series 2004-1 Auction Rate Notes, (a) so long as Interest Payment Dates are specified to occur at the end of each Auction Period, the Applicable Number of Business Days immediately preceding each Interest Payment Date and (b) if and for so long as interest on such series of Series 2004-1 Auction Rate Notes is payable semiannually, one Business Day prior to each Interest Payment Date.

          "Sell Order" shall have the meaning ascribed to such term in Section 2.02(a)(i)(A) of this Annex 1.

          "Series Auction Date" means Wednesday with respect to the Series 2004-1B Subordinate Notes (or if such day is not a Business Day, the next preceding Business Day).

          "Submission Deadline" means 1:00 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 2.02(a)(iii)(A) of this Annex 1.

          "Submitted Hold Order" shall have the meaning ascribed to such term in Section 2.02(a)(iii)(A) of this Annex 1.

          "Submitted Order" shall have the meaning ascribed to such term in Section 2.02(a)(iii)(A) of this Annex 1.

          "Submitted Sell Order" shall have the meaning ascribed to such term in Section 2.02(a)(iii)(A) of this Annex 1.

           "Substitute Auction Agent" means the Person with whom the Trustee enters into a Substitute Auction Agent Agreement.

           "Substitute Auction Agent Agreement" means 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 2.02(e) of this Annex 1 agrees with the Trustee and the Issuer to perform the duties of the Auction Agent under this Fifth Supplement.

          "Sufficient Bids" shall have the meaning ascribed to such term in Section 2.02(a)(iii)(A)(2) of this Annex 1.

          "Winning Bid Rate" shall have the meaning ascribed to such term in Section 2.02(a)(iii)(A)(3) of this Annex 1.

ARTICLE II

TERMS AND ISSUANCE

          Section 2.01 Interest Payable On Series 2004-1 Auction Rate Notes. During the Initial Interest Period, the Series 2004-1 Auction Rate Notes shall bear interest at the Initial Interest Rate. Thereafter, except with respect to an Auction Period Adjustment, the Series 2004-1 Auction Rate Notes shall bear interest at the Applicable Interest Rate for the number of days of the applicable Interest Period, as determined pursuant to this Section 2.01 and Sections 2.02 through 2.03 of this Annex 1.

          The Applicable Interest Rate to be borne by the Series 2004-1 Auction Rate Notes for each Auction Period after the Initial Interest Period until an Auction Period Adjustment, if any, shall be determined as hereafter described. Each such Auction Period with respect to the Series 2004-1 Auction Rate Notes at all times (i) shall commence on and include the first Business Day following the applicable Series Auction Date, and end on (and include) the applicable Series Auction Date (unless such date is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day) and (ii) if the Auction Periods are changed as provided herein, each period commencing on an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date (unless the duration of the Interest Period is one year or longer, then the Interest Period therefor shall commence on an Interest Payment Date and end on but exclude the final Interest Payment Date for such Interest Period); provided, however, that if an Auction is scheduled to occur for the next Interest Period on a date that was reasonably expected to be a Business Day, but such Auction does not occur because such date is later not considered to be a Business Day, the Auction shall nevertheless be deemed to have occurred, the applicable Auction Rate in effect for the next Interest Period will be the Auction Rate in effect for the preceding Interest Period and such Interest Period will generally be 28 days in duration, beginning on the Business Day following the date of the deemed Auction and ending on (and including) the applicable Series Auction Date (unless such date is not followed by a Business Day, in which case on the next succeeding day that is followed by a Business Day). If the preceding Interest Period was other than generally 28 days in duration, the Auction Rate for the deemed Auction will instead be the rate of interest determined by the Market Agent on equivalently rated auction securities with a comparable length of auction period.

           Notwithstanding the foregoing:

          (a) if the ownership of a series of Series 2004-1 Auction Rate Notes is no longer maintained in Book-Entry Form then, the Auction Rate on such series for any Interest Period commencing after the delivery of definitive notes representing such series pursuant to Section 8 hereof shall equal the Maximum 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 2004-1 Auction Rate Notes, the Applicable Interest 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 Business Days after, such Payment Default is cured, shall equal the Non-Payment Rate on the first day of each such Interest Period.

          In accordance with Section 2.02(a)(iii)(B) of this Annex 1, the Auction Agent shall promptly give written notice to the Trustee and the Issuer of each Auction Rate (unless the Applicable Interest Rate is the Non-Payment Rate or the ownership of such series is no longer maintained in Book-Entry Form except as provided above) applicable to each series of the Series 2004-1 Auction Rate Notes. The Trustee shall notify the Holders of Series 2004-1 Auction Rate Notes of the Applicable Interest Rate with respect to each such series for each Auction Period not later than the second Business Day of such Auction Period.

          In the event that the Auction Agent no longer determines, or fails to determine, when required, the Applicable Interest Rate with respect to a series of Series 2004-1 Auction Rate Notes, or if, for any reason, such manner of determination shall be held to be invalid or unenforceable, the Applicable Interest Rate for the next succeeding Interest Period shall be the Maximum Rate. The Maximum Rate with respect to each Interest Rate Determination Date shall be determined and communicated by the Auction Agent in accordance with Section 2.02(c) of this Annex 1 and the Auction Agent Agreement. If the Auction Agent shall fail or refuse to determine the Maximum Rate, the Maximum Rate shall be determined by a securities dealer appointed by the Issuer capable of making such a determination in accordance with the provisions hereof and written notice of such determination shall be given by such securities dealer to the Trustee.

          If the Auction Rate for a series of Series 2004-1 Auction Rate Notes is greater than the Maximum Rate, then the Applicable Interest Rate with respect to such series for the related Interest Period will be the Maximum Rate. The excess of the amount of interest that would have accrued on the Series 2004-1 Auction Rate Notes at the Auction Rate over the amount of interest actually accrued at the Maximum Rate will accrue as the Carry-Over Amount. Such determination of the Carry-Over Amount shall be made separately for each series of Series 2004-1 Auction Rate Notes. Each Carry-Over Amount shall bear interest for each Interest Period calculated at a rate equal to One-Month LIBOR (as determined by the Auction Agent on the related Interest Rate Determination Date, 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 on such date) 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 Fifth Supplement, the Indenture and the Series 2004-1 Auction Rate Notes, any reference to "principal" or "interest" herein and therein shall not include, within the meaning of such words, any Carry-Over Amount or any interest accrued on any Carry-Over Amount. Such Carry-Over Amount shall be separately calculated for each Series 2004-1 Auction Rate 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 2004-1 Auction Rate Note, which written notice may accompany the payment of interest (if made 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 2004-1 Auction Rate Note has been redeemed under the Indenture (after which all accrued Carry-Over Amount with respect to such Series 2004-1 Auction Rate Note, and all accrued interest thereon, that remains unpaid shall be canceled and no Carry-Over Amount, or interest accrued thereon, shall be paid with respect to such Series 2004-1 Auction Rate Note), (i) the Carry-Over Amount (and interest accrued thereon) shall be paid by the Trustee on the first occurring Interest Payment Date for a subsequent Interest Period if and to the extent that (A) the Eligible Carry-Over Make-Up Amount with respect to such Interest Period is greater than zero, and (B) moneys are available pursuant to the terms of the 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 canceled.

          The Carry-Over Amount (and interest accrued thereon) on Outstanding Series 2004-1 Auction Rate Notes of a series shall be paid by the Trustee on the first occurring Interest Payment Date for a subsequent Interest Period with respect to such series 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 Collection Fund and the Surplus Fund are available on the Monthly Calculation Date immediately preceding the month in which such Interest Payment Date occurs, for transfer to the Interest Account for such purpose in accordance with Sections 4.05 and 4.06 of the Indenture, after taking into account all other amounts payable from the Collection Fund and the Surplus Fund in accordance with such Sections on such Monthly Calculation Date. Any Carry-Over Amount (and any interest accrued thereon) with respect to any Series 2004-1 Auction Rate Note which is unpaid as of the Maturity of such Series 2004-1 Auction Rate Note shall be paid to the Holder thereof on the date of such Maturity 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 the date of such Maturity shall be canceled with respect to such Series 2004-1 Auction Rate Note on the date of such Maturity 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(s), as necessary, for the subsequent Interest Period(s), if and to the extent that the conditions in the first sentence of this paragraph are satisfied. On any Interest Payment Date(s) on which the Trustee pays less than all of the Carry-Over Amount (and any interest accrued thereon) with respect to a Series 2004-1 Auction Rate Note, the Trustee shall give written notice in the manner set forth in the immediately preceding paragraph to the Holder of such Series 2004-1 Auction Rate Note of the Carry-Over Amount remaining unpaid on such Series 2004-1 Auction Rate Note.

          The Interest Payment Date on which any Carry-Over Amount (or any interest accrued thereon) for a series of Series 2004-1 Auction Rate 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 as it pays interest on the Series 2004-1 Auction Rate Notes on an Interest Payment Date.

           Section 2.02. Auction Rate.

          (a) Determining the Applicable Interest Rate. By purchasing Series 2004-1 Auction Rate Notes, whether in an Auction or otherwise, each purchaser of the Series 2004-1 Auction Rate 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 2004-1 Auction Rate 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; (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; (iv) that a Sell Order placed by an Existing Holder will constitute an irrevocable offer to sell the principal amount of the Series 2004-1 Auction Rate Notes specified in such Sell Order; (v) that a Bid placed by an Existing Holder will constitute an irrevocable offer to sell the principal amount, or a lesser principal amount, of the Series 2004-1 Auction Rate Notes specified in such Bid if the rate specified in such Bid is greater than, or in some cases equal to, the Applicable Interest Rate, determined as described herein; and (vi) that a Bid placed by a Potential Holder will constitute an irrevocable offer to purchase the amount, or a lesser principal amount, of the Series 2004-1 Auction Rate Notes specified in such Bid if the rate specified in such Bid is, respectively, less than or equal to the Applicable Interest Rate, determined as set forth herein.

          So long as the ownership of a series of Series 2004-1 Auction Rate Notes is maintained in Book-Entry Form by the Securities Depository, an Existing Holder may sell, transfer or otherwise dispose of Series 2004-1 Auction Rate Notes of such series only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Series 2004-1 Auction Rate 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 in writing 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 the Series 2004-1 Auction Rate Notes):

          (i) Submission by Existing Holders and Potential Holders to a Broker-Dealer.

          (A) Prior to the Submission Deadline on each Auction Date:

          (1) each Existing Holder of Series 2004-1 Auction Rate Notes may submit to a Broker-Dealer by telephone or otherwise any information as to:

          (a) the Principal Amount of Outstanding Series 2004-1 Auction Rate Notes, if any, owned by such Existing Holder which such Existing Holder desires to continue to hold without regard to the Auction Rate for the next succeeding Auction Period;

          (b) the Principal Amount of Outstanding Series 2004-1 Auction Rate 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

          (c) the Principal Amount of Outstanding Series 2004-1 Auction Rate 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

           (2) one or more Broker-Dealers may contact Potential Holders to determine the Principal Amount of Series 2004-1 Auction Rate 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.

          For the purposes hereof, the communication to a Broker-Dealer of information referred to in clause (1) or (2) of this paragraph (A) 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 (1)(a) is herein referred to as a "Hold Order"; an Order described in clauses (1)(b) and (2) is herein referred to as a "Bid"; and an Order described in clause (1)(a) is herein referred to as a "Sell Order."

          (B) (1) Subject to the provisions of Section 2.02(a)(ii) of this Annex 1, a Bid by an Existing Holder shall constitute an irrevocable offer to sell:

           (a) the Principal Amount of Outstanding Series 2004-1 Auction Rate Notes specified in such Bid if the Auction Rate determined as provided in this Section 2.02 shall be less than the rate specified therein; or

          (b) such Principal Amount, or a lesser Principal Amount of Outstanding Series 2004-1 Auction Rate Notes to be determined as set forth in Section 2.02(a)(iv)(A)(4) of this Annex 1, if the Auction Rate determined as provided in this Section 2.02(a)(i) shall be equal to the rate specified therein; or

           (c) such Principal Amount, or a lesser Principal Amount of Outstanding Series 2004-1 Auction Rate Notes to be determined as set forth in Section 2.02(a)(iv)(B)(3) of this Annex 1, if the rate specified therein shall be higher than the Maximum Rate and Sufficient Bids have not been made.

          (2) Subject to the provisions of Section 2.02(a)(ii) of this Annex 1, a Sell Order by an Existing Holder shall constitute an irrevocable offer to sell:

          (a) the Principal Amount of Outstanding Series 2004-1 Auction Rate Notes specified in such Sell Order; or

          (b) such Principal Amount, or a lesser Principal Amount of Outstanding Series 2004-1 Auction Rate Notes determined as set forth in Section 2.02(a)(iv)(B)(3) of this Annex 1, if Sufficient Bids have not been made.

          (3) Subject to the provisions of Section 2.02(a)(ii) of this Annex 1, a Bid by a Potential Holder shall constitute an irrevocable offer to purchase:

          (a) the Principal Amount of Outstanding Series 2004-1 Auction Rate Notes specified in such Bid if the Auction Rate determined as provided in this Section 2.02 shall be higher than the rate specified in such Bid; or

          (b) such Principal Amount, or a lesser Principal Amount of Outstanding Series 2004-1 Auction Rate Notes determined as set forth in Section 2.02(a)(iv)(A)(5) of this Annex 1, if the Auction Rate determined as provided in this Section 2.02(a)(i) shall be equal to the rate specified in such Bid.

          (ii) Submission by Broker-Dealer to the Auction Agent.

          (A) 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:

          (1) the name of the Bidder placing such Order;

          (2) the aggregate Principal Amount of Series 2004-1 Auction Rate Notes that are the subject of such Order;

          (3) to the extent that such Bidder is an Existing Holder:

          (a) the Principal Amount of Series 2004-1 Auction Rate Notes, if any, subject to any Hold Order placed by such Existing Holder;

          (b) the Principal Amount of Series 2004-1 Auction Rate Notes, if any, subject to any Bid placed by such Existing Holder and the rate specified in such Bid; and

          (c) the Principal Amount of Series 2004-1 Auction Rate Notes, if any, subject to any Sell Order placed by such Existing Holder; and

          (4) to the extent such Bidder is a Potential Holder, the rate specified in such Potential Holder's Bid.

          (B) 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 highest .001%.

          (C) If an Order or Orders covering all Outstanding Series 2004-1 Auction Rate 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 2004-1 Auction Rate Notes owned by such Existing Holder and not subject to an Order submitted to the Auction Agent.

          (D) Neither the Issuer, 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.

          (E) 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 2004-1 Auction Rate Notes owned by such Existing Holder, such Orders shall be considered valid as follows and in the following order of priority:

          (1) All Hold Orders shall be considered valid, but only up to the aggregate Principal Amount of Outstanding Series 2004-1 Auction Rate Notes held by such Existing Holder, and if the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to such Hold Orders exceeds the aggregate Principal Amount of Series 2004-1 Auction Rate Notes held by such Existing Holder, the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to each such Hold Order shall be reduced pro rata so that the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to such Hold Order equals the aggregate Principal Amount of Outstanding Series 2004-1 Auction Rate Notes owned by such Existing Holder.

          (2) any Bid shall be considered valid up to an amount equal to the excess of the Principal Amount of Outstanding Series 2004-1 Auction Rate Notes owned by such Existing Holder over the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to any Hold Order referred to in clause (1) of this paragraph (E);

          (a) subject to subclause (b) of this clause (2), 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 2004-1 Auction Rate Notes subject to such Bids is greater than such excess, such Bids shall be considered valid up to and including an amount equal to such excess, and the stated amount of Outstanding Series 2004-1 Auction Rate Notes subject to each Bid with the same rate shall be reduced pro rata to cover the stated amount of Outstanding Series 2004-1 Auction Rate Notes equal to such excess;

          (b) subject to subclauses (a) and (b) of this clause (2), 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

          (c) in any such event, the amount of Outstanding Series 2004-1 Auction Rate 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

          (3) All Sell Orders shall be considered valid up to an amount equal to the excess of the Principal Amount of Outstanding Series 2004-1 Auction Rate Notes held by such Existing Holder over the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to valid Hold Orders referred to in clause (1) of this paragraph (e) and valid Bids referred to in clause (2) of this paragraph (e).

          (F) If more than one Bid for Series 2004-1 Auction Rate 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.

          (G) Any Bid or Sell Order submitted by an Existing Holder covering an aggregate Principal Amount of Series 2004-1 Auction Rate Notes not equal to an Authorized 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 2004-1 Auction Rate Notes not equal to an Authorized Denomination shall be rejected.

          (H) Any Bid submitted by an Existing Holder or a Potential Holder specifying a rate lower than the All Hold Rate shall be treated as a Bid specifying the All Hold Rate, and any such Bid shall be considered as valid and shall be selected in the ascending order of the respective rates in the Submitted Bids

..

          (I) An Existing Holder that offers to purchase additional Series 2004-1 Auction Rate Notes is, for purposes of such offer, treated as a Potential Holder.

          (J) Any Bid specifying a rate higher than the Maximum Interest Rate will (i) be treated as a Sell Order if submitted by an Existing Holder and (ii) not be accepted if submitted by a Potential Holder.

          (iii) Determination of Sufficient Bids, Auction Rate and Winning Bid Rate.

          (A) 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:

          (1) the excess of the total Principal Amount of Outstanding Series 2004-1 Auction Rate Notes over the sum of the aggregate Principal Amount of Outstanding Series 2004-1 Auction Rate Notes subject to Submitted Hold Orders (such excess being herein referred to as the "Available Series 2004-1 Auction Rate Notes"), and

          (2) from the Submitted Orders whether:

           (a) the aggregate Principal Amount of Outstanding Series 2004-1 Auction Rate Notes subject to Submitted Bids by Potential Holders specifying one or more rates equal to or lower than the Maximum Interest Rate exceeds or is equal to the sum of:

           (b) the aggregate Principal Amount of Outstanding Series 2004-1 Auction Rate Notes subject to Submitted Bids by Existing Holders specifying one or more rates higher than the Maximum Interest Rate, and

           (c) the aggregate Principal Amount of Outstanding Series 2004-1 Auction Rate Notes subject to Submitted Sell Orders;

(in the event such excess or such equality exists, other than because the sum of the Principal Amount of Series 2004-1 Auction Rate Notes in subclauses (b) and (c) above is zero because all of the Outstanding Series 2004-1 Auction Rate Notes are subject to Submitted Hold Orders, such Submitted Bids described in subclause (a) above shall be referred to collectively as "Sufficient Bids"); and

           (3) if Sufficient Bids exist, the Winning Bid Rate, which shall be the lowest rate specified in such Submitted Bids such that if:

           (y) each such Submitted Bid from Existing Holders specifying such lowest rate and (z) 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 2004-1 Auction Rate Notes subject to such Submitted Bids); and

           (y) each such Submitted Bid from Potential Holders specifying such lowest rate and (z) all other Submitted Bids from Potential Holders specifying lower rates were accepted;

the result would be that such Existing Holders described in subclause (a) above would continue to own an aggregate Principal Amount of Outstanding Series 2004-1 Auction Rate Notes which, when added to the aggregate Principal Amount of Outstanding Series 2004-1 Auction Rate Notes to be purchased by such Potential Holders described in subclause (b) above, would equal not less than the Available Series 2004-1 Auction Rate Notes.

           (B) Promptly after the Auction Agent has made the determinations pursuant to Section 2.02(a)(iii)(A) hereof, the Auction Agent shall advise the Trustee, the Broker-Dealers and the Issuer of the Maximum Auction Rate, the Maximum Interest Rate, the All Hold Rate, One-Month LIBOR and the Applicable LIBOR-Based 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:

           (1) if Sufficient Bids exist, that the Auction Rate for the next succeeding Interest Period shall be equal to the Winning Bid Rate so determined;

           (2) if Sufficient Bids do not exist (other than because all of the Outstanding Series 2004-1 Auction Rate Notes are subject to Submitted Hold Orders), that the Auction Rate for the next succeeding Interest Period shall be equal to the Maximum Rate; or

           (3) if all Outstanding Series 2004-1 Auction Rate 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.

           (C) Promptly after the Auction Agent has determined the Auction Rate, the Auction Agent will determine and advise the Trustee of the Applicable Interest Rate, which shall not exceed the Maximum Rate.

        If for any Interest Period the Auction Rate exceeds the Maximum Rate, the Applicable Interest Rate for such Interest Period shall equal the Maximum Rate. If the Maximum Auction Rate is less than the Auction Rate, the Applicable Interest Rate will be the Maximum Auction Rate. If the Auction Agent has not received Sufficient Bids (other than because all of the Outstanding Series 2004-1 Auction Rate Notes are subject to Submitted Hold Orders), the Applicable Interest Rate will be the Maximum Rate. In any of the cases described above, Submitted Orders will be accepted or rejected and the Auction Agent will take such other action as described below in subparagraph (B) of Section 2.02(a)(iv) hereof.

           (iv) Acceptance and Rejection of Submitted Bids and Submitted Sell Orders. Existing Holders shall continue to own the Principal Amount of Series 2004-1 Auction Rate Notes that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to Section 2.02(a)(iii)(A) hereof, Submitted Bids and Submitted Sell Orders shall be accepted or rejected, and the Auction Agent shall take such other action as described below:

           (A) if Sufficient Bids have been made, all Submitted Sell Orders shall be accepted and, subject to the provisions of paragraphs (D) and (E) of this Section 2.02(a)(iv), Submitted Bids shall be accepted or rejected as follows in the following order of priority, and all other Submitted Bids shall be rejected:

           (1) Existing Holders' Submitted Bids specifying any rate that is higher than the Winning Bid Rate shall be accepted, thus requiring each such Existing Holder to sell the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to such Submitted Bids;

           (2) Existing Holders' Submitted Bids specifying any rate that is lower than the Winning Bid Rate shall be rejected, thus entitling each such Existing Holder to continue to own the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to such Submitted Bids;

           (3) Potential Holders' Submitted Bids specifying any rate that is lower than the Winning Bid Rate shall be accepted, thus requiring such Potential Owner to purchase the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to such Submitted Bid;

           (4) Each Existing Holders' Submitted Bid specifying a rate that is equal to the Winning Bid Rate shall be rejected, thus entitling such Existing Holder to continue to own the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to such Submitted Bid, unless the aggregate Principal Amount of Outstanding Series 2004-1 Auction Rate Notes subject to all such Submitted Bids shall be greater than the Principal Amount of Series 2004-1 Auction Rate Notes (the "Remaining Principal Amount") equal to the excess of the Available Series 2004-1 Auction Rate Notes over the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to Submitted Bids described in clauses (2) and (3) of this Section 2.02(a)(iv)(A), 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 2004-1 Auction Rate Notes subject to such Submitted Bid, but only in an amount equal to the aggregate Principal Amount of Series 2004-1 Auction Rate Notes obtained by multiplying the Remaining Principal Amount by a fraction, the numerator of which shall be the Principal Amount of Outstanding Series 2004-1 Auction Rate 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 2004-1 Auction Rate Notes subject to such Submitted Bids made by all such Existing Holders that specified a rate equal to the Winning Bid Rate; and

           (5) Each Potential Holder's Submitted Bid specifying a rate that is equal to the Winning Bid Rate shall be accepted, but only in an amount equal to the Principal Amount of Series 2004-1 Auction Rate Notes obtained by multiplying the excess of the aggregate Principal Amount of Available Series 2004-1 Auction Rate Notes over the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to Submitted Bids described in clauses (2), (3) and (4) of this Section 2.02(a)(iv)(A) by a fraction, the numerator of which shall be the aggregate Principal Amount of Outstanding Series 2004-1 Auction Rate Notes subject to such Submitted Bid and the denominator of which shall be the sum of the Principal Amount of Outstanding Series 2004-1 Auction Rate Notes subject to Submitted Bids made by all such Potential Holders that specified a rate equal to the Winning Bid Rate.

           (B) If Sufficient Bids have not been made (other than because all of the Outstanding Series 2004-1 Auction Rate Notes are subject to Submitted Hold Orders), subject to the provisions of Section 2.02(iv)(D) hereof, Submitted Orders shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids shall be rejected:

           (1) Existing Holders' Submitted Bids specifying any rate that is equal to or lower than the Maximum Rate shall be rejected, thus entitling such Existing Holders to continue to own the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to such Submitted Bids;

           (2) Potential Holders' Submitted Bids specifying any rate that is equal to or lower than the Maximum Rate shall be accepted, thus requiring each Potential Holder to purchase the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to such Submitted Bids; and

           (3) each Existing Holder's Submitted Bid specifying any rate that is higher than the Maximum Rate and each Existing Holder's Submitted Sell Order shall be accepted, thus entitling each Existing Holder that submitted any such Submitted Bid or Submitted Sell Order to sell the Series 2004-1 Auction Rate 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 2004-1 Auction Rate Notes obtained by multiplying the aggregate Principal Amount of Series 2004-1 Auction Rate Notes subject to Submitted Bids described in clause (2) of this Section 2.02(iv)(B) by a fraction, the numerator of which shall be the aggregate Principal Amount of Outstanding Series 2004-1 Auction Rate 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 2004-1 Auction Rate Notes subject to all such Submitted Bids and Submitted Sell Orders.

           (C) If all Outstanding Series 2004-1 Auction Rate Notes are subject to Submitted Hold Orders, all Submitted Bids shall be rejected.

           (D) If, as a result of the procedures described in paragraph (A) or (B) of this Section 2.02(iv), 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 2004-1 Auction Rate 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 2004-1 Auction Rate Notes to be purchased or sold by any Existing Holder or Potential Holder so that the Principal Amount of Series 2004-1 Auction Rate Notes purchased or sold by each Existing Holder or Potential Holder shall be equal to an Authorized Denomination.

           (E) If, as a result of the procedures described in paragraph (A) of this Section 2.02(iv), any Potential Holder would be entitled or required to purchase less than an Authorized Denomination of Series 2004-1 Auction Rate Notes, the Auction Agent shall, in such manner as in its sole discretion it shall determine, allocate Series 2004-1 Auction Rate Notes for purchase among Potential Holders so that only Series 2004-1 Auction Rate 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 2004-1 Auction Rate Notes.

           (v) Based on the result of each Auction, the Auction Agent shall determine the aggregate Principal Amount of Series 2004-1 Auction Rate Notes to be purchased and the aggregate Principal Amount of Series 2004-1 Auction Rate 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 2004-1 Auction Rate Notes to be sold differs from such aggregate Principal Amount of Series 2004-1 Auction Rate 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 2004-1 Auction Rate Notes.

           (vi) Any calculation by the Auction Agent, the Issuer or the Trustee, as applicable, of the Applicable Interest Rate, the Applicable LIBOR-Based Rate, the Maximum Auction Rate, the Maximum Interest Rate, the All Hold Rate and the Non-Payment Rate shall, in the absence of manifest error, be binding on all other parties.

           (vii) Notwithstanding anything in this Fifth Supplement to the contrary notwithstanding, no Auction will be held on any Auction Date hereunder during the continuance of a Payment Default (or on the next Business Day after a Payment Default is cured) or if the Series 2004-1 Auction Rate Notes are no longer in Book-Entry-Form.

        The Issuer shall not, and shall not cause (or, to the extent within its control, permit) any affiliate to, submit any Order (other than a Sell Order) in any Auction.

           (b) Determination of Payment Defaults and Payment of Auction Agent and Broker-Dealer Fees.

           (i) The Trustee shall determine, not later than 2:00 p.m., New York City time, on the Business Day next preceding each Interest Payment Date, whether a Payment Default has occurred. 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.

           (ii) Not later than 12:00 noon, New York City time, on each Interest Payment Date, the Issuer shall pay or cause to be paid 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 Issuer shall, from time to time at the request of the Auction Agent, reimburse the Auction Agent 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.

           (c) Calculation of Various Rates. The Auction Agent shall calculate the Maximum Auction Rate, the All Hold Rate and the Applicable LIBOR-Based Rate on each Auction Date and shall notify the Issuer, Trustee and the Broker-Dealers of the Maximum Auction Rate, the Maximum Interest Rate, the All Hold Rate and the Applicable LIBOR-Based Rate, all as provided in the Auction Agent Agreement. If the ownership of the Series 2004-1 Auction Rate Notes is no longer maintained in Book-Entry Form by the Securities Depository, the Trustee shall calculate the Maximum Rate on the Business Day immediately preceding the first day of each Interest Period after the delivery of definitive Series 2004-1 Auction Rate Notes pursuant to Section 8 of the Fifth Supplement. 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 the Applicable LIBOR-Based Rate for each Interest Period other than the first Interest Period; provided that if the ownership of the Series 2004-1 Auction Rate Notes is no longer maintained in Book-Entry Form, or if a Payment Default has occurred, then the Trustee shall determine the Applicable LIBOR-Based Rate for each such Interest Period.

        For any Interest Period for which any Carry-Over Amount exists, the Auction Agent shall calculate One-Month LIBOR.

        The Issuer shall determine on each Auction Date whether the Net Loan Restriction Period is applicable for the next Auction Period and, if it is, the Issuer shall notify the Trustee, the Auction Agent and the Broker-Dealers of such event. If the Net Loan Restriction Period is applicable for an Auction Period, the Issuer shall calculate the Net Loan Rate, the Adjusted Student Loan Portfolio Rate of Return and the Program Expense Percentage and shall notify the Trustee, the Auction Agent and the Broker-Dealers of such calculations.

           (d) Notification of Rates, Amounts and Payment Dates.

           (i) By 10:00 a.m., New York City time, on each Regular Record Date with respect to the Series 2004-1 Auction Rate Notes, the Trustee shall determine the aggregate amounts of interest distributable on the next succeeding Interest Payment Date to the beneficial owners thereof.

           (ii) As soon as practicable prior to each Interest Payment Date with respect to the Series 2004-1 Auction Rate Notes, the Trustee shall:

           (A) confirm with the Auction Agent, so long as no Payment Default has occurred and is continuing and the ownership of the Series 2004-1 Auction Rate 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 2.02(b)(ii) of this Annex 1;

           (B) advise the Securities Depository, so long as the ownership of the Series 2004-1 Auction Rate Notes is maintained in Book-Entry Form by the Securities Depository, upon request, of the aggregate amount of interest, and the aggregate amount (if any) of Carry-Over Amount and interest thereon, distributable on the next succeeding Interest Payment Date to the beneficial owners thereof; and

           (C) pursuant to Section 2.01 of this Annex 1, advise the Holders of Series 2004-1 Auction Rate Notes of any Carry-Over Amount accruing on such series.

           (e) Auction Agent.

           (i) Deutsche Bank Trust Company Americas is hereby appointed as Initial Auction Agent to serve as agent for the Issuer in connection with Auctions. The Trustee and the Issuer 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 the Fifth Supplement, including this Annex 1, by giving at least 90 days' notice to the Trustee, each Market Agent and the Issuer. The Auction Agent may be removed at any time by the Trustee upon the written direction of an Authorized Officer of the Issuer or the Holders of 66-2/3% of the aggregate Principal Amount of the Series 2004-1 Auction Rate 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 Issuer and the Trustee upon at least 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. However, if a Substitute Auction Agent shall not have been appointed within 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 Substitute Auction Agent. If required by the Issuer, 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 25 days after notifying the Trustee, each Market Agent and the Issuer 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.

           (ii) 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 Issuer, shall use its best efforts to appoint a Substitute Auction Agent.

           (iii) The Auction Agent is acting as agent for the Issuer 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.

           (iv) In the event of a change in the Auction Agent Fee Rate pursuant to Section 3.04(a) of the Auction Agent Agreement, the Auction Agent shall give notice thereof to the Trustee in accordance with the Auction Agent Agreement.

           (f) Broker-Dealers.

           (i) The Auction Agent will enter into Broker-Dealer Agreements with Goldman, Sachs & Co., as the initial Broker-Dealer. An Authorized Officer of the Issuer 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.

           (ii) Any Broker-Dealer may be removed at any time, at the request of an Authorized Officer of the Issuer, but there shall, at all times, be at least one Broker-Dealer appointed and acting as such with respect to the Series 2004-1 Auction Rate Notes.

           (g) Changes in Auction Period or Periods.

           (i) While any of the Series 2004-1 Auction Rate Notes are Outstanding, the Issuer may, from time to time, convert the length of one or more Auction Periods and designate an Auction Period of a different length than set forth in the definition of Interest Period (an "Auction Period Adjustment"), in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the length of the Auction Period and the Applicable Interest Rate borne by the Series 2004-1 Auction Rate Notes. The Issuer shall not initiate an Auction Period Adjustment unless it shall have received, not less than 10 days nor more than 20 days prior to the Auction Period Adjustment, the written consent of the applicable Market Agent, which consent shall not be unreasonably withheld. The Issuer shall initiate the Auction Period Adjustment by giving written notice by Issuer Order to the Trustee, the Auction Agent, the applicable Market Agent and the Securities Depository in substantially the form of, or containing substantially the information contained in, Exhibit E to this Fifth Supplement at least ten days prior to the Auction Date for such Auction Period.

           (ii) 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, an Issuer Certificate in substantially the form attached as, or containing substantially the same information contained in, Exhibit F to this Fifth Supplement, authorizing the Auction Period Adjustment specified in such certificate along with written confirmation that the Rating Agency Condition has been satisfied with respect to such Auction Period Adjustment, 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 Applicable Interest Rate for the next Auction Period shall be determined pursuant to the provisions of subsections (a) through (d) of this Section and the Auction Period shall be the Auction Period determined without reference to the proposed change. If the condition referred to in (A) above is met but the condition referred to in (B) above is not met, the Applicable Interest Rate for the next Auction Period shall be the Maximum Rate, and in either case the Auction Period shall be the Auction Period determined without reference to the proposed change.

           (iii) In connection with any Auction Period Adjustment, the Auction Agent shall provide such further notice to such parties as is specified in Section 2.6(a) of the Auction Agent Agreement.

           (h) Changes in the Auction Date. The applicable Market Agent, with the written consent of an Authorized Officer of the Issuer, 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 1.01 of this Annex 1 with respect to one or more specified Auction Periods for the Series 2004-1 Auction Rate Notes, designate a Series Auction Date different than as set forth in the definition of Interest Period in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the day of the week constituting an Auction Date and the Applicable Interest Rate borne by the Series 2004-1 Auction Rate Notes. The applicable Market Agent shall deliver a written request for consent to such change in the Auction Date to the Issuer not less than three days nor more than twenty days prior to the effective date of such change. The applicable 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 three days prior to the proposed changed Auction Date to the Trustee, the Auction Agent, the Issuer and the Securities Depository. Such notice shall be substantially in the form of, or contain substantially the information contained in, Exhibit G to this Fifth Supplement.

                     In connection with any change described in this Section 2.02(g), the Auction Agent shall provide such further notice to such parties as is specified in Section 2.06(b) of the Auction Agent Agreement.

                     Section 2.03 Additional Provisions Regarding the Applicable Interest Rate. The determination of each Applicable Interest Rate by the Auction Agent or any other Person pursuant to the provisions of this Annex 1 shall be conclusive and binding on the Holders of the Series 2004-1 Auction Rate Notes, and the Issuer and the Trustee may rely thereon for all purposes.

                     In no event shall the cumulative amount of interest paid or payable on the Series 2004-1 Auction Rate Notes (including interest calculated as provided herein, plus any other amounts that constitute interest on the Series 2004-1 Auction Rate Notes of such series under applicable law, which are contracted for, charged, reserved, taken or received pursuant to the Series 2004-1 Auction Rate 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 2004-1 Auction Rate 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 2004-1 Auction Rate Notes of such series, or related documents or otherwise contracted for, charged, reserved, taken or received in connection with the Series 2004-1 Auction Rate Notes of such series, or if the redemption or acceleration of the maturity of the Series 2004-1 Auction Rate Notes of such series results in payment to or receipt by the Holder or any former Holder of the Series 2004-1 Auction Rate Notes of such series of any interest in excess of that permitted by applicable law, then, notwithstanding any provision of the Series 2004-1 Auction Rate Notes of such series or related documents to the contrary, all excess amounts theretofore paid or received with respect to the Series 2004-1 Auction Rate Notes of such series shall be credited on the Principal Amount of the Series 2004-1 Auction Rate Notes of such series (or, if the Series 2004-1 Auction Rate 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 2004-1 Auction Rate 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 2004-1 Auction Rate Notes of such series and under the related documents.

                     Section 2.04 Qualifications of Market Agent. Each 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 the Fifth Supplement, including this Annex 1. Any Market Agent may resign and be discharged of the duties and obligations created by the Fifth Supplement, including this Annex 1, by giving at least 90 days' notice to the Issuer and the Trustee, provided that such resignation shall not be effective until the appointment of a successor market agent by the Issuer and the acceptance of such appointment by such successor market agent. Any Market Agent may be replaced at the direction of the Issuer, by an instrument signed by an Authorized Officer of the Issuer filed with such Market Agent and the Trustee at least thirty 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 Issuer and the acceptance of such appointment by such successor market agent.

                     In the event that any Market Agent shall be removed or be dissolved, or if the property or affairs of any 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 for the Series 2004-1 Auction Rate Notes, and the Issuer shall not have appointed its successor as Market Agent, the Trustee, notwithstanding the provisions of the first paragraph of this Section 2.04, shall be deemed to be the Market Agent for the Series 2004-1 Auction Rate Notes for all purposes of the Fifth Supplement, including this Annex 1, until the appointment by the Issuer of the successor Market Agent. Nothing in this Section 2.04 shall be construed as conferring on the Trustee additional duties other than as set forth herein.

EXHIBIT A

FORM OF SERIES 2004-1 LIBOR RATE 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.

Student Loan Asset-Backed Note
Senior Series 2004-1A-_

No. __-____ $____________

Stated Maturity Date Date of Original Issue Interest Rate CUSIP

_______, 20__ May __, 2004 LIBOR + __% _____ ___

Registered Holder:     Cede & Co.
Principal Amount:

                     For Value Received, College Loan Corporation Trust I, a Delaware statutory trust (the "Issuer," which term includes any successor 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 2004-1 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 Applicable 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. 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 2004-1 Notes in the aggregate principal amount of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount of Series 2004-1 Notes is outstanding, the Holder of all outstanding Series 2004-1 Notes), at the direction of such Registered Holder received by the Paying Agent by 5:00 p.m. 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, interest on this Note is 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 (herein referred to as "Defaulted Interest") 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 series of Senior Notes (collectively referred to herein as the "Series 2004-1 Notes") issued by the Issuer pursuant to an Amended and Restated Indenture of Trust, dated as of October 1, 2003 (as supplemented and amended previously and as supplemented by the Fifth Supplement dated as of May 1, 2004 and as may be further supplemented and amended, the "Indenture"), from the Issuer and Deutsche Bank Trust Company Americas, as eligible lender trustee, to Deutsche Bank Trust Company Americas, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture).

                     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 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 and 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 Issuer thereunder, payable from such revenues and other moneys thereunder as Senior Obligations or Subordinate Obligations; 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 Issuer 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 2004-1 Notes are being issued as, and will constitute, Senior Notes under the Indenture.

                     The Notes and Other Obligations are limited obligations of the Issuer, payable solely from the Trust Estate created under the Indenture, consisting of certain revenues and Funds and Accounts pledged under the Indenture including, but not limited to, payments of principal and interest made by obligors of Financed Student Loans and available Note proceeds.

                     Interest payable on this Note shall be computed on the basis of a 360-day year for the number of days actually elapsed, 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 Applicable 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 an Applicable Interest Rate, 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.

                     The Interest Period, the Applicable Interest Rate, the method of determining the Applicable Interest Rate on each of the Series 2004-1 Notes and the redemption provisions of the Series 2004-1 Notes will be determined in accordance with the terms, conditions and provisions of the Fifth Supplement, 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.

                     The determination of the Applicable Interest Rate by the Trustee or any other authorized Person pursuant to the provisions of the Fifth Supplement shall be conclusive and binding on the Holders of the Series 2004-1 Notes.

                     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.

                     If provision is made for the payment of principal of 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 Issuer and the rights of the Holders of the Notes and Other Beneficiaries under the Indenture at any time by the Issuer with, among other things, the consent of the Holders of two-thirds of the aggregate principal amount of Senior Notes at the time Outstanding, if affected thereby, and with the consent of the Holders of two-thirds of the aggregate principal amount of Subordinate 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 Senior 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 Subordinate 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.

                     The Issuer 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 Issuer, the Trustee, each Paying Agent, any Authenticating Agent, the Note Registrar and any other agent of the Issuer 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 Issuer, 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.

                      It is expressly understood and agreed by the holder hereof that (a) the Indenture and this Note each is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Delaware Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it; (b) each of the representations, undertakings and agreement in the Indenture and this Note made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer; (c) nothing contained in the Indenture and this Note shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained in the Indenture and this Note, all such liability, if any, being expressly waived by the holder hereof and by any Person claiming by, through or under the holder hereof; and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Indenture, this Note or the other Basic Documents.

[Execution Page Follows]

                     IN WITNESS WHEREOF, the Issuer has caused this Series 2004-1 Note to be executed in its name by the manual signature of the Delaware Trustee.

                     Dated: _______ __, 200_

COLLEGE LOAN CORPORATION TRUST I

By Wilmington Trust Company, not in its individual capacity

but solely as Delaware Trustee

By                                                                          

Name                                                                     

Title                                                                       

[CERTIFICATE OF AUTHENTICATION FOLLOWS]

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.

DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee

By                                                                          

Name                                                                     

Title                                                                       

[FORM OF ASSIGNMENT FOLLOWS]

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:

                                                                                        

EXHIBIT B

FORM OF SERIES 2004-1 AUCTION
RATE 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.

Student Loan Asset-Backed Note
Subordinate Series 2004-1B

No. __-____ $____________

Stated Maturity Date Date of Original Issue Interest Rate CUSIP

_______, 20__ May __, 2004 Variable _____ ___

Registered Holder:     Cede & Co.
Principal Amount:

                     For Value Received, College Loan Corporation Trust I, a Delaware statutory trust (the "Issuer," which term includes any successor 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 2004-1B 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 Applicable 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. 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 2004-1B Notes in the aggregate principal amount of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount of Series 2004-1B Notes is outstanding, the Holder of all outstanding Series 2004-1B Notes), at the direction of such Registered Holder received by the Paying Agent by 5:00 p.m. 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, interest on this Note is 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 (herein referred to as "Defaulted Interest") 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 series of Subordinate Notes (collectively referred to herein as the "Series 2004-1B Notes") issued by the Issuer pursuant to an Amended and Restated Indenture of Trust, dated as of October 1, 2003 (as supplemented and amended previously and as supplemented by the Fifth Supplement dated as of May 1, 2004 and as may be further supplemented and amended, the "Indenture"), from the Issuer and Deutsche Bank Trust Company Americas, as eligible lender trustee, to Deutsche Bank Trust Company Americas, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture).

                     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 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 and 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 Issuer thereunder, payable from such revenues and other moneys thereunder as Senior Obligations or Subordinate Obligations; 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 Issuer 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 2004-1B Notes are being issued as, and will constitute, Subordinate Notes under the Indenture.

                     The Notes and Other Obligations are limited obligations of the Issuer, payable solely from the Trust Estate created under the Indenture, consisting of certain revenues and Funds and Accounts pledged under the Indenture including, but not limited to, payments of principal and interest made by obligors of Financed Student Loans and available Note proceeds.

                     The Series 2004-1B Notes constitute Subordinate 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 Senior Notes issued from time to time under the Indenture and Other Senior Beneficiaries thereunder (except termination payments due under swap agreements as a result of swap counterparty default). A failure to pay principal of and premium, if any, or interest on this Subordinate Note will not constitute an Event of Default under the Indenture if any Senior Obligation is Outstanding.

                     Interest payable on this Series 2004-1B Note shall be computed on the basis of a 365-day year for the number of days actually elapsed, except that for any leap year such calculation with respect to an Interest Payment Date occurring after January 1 of such year through December 31 of such year shall be computed on the basis of a 366-day year, and accrue daily from the date hereof, 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 Applicable 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 an Applicable Interest Rate, 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.

                     The Interest Period, the Applicable Interest Rate, the method of determining the Applicable Interest Rate on each of the Series 2004-1B Notes and the Auction Procedures related thereto, 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 Fifth Supplement 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.

                     By purchasing Series 2004-1B Notes, whether in an Auction or otherwise, each purchaser of the Series 2004-1B Notes, or its Broker-Dealer, must agree and shall be deemed by such purchase to have agreed (a) to participate in Auctions on the terms described in the Fifth Supplement, (b) to have its beneficial ownership of the Series 2004-1B 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 (c) 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 2004-1B Notes is maintained in Book-Entry Form by the Securities Depository, an Existing Holder may sell, transfer or otherwise dispose of Series 2004-1B Notes only pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose of Series 2004-1B 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 the Applicable Interest Rate by the Auction Agent or any other authorized Person pursuant to the provisions of the Fifth Supplement shall be conclusive and binding on the Holders of the Series 2004-1B Notes to which such Applicable Interest Rate applies, and the Issuer 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.

                     It is provided in the Fifth Supplement that Series 2004-1B Notes of a denomination larger than $50,000 may be redeemed in part ($50,000 or a multiple thereof) and that upon any partial redemption of any such Series 2004-1B 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 and 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 Issuer and the rights of the Holders of the Notes an Other Beneficiaries under the Indenture at any time by the Issuer with, among other things, the consent of the Holders of two-thirds of the aggregate principal amount of Senior Notes at the time Outstanding, if affected thereby, and with the consent of the Holders of two-thirds of the aggregate principal amount of Subordinate 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 Senior 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 Subordinate 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.

                     The Issuer 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 Issuer, the Trustee, each Paying Agent, any Authenticating Agent, the Note Registrar and any other agent of the Issuer 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 Issuer, 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.

                     It is expressly understood and agreed by the holder hereof that (a) the Indenture and this Note each is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Delaware Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it; (b) each of the representations, undertakings and agreement in the Indenture and this Note made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer; (c) nothing contained in the Indenture and this Note shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained in the Indenture and this Note, all such liability, if any, being expressly waived by the holder hereof and by any Person claiming by, through or under the holder hereof; and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken by the Issuer under the Indenture, this Note or the other Basic Documents.

[Execution Page Follows]

                     IN WITNESS WHEREOF, the Issuer has caused this Series 2004-1B Note to be executed in its name by the manual signature of the Delaware Trustee.

                     Dated: _______ __, 200_

COLLEGE LOAN CORPORATION TRUST I

By Wilmington Trust Company, not in its individual capacity

but solely as Delaware Trustee

By                                                                          

Name                                                                     

Title                                                                       

[CERTIFICATE OF AUTHENTICATION FOLLOWS]

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.

DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee

By                                                                          

Name                                                                     

Title                                                                       

[FORM OF ASSIGNMENT FOLLOWS]

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:

                                                                                        

EXHIBIT C

NOTICE OF A PAYMENT DEFAULT

COLLEGE LOAN CORPORATION TRUST I
AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
SUBORDINATE SERIES 2004-1B

                     Notice Is Hereby Given that a Payment Default has occurred and not been cured with respect to the Notes identified above. Determination of the Applicable Interest Rate pursuant to the Auction Procedures will be suspended. The Applicable Interest Rate on the Notes identified above for each Auction Period commencing after the date of Payment Default with respect thereto will equal the Non-Payment Rate, as it is determined by the Trustee on the first day of such Auction Period until _____________________.

                     Terms used herein have the meanings set forth in the Fifth Supplemental Indenture of Trust relating to the above-referenced Notes.

                     Dated: ________________________

DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee

By                                                                          

Name                                                                     

Title                                                                       

EXHIBIT D

NOTICE OF CURE OF PAYMENT DEFAULT
COLLEGE LOAN CORPORATION TRUST I

AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
SUBORDINATE SERIES 2004-1B

                     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 Fifth Supplemental Indenture of Trust relating to the above-referenced Notes.

                     Dated: ________________________

DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee

By                                                                          

Name                                                                     

Title                                                                       

EXHIBIT E

NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT

COLLEGE LOAN CORPORATION TRUST I
AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
SUBORDINATE SERIES 2004-1B

                     Notice Is Hereby Given that College Loan Corporation Trust I proposes to change the length of one or more Auction Periods with respect to the Notes identified above, pursuant to the Fifth Supplemental Indenture of Trust relating to such Notes (the "Fifth Supplement"), as follows:

                     1. The change shall take effect on the 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, the consent of the Market Agent (which consent has been obtained), as required by the Fifth Supplement, authorizing the change in length of one or more Auction Periods and confirmation from each Rating Agency that it will not reduce or withdraw its ratings on the Series 2004-1 Auction Rate Notes on account of such Auction Period Adjustment, 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 paragraph 2(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 paragraph 2(a) above is met but the condition referred to in paragraph 2(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.

                     Terms used herein have the meanings set forth in the Fifth Supplement.

                     Dated: ________________________

COLLEGE LOAN CORPORATION TRUST I

By                                                                          

Name                                                                     

Title                                                                       

EXHIBIT F

NOTICE ESTABLISHING AUCTION PERIOD ADJUSTMENT

COLLEGE LOAN CORPORATION TRUST I
AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
SUBORDINATE SERIES 2004-1B

                     Notice Is Hereby Given that College Loan Corporation Trust I established new lengths for one or more Auction Periods with respect to the Notes identified above pursuant to the Fifth Supplemental Indenture of Trust relating to such Notes (the "Fifth Supplement"):

                     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 2.02(g) of Annex 1 to the Fifth Supplement.

                     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 Section 2.02(g) of Annex 1 to the Fifth Supplement and our prior notice dated ___________________ regarding the proposed change.

                     Terms used herein have the meanings set forth in the Fifth Supplement.

                     Dated: ________________________

COLLEGE LOAN CORPORATION TRUST I

By                                                                          

Name                                                                     

Title                                                                       

EXHIBIT G

NOTICE OF CHANGE IN AUCTION DATE

COLLEGE LOAN CORPORATION TRUST I
AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
SUBORDINATE SERIES 2004-1B

                     Notice is hereby given by ___________________, 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 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 the subject to further change hereafter as provided in the Fifth Supplemental Indenture of Trust relating to such Notes (the "Fifth Supplement").

                     Terms used herein have the meanings set forth in the Fifth Supplement.

                     Dated: ________________________

                                                                            ,
as Market Agent

By                                                                          

Name                                                                     

Title                                                                       

EXHIBIT H

RATING AGENCY CONDITION