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__________ SUPPLEMENTAL INDENTURE OF TRUST
between
COLLEGE LOAN CORPORATION TRUST I
and
____________________________,
as Trustee
Dated as of ________ __, 200_
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Table of Contents
Page
Section 1. Definitions and Related Matters................................2
Section 2. Authorization and Terms of Series 200_-_ Notes................18
Section 3. Interest Payable On Series 200_-_ Notes.......................20
Section 4. Determining the Applicable Interest Rate......................23
Section 5. Determination of Payment Defaults and Payment of Auction
Agent and Broker-Dealer Fees..................................32
Section 6. Calculation of Various Rates..................................33
Section 7. Notification of Rates, Amounts and Payment Dates..............33
Section 8. Auction Agent.................................................34
Section 9. Broker-Dealers................................................35
Section 10. Changes in Auction Period or Periods..........................35
Section 11. Changes in the Auction Date...................................36
Section 12. Additional Provisions Regarding the Applicable Interest Rate..37
Section 13. Qualifications of Market Agent................................37
Section 14. Purposes of Issuance of Series 200_-_ Notes...................38
Section 15. Deposit of Series 200_-_ Note Proceeds........................38
Section 16. Redemption of Series 200_-_ Notes.............................38
Section 17. Book-Entry Series 200_-_ Notes................................40
Section 18. Limitation on Fees............................................42
Section 19. Certain Designations Pursuant to the Indenture................43
Section 20. Mandatory Redemption of or Distributions of Principal With
Respect to Notes..............................................44
Section 21. List of Non-Business Days.....................................44
Section 22. Certain Findings, Determinations and Designations.............45
Section 23. Conditions Precedent..........................................45
Section 24. [Reserved]....................................................46
Section 25. Notices to the Eligible Lender Trustee and the Trustee........64
Section 26. Governing Law.................................................65
Section 27. Headings......................................................65
Section 28. Severability..................................................65
Section 29. Counterparts; Facsimile.......................................65
Section 30. Effect of _____ Supplement....................................65
Section 31. Rights, Privileges and Immunities of Trustee..................66
EXHIBIT A FORM OF SERIES 200_-_A NOTES
EXHIBIT B FORM OF SERIES 200_-_ SUBORDINATE NOTE
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 TAXES
__________ SUPPLEMENTAL INDENTURE OF TRUST
THIS __________ SUPPLEMENTAL INDENTURE OF TRUST (this "______ Supplement"),
dated as of _______ __, 200_, between COLLEGE LOAN CORPORATION TRUST I, a
Delaware statutory trust (the "Issuer"), and ____________________________, 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 ________ (the "Trustee");
R E C I T A L S:
WHEREAS, the Issuer, ___________________________, as eligible lender
trustee, and the Trustee, as indenture trustee, have previously executed and
delivered an Indenture of Trust (the "Base Indenture"), dated as March 1, 2002
(the Base Indenture, the First Supplement and the Second 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 previously authorized and issued multiple series of
Senior and Subordinated Notes; and
WHEREAS, the Issuer has authorized and determined to issue __ series of
Senior Notes (collectively, the "Series 200_-_ Senior Notes") and two series of
Subordinate Notes (the "Series 200_-_ Subordinate Notes" and, together with the
Series 200_-_ Senior Notes, the "Series 200_-_ Notes") pursuant to the Indenture
and this _____ Supplement; and
WHEREAS, the Issuer desires by this _____ Supplement to (a) prescribe the
terms and provisions of the Series 200_-_ 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 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 Indenture; and
WHEREAS, with respect to clause (b) above, pursuant to Section 8.01(j) of
the 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 J; and
WHEREAS, the execution and delivery of this _____ Supplement and the
issuance of the Series 200_-_ Notes have been in all respects duly and validly
authorized by the Issuer and all acts and things necessary to constitute this
_____ 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 _____
Supplement hereby agree as follows:
SECTION 1. DEFINITIONS AND RELATED MATTERS.
(a) In the event that any term or provision contained in this _____
Supplement shall conflict with or be inconsistent with any provision
contained in the Base Indenture or any Supplement the terms and provisions
of this _____ Supplement shall govern with respect to the Series 200_-_
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 any
series of the Series 200_-_ Notes in the Acquisition Fund, the period beginning
on the Closing Date for such series and ending on and including __________,
200_; or the last day of such other month as may be provided by Issuer Order,
provided that the Rating Agency Condition shall have been met with respect to
such Issuer Order.
"ADJUSTED CP RATE" means the rate defined as such in the Auction Rate Reset
Agreement.
"ADMINISTRATION FEE" means a monthly fee equal to _______ of ____% 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.
"ALL HOLD RATE" on any date of determination means the Applicable
LIBOR-Based Rate less ____%, provided that in no event shall the applicable All
Hold Rate be greater than the Maximum Rate.
"APPLICABLE INTEREST RATE" means the rate of interest per annum borne from
time to time by a series of the Series 200_-_ Notes, which shall be (a) during
the Initial Interest Period for such series, the Initial Interest Rate, and (b)
during each Interest Period thereafter, the rate of interest determined in
accordance with the Auction Procedures.
"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 200_-_A-1
Senior Notes, April 10, 200_, with respect to the Series 200_-_A-2 Senior Notes,
_________, 200_; provided, that if the initial Auction Date with respect to any
Series specified above is not a Business Day, the initial Auction Date shall be
the Business Day immediately preceding the date so listed. Thereafter, with
respect to each such series of Series 200_-_ Notes, the Auction Date means the
Business Day immediately preceding the first day of each Auction Period for such
series, other than:
(a) an Auction Period commencing after the ownership of such series is
no longer maintained in Book-Entry Form by the Securities Depository;
(b) an Auction Period commencing after and during the continuance of a
Payment Default; or
(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 11 of this _____ Supplement.
"AUCTION PERIOD" means the Interest Period applicable to each series of the
Series 200_-_ Notes.
"AUCTION PERIOD ADJUSTMENT" means an adjustment to the Auction Period as
provided in Section 10 hereof.
"AUCTION PROCEDURES" means the procedures set forth in Section 4 through
Section 12 hereof 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 4(c)(ii) hereof
which.
"AUCTION RATE RESET AGREEMENT" means the Auction Rate Reset Agreement dated
as of _______ __, 200_ among ________________, as Broker-Dealer,
________________, as Initial Auction Agent and Trustee, and the Issuer, as such
agreement may from time to time be amended or supplemented.
"AUTHORIZED DENOMINATIONS" means $__________ and any multiple thereof.
"AVAILABLE SERIES 200_-_ NOTES" shall have the meaning ascribed to such
term in Section 4(c)(i)(A) hereof.
"BASE INDENTURE" shall have the meaning ascribed to such term in the
Recitals hereof.
"BID" shall have the meaning ascribed to such term in Section 4(a)(i)
hereof.
"BIDDER" shall have the meaning ascribed to such term in Section 4(a)(i)
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.
"BROKER-DEALER" means (a) initially, with respect to the Series 200_-_
Notes, ____________________ and (b) with respect to any series of Series 200_-_
Notes, 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 200_-_ Notes by the Issuer pursuant to
Section 9 hereof 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 _______ __, 200_, between
____________________________, as Auction Agent, and ____________________, as
Broker-Dealer.
"BROKER-DEALER FEE" shall have the meaning ascribed to such term in the
Auction Agent Agreement.
"BROKER-DEALER FEE RATE" shall have the meaning ascribed to such term in
the Auction Agent Agreement.
"BUSINESS DAY" means any day other than (i) such dates as may be agreed to
in writing by the Market Agent, the Auction Agent, the Broker-Dealer and the
Issuer, or (ii) a Saturday, Sunday, holiday or day on which banks located in the
City of New York, New York, or the New York Stock Exchange, the Trustee or the
Auction Agent, are authorized or permitted by law or executive order to close.
"CARRY-OVER AMOUNT" means the excess, if any, of (a) the amount of interest
on a Series 200_-_ 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 200_-_ Note actually accrued with respect to such Series 200_-_ 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 _____ Supplement, in the
Indenture, and in the Series 200_-_ Notes shall not include, within the meanings
of such words, any Carry-Over Amount or any interest accrued on any Carry-Over
Amount.
"CLOSING DATE" means ____________.
"ELIGIBLE CARRY-OVER MAKE-UP AMOUNT" means, with respect to each Interest
Period relating to a series of Series 200_-_ 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 200_-_ Notes.
"EXISTING HOLDER REGISTRY" means the registry of Persons who are owners of
the Series 200_-_ Notes, maintained by the Auction Agent as provided in the
Auction Agent Agreement.
"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.
"HOLD ORDER" shall have the meaning ascribed to such term in Section
4(a)(i) hereof.
"INDENTURE" means the Indenture of Trust, dated as of March 1, 2002, from
the Issuer, and Deutsche Bank Trust Company Americas (formerly known as Bankers
Trust Company), as eligible lender trustee, to the Trustee, and as may be
further amended and supplemented from time to time.
"INITIAL AUCTION AGENT" means ____________________________, a ____________
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 _______ __, 200_, 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 200_-_ 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 each series of Series 200_-_ Notes, a per
annum rate equal to, in the case of the Series 200_-_ Senior Notes, the Adjusted
CP Rate as will be in effect on the second Business Day preceding the initial
Interest Payment Date for such series of Series 200_-_ Notes plus or minus the
spread bid by the Broker-Dealer as set forth in the Auction Rate Reset
Agreement; and in the case of the Series 200_-_B-1 Notes, ____%.
"INITIAL INTEREST RATE ADJUSTMENT DATE" means for each series of Series
200_-_ Notes, the date set forth below (or, if such date is not a Business Day,
the following Business Day):
INITIAL INTEREST RATE
SERIES ADJUSTMENT DATE
Series 200_-_A-1 _________, 200_
Series 200_-_A-2 _________, 200_
Series 200_-_B-1 _________, 200_
Series 200_-_B-2 _________, 200_
"INTEREST PAYMENT DATE" means (a) each regularly scheduled interest payment
date on the Series 200_-_ Notes, which for each series of Series 200_-_ 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 March 1 and September 1 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 200_-_ 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 each series of Series 200_-_ Senior 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 applicable Series Auction Date, 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); and (b) with respect to the Series 200_-_
Subordinate Notes, initially, the Initial Interest Period for the applicable
series, and each successive period of generally 28 days, commencing on the first
Business Day following the applicable Series Auction Date, 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). Notwithstanding the foregoing, if the Auction Periods are
changed as provided in Section 10 hereof, each Interest Period shall commence on
an Interest Payment Date and end on but shall exclude the next succeeding
Interest Payment Date. 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 200_-_ Notes is effective, which for each series of Series
200_-_ Notes shall be the date of commencement of each Auction Period for such
series.
"INTEREST RATE DETERMINATION DATE" means for each series of Series 200_-_
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 ____________________, or with respect to any series of
Series 200_-_ Notes, any successor in such capacity hereunder.
"MARKET AGENT AGREEMENT" means that certain market agent agreement relating
to the Series 200_-_ 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 200_-_ Notes which, when taken together with the interest rate on the
Series 200_-_ 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
200_-_ 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 ▇▇▇▇ Rate
plus ____% for such one-year period (if any one of the ratings assigned by the
Rating Agencies to the Series 200_-_ Notes are "____" or "____" or better), (b)
not being in excess (on a per annum basis) of the Ninety-One Day United States
Treasury ▇▇▇▇ Rate plus ____% for such one-year period (if any one of the
ratings assigned by the Rating Agencies to the Series 200_-_ Notes is less than
"____" or "____" but both are at least any category of "____"), or (c) not being
in excess (on a per annum basis) of the average of Ninety-One Day United States
Treasury ▇▇▇▇ Rate plus ____% for such one-year period (if any one of the
ratings assigned by the Rating Agencies to the Series 200_-_ Notes is less than
the lowest category of "____"); provided, however, that if the Series 200_-_
Notes have not been Outstanding for at least such one-year period then for any
portion of such period during which such Series 200_-_ Notes were not
Outstanding, the interest rates on the Series 200_-_ 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 200_-_ Senior Notes
rated "____" and "____" by ▇▇▇▇▇'▇ & S&P, respectively, the Maximum Auction Rate
shall not exceed the Applicable LIBOR-Based Rate plus ____%; 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 200_-_
Notes that such change will not in and of itself result in a reduction of the
rating on any Series 200_-_ 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 ▇▇▇▇ 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) ___% per annum or (b) the
highest rate the Issuer may legally pay, from time to time, as interest on the
Series 200_-_ 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 200_-_ 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 200_-_
Notes, the first day of an Auction Period which immediately follows three
consecutive Auction Dates for such series of the Series 200_-_ 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 ▇▇▇▇ Rate in effect as of each such Auction Date plus (b) ___%.
"NET LOAN RATE TRIGGER DATE" means, for a series of Series 200_-_ Notes,
the first day of an Auction Period which immediately follows six consecutive
Auction Dates for such series of the Series 200_-_ 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 ▇▇▇▇ Rate in
effect as of each such Auction Date plus (b) ___%.
"NINETY-ONE DAY UNITED STATES TREASURY ▇▇▇▇ 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) ___ basis points
and (b) the Maximum Interest Rate.
"NOTE REGISTRAR" means, with respect to the Series 200_-_ Notes, the
Trustee.
"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 4(a)(i)
hereof.
"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, premium, if any, or interest on the Series 200_-_ Notes is
payable.
"PAYMENT DEFAULT" means, with respect to a series of Series 200_-_ Notes,
(a) a default in the due and punctual payment of any installment of interest on
such 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 200_-_ Notes of such series 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 200_-_ Notes (or, in the case of an Existing Holder thereof, an
additional Principal Amount of Series 200_-_ Notes).
"PROGRAM EXPENSE PERCENTAGE" means, with respect to any Auction 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 Auction 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.
"REGULAR RECORD DATE" means, with respect to any series of Series 200_-_
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 200_-_ Notes is payable semiannually, one Business Day
prior to each Interest Payment Date.
"RESERVE FUND REQUIREMENT" means, at any time, an amount equal to (a) ____%
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 $___________.
"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 200_-_ Notes
or (b) the Issuer discontinues use of the Securities Depository pursuant to
Section 17(c) hereof, then any other securities depository which agrees to
follow the procedures required to be followed by a securities depository in
connection with the Series 200_-_ Notes and which is selected by the Issuer with
the consent of the Trustee.
"SELL ORDER" shall have the meaning ascribed to such term in Section
4(a)(i) hereof.
"SERIES AUCTION DATE" means (a) with respect to an Interest Period for the
Series 200_-_ Senior Notes, the day of the week immediately preceding the first
Interest Rate Adjustment Date (or if such day is not a Business Day, the next
preceding Business Day) and (b) Tuesday, with respect to the Series 200_-_
Subordinate Notes (or if such day is not a Business Day, the next preceding
Business Day).
"SERIES 200_-_ NOTES" means the Series 200_-_ Senior Notes and the Series
200_-_ Subordinate Notes.
"SERIES 200_-_ SENIOR NOTES" means the Series 200_-_A-1 Senior Notes and
the Series 200_-_A-2 Senior Notes.
"SERIES 200_-_A-1 SENIOR NOTES" means the Notes created and to be issued
under this _____ Supplement in the original Principal Amount of $___________ and
designated as the "Auction Rate Student Loan Asset-Backed Notes, Senior Series
200_-_A-1."
"SERIES 200_-_A-2 SENIOR NOTES" means the Notes created and to be issued
under this _____ Supplement in the original Principal Amount of $_____________
and designated as the "Auction Rate Student Loan Asset-Backed Notes, Senior
Series 200_-_A-2."
"SERIES 200_-_B-1 SUBORDINATE NOTES" means the Notes created and to be
issued under this _____ Supplement in the original Principal Amount of
$___________ and designated as the "Auction Rate Student Loan Asset-Backed
Notes, Subordinate Series 200_-_B-1."
"SERIES 200_-_B-2 SUBORDINATE NOTES" means the Notes created and to be
issued under this _____ Supplement in the original Principal Amount of
$___________ and designated as the "Auction Rate Student Loan Asset-Backed
Notes, Subordinate Series 200_-_B-2."
"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
4(c)(i) hereof.
"SUBMITTED HOLD ORDER" shall have the meaning ascribed to such term in
Section 4(c)(i) hereof.
"SUBMITTED ORDER" shall have the meaning ascribed to such term in Section
4(c)(i) hereof.
"SUBMITTED SELL ORDER" shall have the meaning ascribed to such term in
Section 4(c)(i) hereof.
"SUBSTITUTE AUCTION AGENT" 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 8 of
this _____ Supplement agrees with the Trustee and the Issuer to perform the
duties of the Auction Agent under this _____ Supplement.
"SUFFICIENT BIDS" shall have the meaning ascribed to such term in Section
4(c)(i)(B) hereof.
"THIRD SUPPLEMENT" means this 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.
"_____ SUPPLEMENT" means this _____ Supplemental Indenture of Trust, dated
as of _______ __, 200_, between the Issuer and the Trustee, as amended or
supplemented in accordance with the terms hereof and of the Indenture.
"UNSUBSIDIZED ▇▇▇▇▇▇▇▇ LOAN" means a Student Loan made pursuant to Section
428H of the Higher Education Act.
"WINNING BID RATE" shall have the meaning ascribed to such term in Section
4(c)(i)(C) hereof.
SECTION 2. AUTHORIZATION AND TERMS OF SERIES 200_-_ NOTES. There is hereby
created and there shall be (a) a series of Senior Notes entitled "Student Loan
Asset-Backed Notes, Senior Series 200_-_A-_"; (b) a series of Senior Notes
entitled "Auction Rate Student Loan Asset-Backed Notes, Senior Series
200_-_A-_"; (c) a series of Subordinate Notes entitled "Auction Rate Student
Loan Asset-Backed Notes, Subordinate Series 200_-_B-1"; and (d) a series of
Subordinate Notes entitled "Auction Rate Student Loan Asset-Backed Notes,
Subordinate Series 200_-_B-2."
Each series of Series 200_-_ Notes shall have a single Stated Maturity on
___________, 20__.
Each series of Series 200_-_ Notes shall bear interest at the 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 200_-_ Notes shall be issued as fully registered Notes without
coupons in Authorized Denominations.
The Series 200_-_ 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 200_-_ Notes, the date of original issue of the Series 200_-_
Notes shall be the applicable Closing Date set forth in this _____ Supplement.
The Series 200_-_ Notes of each series shall be numbered in such manner as the
Note Registrar shall determine.
Interest on each series of Series 200_-_ 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. The interest payable
on each Interest Payment Date for each series of Series 200_-_ Notes shall be
calculated on a per unit basis, based on a unit of $___________, and 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 200_-_ 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 and premium, if any, on the Series 200_-_ Notes, together
with interest payable on the Series 200_-_ Notes at the Maturity thereof if the
date of such Maturity is not a regularly scheduled Interest Payment Date, shall
be payable in lawful money of the United States of America upon, except as
otherwise provided in Section 17 hereof, presentation and surrender of such
Series 200_-_ Notes at the Principal Office of the Trustee, as Paying Agent with
respect to the Series 200_-_ Notes, or a duly appointed successor Paying Agent.
Interest due on the Series 200_-_ Notes on each regularly scheduled Interest
Payment Date shall, except as otherwise provided in Section 17 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 200_-_ Note the Holder of which is the Holder of
Series 200_-_ Notes in the aggregate Principal Amount of $__________ or more
(or, if less than $_________ in Principal Amount of Series 200_-_ Notes is
Outstanding, the Holder of all outstanding Series 200_-_ 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 200_-_ 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 200_-_ Notes shall be made in lawful money of the United
States of America.
The Series 200_-_ Notes are subject to redemption prior to their Stated
Maturity upon the terms and conditions and at the Prepayment Prices specified in
Section 16 hereof.
Subject to the provisions of the Indenture, the Series 200_-_ Senior Notes
shall be in substantially the form set forth in Exhibit A hereto, with such
variations, omissions and insertions as may be required by the circumstances, be
required or permitted by the Indenture, or be consistent with the Indenture and
necessary or appropriate to conform to the rules and requirements of any
governmental authority or any usage or requirement of law with respect thereto.
Subject to the provisions of the Indenture, the Series 200_-_ Subordinate
Notes shall be in substantially the form set forth in Exhibit B hereto, with
such variations, omissions and insertions as may be required by the
circumstances, be required or permitted by the Indenture, or be consistent with
the Indenture and necessary or appropriate to conform to the rules and
requirements of any governmental authority or any usage or requirement of law
with respect thereto.
SECTION 3. INTEREST PAYABLE ON SERIES 200_-_ NOTES. During the Initial
Interest Period, each series of Series 200_-_ Notes shall bear interest at the
Initial Interest Rate for such series. Thereafter, except with respect to an
Auction Period Adjustment, each series of the Series 200_-_ 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
Sections 4 through 12 hereof.
The Applicable Interest Rate to be borne by each series of Series 200_-_
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 each series of Series 200_-_ Subordinate Notes
and with respect to each series of Series 200_-_ Senior Notes (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; 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 calendar 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 200_-_ 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 17 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 200_-_ 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 4(c)(ii) hereof, the Auction Agent shall
promptly give written notice to the Trustee and the Issuer of each Auction Rate.
The Trustee shall notify the Holders of Series 200_-_ 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 200_-_ 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 6 hereof 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 200_-_ 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 200_-_ 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 200_-_ 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 _____ Supplement, the Indenture and the Series 200_-_ 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 200_-_ 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 200_-_
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 200_-_ Note has been
redeemed under the Indenture (after which all accrued Carry-Over Amount with
respect to such Series 200_-_ 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 200_-_ 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
200_-_ 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 4.07 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 200_-_ Note which is unpaid
as of the Maturity of such Series 200_-_ 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 200_-_ 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 200_-_ Note, the Trustee shall give written notice in the
manner set forth in the immediately preceding paragraph to the Holder of such
Series 200_-_ Note of the Carry-Over Amount remaining unpaid on such Series
200_-_ Note.
The Interest Payment Date on which any Carry-Over Amount (or any interest
accrued thereon) for a series of Series 200_-_ 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 200_-_ Notes on an Interest Payment Date.
SECTION 4. DETERMINING THE APPLICABLE INTEREST RATE. By purchasing Series
200_-_ Notes, whether in an Auction or otherwise, each purchaser of the Series
200_-_ 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
herein; (b) to have its beneficial ownership of the Series 200_-_ 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; (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; (d)
that a Sell Order placed by an Existing Holder will constitute an irrevocable
offer to sell the principal amount of the Series 200_-_ Notes specified in such
Sell Order; (e) 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 200_-_ 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 (f) 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 200_-_ 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 200_-_ Notes is maintained
in Book-Entry Form by the Securities Depository, an Existing Holder may sell,
transfer or otherwise dispose of Series 200_-_ Notes of such series only
pursuant to a Bid or Sell Order placed in an Auction or otherwise sell, transfer
or dispose of Series 200_-_ 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 each series of the Series 200_-_ Notes):
(a) SUBMISSION BY EXISTING HOLDERS AND POTENTIAL HOLDERS TO A
BROKER-DEALER.
(i) Prior to the Submission Deadline on each Auction Date:
(A) each Existing Holder of Series 200_-_ Notes may submit
to a Broker-Dealer by telephone or otherwise any information as
to:
(1) the Principal Amount of Outstanding Series 200_-_
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;
(2) the Principal Amount of Outstanding Series 200_-_
Notes, if any, which such Existing Holder offers to sell if
the Auction Rate for the next succeeding Auction Period
shall be less than the rate per annum specified by such
Existing Holder; and/or
(3) the Principal Amount of Outstanding Series 200_-_
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
(B) one or more Broker-Dealers may contact Potential Holders
to determine the Principal Amount of Series 200_-_ 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 (A) or (B) of
this paragraph (i) is herein referred to as an "Order," and each
Existing Holder and each Potential Holder placing an Order is
herein referred to as a "Bidder"; an Order described in clause
(A)(1) is herein referred to as a "Hold Order"; an Order
described in clauses (A)(2) and (B) is herein referred to as a
"Bid"; and an Order described in clause (A)(3) is herein referred
to as a "Sell Order."
(ii) Subject to the provisions of Section 4(b) hereof, a Bid by
an Existing Holder shall constitute an irrevocable offer to sell:
(A) the Principal Amount of Outstanding Series 200_-_ Notes
specified in such Bid if the Auction Rate determined as provided
in this Section 4 shall be less than the rate specified therein;
or
(B) such Principal Amount, or a lesser Principal Amount of
Outstanding Series 200_-_ Notes to be determined as set forth in
Section 4(d)(i)(D) hereof, if the Auction Rate determined as
provided in this Section 4 shall be equal to the rate specified
therein; or
(C) such Principal Amount, or a lesser Principal Amount of
Outstanding Series 200_-_ Notes to be determined as set forth in
Section 4(d)(ii)(C) hereof, if the rate specified therein shall
be higher than the Maximum Rate and Sufficient Bids have not been
made.
(D) Subject to the provisions of Section 4(b) hereof, a Sell
Order by an Existing Holder shall constitute an irrevocable offer
to sell:
(1) the Principal Amount of Outstanding Series 200_-_
Notes specified in such Sell Order; or
(2) such Principal Amount, or a lesser Principal Amount
of Outstanding Series 200_-_ Notes determined as set forth
in Section 4(d)(ii)(C) hereof, if Sufficient Bids have not
been made.
(E) Subject to the provisions of Section 4(b) hereof, a Bid
by a Potential Holder shall constitute an irrevocable offer to
purchase:
(1) the Principal Amount of Outstanding Series 200_-_
Notes specified in such Bid if the Auction Rate determined
as provided in this Section 4 shall be higher than the rate
specified in such Bid; or
(2) such Principal Amount, or a lesser Principal Amount
of Outstanding Series 200_-_ Notes determined as set forth
in Section 4(d)(i)(E) hereof, if the Auction Rate determined
as provided in this Section 4 shall be equal to the rate
specified in such Bid.
(b) SUBMISSION BY BROKER-DEALER TO THE AUCTION AGENT.
(i) Each Broker-Dealer shall submit in writing to the Auction
Agent prior to the Submission Deadline on each Auction Date all Orders
obtained by such Broker-Dealer and shall specify with respect to each
such Order:
(A) the name of the Bidder placing such Order;
(B) the aggregate Principal Amount of Series 200_-_ Notes
that are the subject of such Order;
(C) to the extent that such Bidder is an Existing Holder:
(1) the Principal Amount of Series 200_-_ Notes, if
any, subject to any Hold Order placed by such Existing
Holder;
(2) the Principal Amount of Series 200_-_ Notes, if
any, subject to any Bid placed by such Existing Holder and
the rate specified in such Bid; and
(3) the Principal Amount of Series 200_-_ Notes, if
any, subject to any Sell Order placed by such Existing
Holder; and
(D) to the extent such Bidder is a Potential Holder, the
rate specified in such Potential Holder's Bid.
(ii) If any rate specified in any Bid contains more than three
figures to the right of the decimal point, the Auction Agent shall
round such rate up to the next highest .001%.
(iii) If an Order or Orders covering all Outstanding Series
200_-_ 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
200_-_ Notes owned by such Existing Holder and not subject to an Order
submitted to the Auction Agent.
(iv) 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.
(v) If any Existing Holder submits through a Broker-Dealer to the
Auction Agent one or more Orders covering in the aggregate more than
the Principal Amount of Outstanding Series 200_-_ Notes owned by such
Existing Holder, such Orders shall be considered valid as follows and
in the following order of priority:
(A) All Hold Orders shall be considered valid, but only up
to the aggregate Principal Amount of Outstanding Series 200_-_
Notes held by such Existing Holder, and if the aggregate
Principal Amount of Series 200_-_ Notes subject to such Hold
Orders exceeds the aggregate Principal Amount of Series 200_-_
Notes held by such Existing Holder, the aggregate Principal
Amount of Series 200_-_ Notes subject to each such Hold Order
shall be reduced pro rata so that the aggregate Principal Amount
of Series 200_-_ Notes subject to such Hold Order equals the
aggregate Principal Amount of Outstanding Series 200_-_ Notes
owned by such Existing Holder.
(B) any Bid shall be considered valid up to an amount equal
to the excess of the Principal Amount of Outstanding Series
200_-_ Notes owned by such Existing Holder over the aggregate
Principal Amount of Series 200_-_ Notes subject to any Hold Order
referred to in clause (A) of this paragraph (v);
(1) subject to subclause (1) of this clause (B), if
more than one Bid with the same rate is submitted on behalf
of such Existing Holder and the aggregate Principal Amount
of Outstanding Series 200_-_ 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 200_-_ Notes
subject to each Bid with the same rate shall be reduced pro
rata to cover the stated amount of Outstanding Series 200_-_
Notes equal to such excess;
(2) subject to subclauses (1) and (2) of this clause
(B), if more than one Bid with different rates are submitted
on behalf of such Existing Holder, such Bids shall be
considered valid first in the ascending order of their
respective rates until the highest rate is reached at which
such excess exists and then at such rate up to the amount of
such excess; and
(3) in any such event, the amount of Outstanding Series
200_-_ Notes, if any, subject to Bids not valid under this
clause (B) shall be treated as the subject of a Bid by a
Potential Holder at the rate therein specified; and
(C) All Sell Orders shall be considered valid up to an
amount equal to the excess of the Principal Amount of Outstanding
Series 200_-_ Notes held by such Existing Holder over the
aggregate Principal Amount of Series 200_-_ Notes subject to
valid Hold Orders referred to in clause (A) of this paragraph (v)
and valid Bids referred to in clause (B) of this paragraph (v).
(vi) If more than one Bid for Series 200_-_ Notes is submitted on
behalf of any Potential Holder, each Bid submitted shall be a separate
Bid with the rate and Principal Amount therein specified.
(vii) Any Bid or Sell Order submitted by an Existing Holder
covering an aggregate Principal Amount of Series 200_-_ 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 200_-_ Notes not equal to an
Authorized Denomination shall be rejected.
(viii) 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.
(ix) An Existing Holder that offers to purchase additional Series
200_-_ Notes is, for purposes of such offer, treated as a Potential
Holder.
(x) Any Bid specifying a rate higher than the Maximum Interest
Rate will (A) be treated as a Sell Order if submitted by an Existing
Holder and (B) not be accepted if submitted by a Potential Holder.
(c) DETERMINATION OF SUFFICIENT BIDS, AUCTION RATE AND WINNING BID
RATE.
(i) Not earlier than the Submission Deadline on each Auction
Date, the Auction Agent shall assemble all valid Orders submitted or
deemed submitted to it by the Broker-Dealers (each such Order as
submitted or deemed submitted by a Broker-Dealer being herein referred
to individually as a "Submitted Hold Order," a "Submitted Bid" or a
"Submitted Sell Order," as the case may be, or as a "Submitted Order,"
and collectively as "Submitted Hold Orders," "Submitted Bids" or
"Submitted Sell Orders," as the case may be, or as "Submitted Orders")
and shall determine:
(A) the excess of the total Principal Amount of Outstanding
Series 200_-_ Notes over the sum of the aggregate Principal
Amount of Outstanding Series 200_-_ Notes subject to Submitted
Hold Orders (such excess being herein referred to as the
"Available Series 200_-_ Notes"), and
(B) from the Submitted Orders whether:
(1) the aggregate Principal Amount of Outstanding
Series 200_-_ 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:
(2) the aggregate Principal Amount of Outstanding
Series 200_-_ Notes subject to Submitted Bids by Existing
Holders specifying one or more rates higher than the Maximum
Interest Rate, and
(3) the aggregate Principal Amount of Outstanding
Series 200_-_ 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 200_-_ Notes in subclauses
(2) and (3) above is zero because all of the Outstanding Series 200_-_
Notes are subject to Submitted Hold Orders, such Submitted Bids
described in subclause (1) above shall be referred to collectively as
"Sufficient Bids"); and
(C) if Sufficient Bids exist, the Winning Bid Rate, which
shall be the lowest rate specified in such Submitted Bids such
that if:
(1) (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 200_-_ Notes subject to such
Submitted Bids); and
(2) (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
(1) above would continue to own an aggregate Principal Amount of
Outstanding Series 200_-_ Notes which, when added to the aggregate
Principal Amount of Outstanding Series 200_-_ Notes to be purchased by
such Potential Holders described in subclause (2) above, would equal
not less than the Available Series 200_-_ Notes.
(ii) Promptly after the Auction Agent has made the determinations
pursuant to Section 4(c)(i) hereof, the Auction Agent shall advise the
Trustee, the Broker-Dealers and the 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:
(A) if Sufficient Bids exist, that the Auction Rate for the
next succeeding Interest Period shall be equal to the Winning Bid
Rate so determined;
(B) if Sufficient Bids do not exist (other than because all
of the Outstanding Series 200_-_ 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
(C) if all Outstanding Series 200_-_ 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.
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 200_-_ 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 (ii) of Section 4(d)
hereof.
(d) ACCEPTANCE AND REJECTION OF SUBMITTED BIDS AND SUBMITTED SELL
ORDERS. Existing Holders shall continue to own the Principal Amount of
Series 200_-_ Notes that are subject to Submitted Hold Orders, and,
based on the determinations made pursuant to Section 4(c)(i) hereof,
Submitted Bids and Submitted Sell Orders shall be accepted or
rejected, and the Auction Agent shall take such other action as
described below:
(i) if Sufficient Bids have been made, all Submitted Sell
Orders shall be accepted and, subject to the provisions of
paragraphs (iv) and (v) of this Section 4(d), Submitted Bids
shall be accepted or rejected as follows in the following order
of priority, and all other Submitted Bids shall be rejected:
(A) Existing Holders' Submitted Bids specifying any
rate that is higher than the Winning Bid Rate shall be
accepted, thus requiring each such Existing Holder to sell
the aggregate Principal Amount of Series 200_-_ Notes
subject to such Submitted Bids;
(B) 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
200_-_ Notes subject to such Submitted Bids;
(C) 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 200_-_ Notes
subject to such Submitted Bid;
(D) 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 200_-_ Notes
subject to such Submitted Bid, unless the aggregate
Principal Amount of Outstanding Series 200_-_ Notes subject
to all such Submitted Bids shall be greater than the
Principal Amount of Series 200_-_ Notes (the "Remaining
Principal Amount") equal to the excess of the Available
Series 200_-_ Notes over the aggregate Principal Amount of
Series 200_-_ Notes subject to Submitted Bids described in
clauses (B) and (C) of this Section 4(d)(i), in which event
such Submitted Bid of such Existing Holder shall be rejected
in part, and such Existing Holder shall be entitled to
continue to own the Principal Amount of Series 200_-_ Notes
subject to such Submitted Bid, but only in an amount equal
to the aggregate Principal Amount of Series 200_-_ Notes
obtained by multiplying the Remaining Principal Amount by a
fraction, the numerator of which shall be the Principal
Amount of Outstanding Series 200_-_ 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 200_-_ Notes subject to such
Submitted Bids made by all such Existing Holders that
specified a rate equal to the Winning Bid Rate; and
(E) 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 200_-_ Notes obtained by multiplying the
excess of the aggregate Principal Amount of Available Series
200_-_ Notes over the aggregate Principal Amount of Series
200_-_ Notes subject to Submitted Bids described in clauses
(B), (C) and (D) of this Section 4(d)(i) by a fraction, the
numerator of which shall be the aggregate Principal Amount
of Outstanding Series 200_-_ Notes subject to such Submitted
Bid and the denominator of which shall be the sum of the
Principal Amount of Outstanding Series 200_-_ Notes subject
to Submitted Bids made by all such Potential Holders that
specified a rate equal to the Winning Bid Rate.
(ii) If Sufficient Bids have not been made (other than because
all of the Outstanding Series 200_-_ Notes are subject to Submitted
Hold Orders), subject to the provisions of Section 4(d)(iv) hereof,
Submitted Orders shall be accepted or rejected as follows in the
following order of priority and all other Submitted Bids shall be
rejected:
(A) Existing Holders' Submitted Bids specifying any rate
that is equal to or lower than the Maximum Rate shall be
rejected, thus entitling such Existing Holders to continue to own
the aggregate Principal Amount of Series 200_-_ Notes subject to
such Submitted Bids;
(B) 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 200_-_ Notes subject to such
Submitted Bids; and
(C) 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 200_-_ 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 200_-_ Notes obtained by multiplying the aggregate
Principal Amount of Series 200_-_ Notes subject to Submitted Bids
described in clause (B) of this Section 4(d)(ii) by a fraction,
the numerator of which shall be the aggregate Principal Amount of
Outstanding Series 200_-_ 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 200_-_ Notes subject to all such Submitted
Bids and Submitted Sell Orders.
(iii) If all Outstanding Series 200_-_ Notes are subject to
Submitted Hold Orders, all Submitted Bids shall be rejected.
(iv) If, as a result of the procedures described in paragraph (i)
or (ii) of this Section 4(d), any Existing Holder would be entitled or
required to sell, or any Potential Holder would be entitled or
required to purchase, a Principal Amount of Series 200_-_ 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 200_-_ Notes to be purchased or
sold by any Existing Holder or Potential Holder so that the Principal
Amount of Series 200_-_ Notes purchased or sold by each Existing
Holder or Potential Holder shall be equal to an Authorized
Denomination.
(v) If, as a result of the procedures described in paragraph (i)
of this Section 4(d), any Potential Holder would be entitled or
required to purchase less than an Authorized Denomination of Series
200_-_ Notes, the Auction Agent shall, in such manner as in its sole
discretion it shall determine, allocate Series 200_-_ Notes for
purchase among Potential Holders so that only Series 200_-_ 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 200_-_ Notes.
(e) Based on the result of each Auction, the Auction Agent shall
determine the aggregate Principal Amount of Series 200_-_ Notes to be
purchased and the aggregate Principal Amount of Series 200_-_ 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
200_-_ Notes to be sold differs from such aggregate Principal Amount of
Series 200_-_ 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 200_-_ Notes.
(f) 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.
(g) Notwithstanding anything in this _____ 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 200_-_ Notes are no
longer in Book-Entry-Form.
(h) 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.
SECTION 5. DETERMINATION OF PAYMENT DEFAULTS AND PAYMENT OF AUCTION AGENT
AND BROKER-DEALER FEES.
(a) The Trustee shall determine, not later than 2:00 p.m., New York
City time, on the Business Day next 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.
(b) 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.
SECTION 6. 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 200_-_ 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 200_-_ Notes pursuant to
Section 17 hereof. If a Payment Default shall have occurred, the Trustee shall
calculate the Non-Payment Rate on the Interest Rate Determination Date for (a)
each Interest Period commencing after the occurrence and during the continuance
of such Payment Default and (b) 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 200_-_
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.
The Trustee shall calculate the Adjusted CP Rate pursuant to the Auction
Rate Reset Agreement.
SECTION 7. NOTIFICATION OF RATES, AMOUNTS AND PAYMENT DATES.
(a) By 10:00 a.m., New York City time, on each Regular Record Date
with respect to the Series 200_-_ Notes, the Trustee shall determine the
aggregate amounts of interest distributable on the next succeeding Interest
Payment Date to the beneficial owners of each series thereof.
(b) As soon as practicable prior to each Interest Payment Date with
respect to the Series 200_-_ Notes, the Trustee shall:
(i) confirm with the Auction Agent, so long as no Payment Default
has occurred and is continuing and the ownership of the Series 200_-_
Notes is maintained in Book-Entry Form by the Securities Depository,
(A) the date of such next Interest Payment Date and (B) the amount
payable to the Auction Agent on such Interest Payment Date pursuant to
Section 5(b) hereof;
(ii) advise the Securities Depository, so long as the ownership
of the Series 200_-_ 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 of each series thereof; and
(iii) pursuant to Section 3 hereof, advise the Holders of each
series of Series 200_-_ Notes of any Carry-Over Amount accruing on
such series.
SECTION 8. AUCTION AGENT.
(a) ____________________________ 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
____________________________, as the Initial Auction Agent. Any Substitute
Auction Agent shall be (i) a bank, national banking association or trust
company duly organized under the laws of the United States of America or
any state or territory thereof having its principal place of business in
the Borough of Manhattan, New York, or such other location as approved by
the Trustee in writing and having a combined capital stock or surplus of at
least $50,000,000, or (ii) a member of the National Association of
Securities Dealers, Inc., having a capitalization of at least $50,000,000,
and, in either case, authorized by law to perform all the duties imposed
upon it hereunder and under the Auction Agent Agreement. The Auction Agent
may at any time resign and be discharged of the duties and obligations
created by this _____ Supplement 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 200_-_ Senior Notes then Outstanding (or, if there
shall be no Series 200_-_ Senior Notes Outstanding, the Holders of 66-2/3%
of the aggregate Principal Amount of the Series 200_-_ Subordinate Notes),
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.
(b) If the Auction Agent shall resign or be removed or be dissolved,
or if the property or affairs of the Auction Agent shall be taken under the
control of any state or federal court or administrative body because of
bankruptcy or insolvency, or for any other reason, the Trustee at the
direction of an Authorized Officer of the Issuer, shall use its best
efforts to appoint a Substitute Auction Agent.
(c) 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.
(d) In the event of a change in the Auction Agent Fee Rate pursuant to
Section 6.4(b) of the Auction Agent Agreement, the Auction Agent shall give
notice thereof to the Trustee in accordance with the Auction Agent
Agreement.
SECTION 9. BROKER-DEALERS.
(a) The Auction Agent will enter into Broker-Dealer Agreements with
____________________, 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.
(b) 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 each series
of Series 200_-_ Notes.
SECTION 10. CHANGES IN AUCTION PERIOD OR PERIODS. While any of the Series
200_-_ 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 any series of the Series 200_-_
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 _____ Supplement at least ten days
prior to the Auction Date for such Auction Period.
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 _____ 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
Sections 4 through 9 hereof and the Auction Period shall be the Auction Period
determined without reference to the proposed change. If the condition referred
to in (a) is met but the condition referred 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.
In connection with any Auction Period Adjustment, the Auction Agent shall
provide such further notice to such parties as is specified in Section 2.5 of
the Auction Agent Agreement.
SECTION 11. CHANGES IN THE AUCTION DATE. The applicable Market Agent, with
the written consent of an Authorized Officer of the Issuer specify an earlier
Auction Date (but in no event more than five Business Days earlier) than the
Auction Date that would otherwise be determined in accordance with the
definition of "Auction Date" in Section 1 of this _____ Supplement with respect
to one or more specified Auction Periods for one or more series of Series 200_-_
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 200_-_ Notes of such series. 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 _____
Supplement.
In connection with any change described in this Section 11, the Auction
Agent shall provide such further notice to such parties as is specified in
Section 2.5 of the Auction Agent Agreement.
SECTION 12. ADDITIONAL PROVISIONS REGARDING THE APPLICABLE INTEREST RATE.
The determination of each Applicable Interest Rate by the Auction Agent or any
other Person pursuant to the provisions of the applicable Section of this _____
Supplement shall be conclusive and binding on the Holders of the series of
Series 200_-_ Notes to which such Applicable Interest Rate applies, 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 a
series of Series 200_-_ Notes (including interest calculated as provided herein,
plus any other amounts that constitute interest on the Series 200_-_ Notes of
such series under applicable law, which are contracted for, charged, reserved,
taken or received pursuant to the Series 200_-_ 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 200_-_ 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 200_-_ Notes of a series
or related documents or otherwise contracted for, charged, reserved, taken or
received in connection with the Series 200_-_ Notes of such series, or if the
redemption or acceleration of the maturity of the Series 200_-_ Notes of such
series results in payment to or receipt by the Holder or any former Holder of
the Series 200_-_ Notes of such series of any interest in excess of that
permitted by applicable law, then, notwithstanding any provision of the Series
200_-_ Notes of such series or related documents to the contrary, all excess
amounts theretofore paid or received with respect to the Series 200_-_ Notes of
such series shall be credited on the Principal Amount of the Series 200_-_ Notes
of such series (or, if the Series 200_-_ 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 200_-_ 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 200_-_ Notes of such series and under the related documents.
SECTION 13. 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 this _____ Supplement. Any Market Agent may resign
and be discharged of the duties and obligations created by this _____ Supplement
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 any series
of Series 200_-_ 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 13, shall be deemed to be the Market Agent for such series for
all purposes of this _____ Supplement until the appointment by the Issuer of the
successor Market Agent. Nothing in this Section 13 shall be construed as
conferring on the Trustee additional duties other than as set forth herein.
SECTION 14. PURPOSES OF ISSUANCE OF SERIES 200_-_ NOTES. The Series 200_-_
Notes are being issued (a) to provide funds to be used to acquire Student Loans,
(b) to pay interest on the Notes and Servicing Fees, Administration Fees and
Note Fees, (c) to fund the Reserve Fund, and (d) to pay the costs of issuing the
Series 200_-_ Notes.
SECTION 15. DEPOSIT OF SERIES 200_-_ NOTE PROCEEDS. From the net proceeds
derived from the sale of the Series 200_-_ Notes on ________, 200_ ($________),
there shall be deposited with the Trustee:
(a) for credit to the Acquisition Fund, an amount equal to
$__________;
(b) for credit to the Administration Fund, an amount equal to
$__________ to pay costs of issuance other than the underwriting discount;
and
(c) for credit to the Reserve Fund, an amount equal to $____________.
SECTION 16. REDEMPTION OF SERIES 200_-_ NOTES. The Series 200_-_ Notes are
subject to redemption as provided in this Section 16.
(a) OPTIONAL REDEMPTION. Subject to compliance with Section 3.02 of
the Indenture and the next paragraph, Outstanding Series 200_-_ Notes of
any series 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
Prepayment Price equal to 100% of the Principal Amount of Series 200_-_
Notes to be so redeemed plus accrued interest thereon to the Prepayment
Date.
(b) MANDATORY REDEMPTION.
(i) The Series 200_-_ Notes of any series are subject to
mandatory redemption on any regularly scheduled Interest Payment Date
following the end of the Acquisition Period applicable to such series
of Notes from revenues deposited from the Collection Fund to the
Retirement Account of the Debt Service Fund pursuant to Section
4.05(m) of the Indenture. The Series 200_-_ Notes of each series
selected for redemption as provided in subsection (c) of this Section
16 shall be redeemed on the first regularly scheduled Interest Payment
Date for that series for which the Trustee can give the required
notice. The Prepayment Price will be 100% of the Principal Amount of
such Notes to be redeemed, plus accrued interest thereon to the
Prepayment Date.
(ii) Notes of any series shall be redeemed on the next regularly
scheduled Interest Payment Date for which redemption notice can be
given following the end of each Acquisition Period for the Series
200_-_ Notes in an amount equal to the unexpended portion of the
Series 200_-_ Notes with respect to each such Acquisition Period at
the end of the Acquisition Period. For purposes of determining the
amount of Notes to be redeemed pursuant to this Section 16(b)(ii), the
Issuer shall assume that moneys in the Acquisition Fund from the
proceeds of the Series 200_-_ Notes were used to acquire Eligible
Loans on a "first-in, first-out" basis. Notes to be redeemed pursuant
to this Section 16(b)(ii) shall, notwithstanding any provisions of
this _____ Supplemental Indenture, be selected first from Series
200_-_ Subordinate Notes (to the extent permitted by Section 3.02 of
the Indenture), then from Series 2002-2 Subordinate Notes (to the
extent permitted by Section 3.02 of the Indenture) then from Series
2002 Senior Notes, then from Series 200_-_ Subordinate Notes (to the
extent permitted by Section 3.02 of the Indenture), then from the
Series 2002-2 Subordinate Notes (to the extent permitted by Section
3.02 of the Indenture) and then from Series 200_-_ Senior Notes as
provided in Section 16(c) hereof; provided however, that upon
satisfaction of the Rating Agency Condition such selection order may
be changed. Notwithstanding any other provision of the Indenture to
the contrary, any moneys remaining in the Acquisition Fund at the end
of the Acquisition Period shall be used for such redemption.
(iii) The Principal Amount of Series 200_-_ Notes to be redeemed
pursuant to this subsection (b) shall be equal to the largest
Authorized Denomination.
(c) SELECTION OF SERIES 200_-_ NOTES FOR REDEMPTION. If less than all
Outstanding Series 200_-_ Notes are to be redeemed pursuant to subsections
(a) or (b) of this Section 16, such Principal Amounts of each series of
Series 200_-_ Notes as the Issuer may designate (subject to the limitations
contained in this Section 16) shall be selected for redemption, to the
extent that the provisions of Section 3.02 of the Indenture will not be
violated thereby. In the absence of valid direction by the Issuer and
subject to the foregoing, the Series 200_-_ Notes to be redeemed will be
selected as follows: first from the Series 200_-_ Subordinate Notes to the
extent permitted by Section 3.02 of the Indenture in ascending numerical
order of the series designation, and thereafter from the Series 200_-_
Senior Notes in ascending numerical order of the series designation.
If less than all of the Outstanding Series 200_-_ Notes of a given
series are to be redeemed pursuant to this Section 16, the particular
Series 200_-_ 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 200_-_ Notes in an Authorized Denomination.
The Trustee shall promptly notify the Note Registrar and any Paying
Agent for the Series 200_-_ Notes (in each case, if other than the Trustee)
in writing of the Series 200_-_ Notes selected for redemption and, in the
case of any Series 200_-_ 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 200_-_ Notes
shall relate, in the case of any Series 200_-_ Note redeemed or to be
redeemed only in part, to the portion of the principal of such Series
200_-_ Note which has been or is to be redeemed.
(d) NOTICE OF REDEMPTION. Notice of redemption of Series 200_-_ Notes
pursuant to this Section 16 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 Indenture.
SECTION 17. BOOK-ENTRY SERIES 200_-_ NOTES.
(a) Subject to subsection (c) below, the registered Holder of all
Series 200_-_ Notes shall be the Securities Depository, and the Series
200_-_ Notes shall be registered in the name of the nominee for the
Securities Depository.
(b) The Series 200_-_ Notes shall be initially issued in the form of
one or more separate, authenticated fully-registered Series 200_-_ Notes
for each series thereof in the aggregate Principal Amount of such series.
Upon initial issuance, the ownership of each such Series 200_-_ 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 200_-_ Notes registered in its name for the
purposes of (i) payment of the principal or Prepayment Price of and
interest on the Series 200_-_ Notes, (ii) selecting the Series 200_-_ 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 200_-_ 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 200_-_ Notes or any other
Person claiming a beneficial ownership interest in the Series 200_-_ 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 200_-_ 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
200_-_ 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 200_-_ 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 200_-_ 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 200_-_ 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 200_-_ Notes will be
transferable to such new nominee in accordance with subsection (f) below.
(c) In the event the Issuer determines that it is in the best interest
of the Issuer not to continue the Book-Entry System of transfer or that the
interest of the Holders might be adversely affected if the Book-Entry
System of transfer is continued, the Issuer may so notify the Securities
Depository and the Trustee, whereupon the Securities Depository will notify
the Participants of the availability through the Securities Depository of
definitive Series 200_-_ Notes. In such event, the Trustee shall
authenticate, transfer and exchange definitive Series 200_-_ Notes as
requested by the Securities Depository in appropriate amounts in accordance
with subsection (f) below. The Securities Depository may determine to
discontinue providing its services with respect to the Series 200_-_ 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 200_-_ Notes as described in this Indenture and in
accordance with subsection (f) below. In the event definitive Series 200_-_
Notes are issued, the provisions of the Indenture and this Supplemental
Indenture shall apply to such definitive Series 200_-_ Notes in all
respects, including, among other things, the transfer and exchange of such
Series 200_-_ Notes and the method of payment of principal or Prepayment
Price of and interest on such Series 200_-_ 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 200_-_ Notes to any Participant having Series 200_-_
Notes credited to its account with the Securities Depository or (ii) to
arrange for another securities depository to maintain custody of definitive
Series 200_-_ Notes.
(d) Notwithstanding any other provision of the Indenture to the
contrary, so long as any Series 200_-_ 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 200_-_ Note
and all notices with respect to such Series 200_-_ 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 200_-_ Notes
is permitted under subsection (b) or (c) of this Section 17, such transfer
or exchange shall be accomplished upon receipt by the Trustee from the
registered Holder thereof of the Series 200_-_ 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 200_-_ Notes are issued to
Holders other than the nominee of the Securities Depository, or another
securities depository as Holder of all the Series 200_-_ Notes, the
provisions of the Indenture shall also apply to, among other things, the
printing of such definitive Series 200_-_ Notes and the methods of payment
of principal or Prepayment Price of and interest on such Series 200_-_
Notes.
SECTION 18. LIMITATION ON FEES.
(a) For so long as any Series 200_-_ Notes shall be Outstanding, the
Issuer covenants and agrees that the Note Fees with respect to the Series
200_-_ 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, the Eligible Lender
Trustee and the Market Agent 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 200_-_ Notes, unless a Rating Agency Condition
is satisfied with respect to any such excess amount.
SECTION 19. 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 ___% and the Subordinate Asset Percentage is at least equal to ___%
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 ___% and the Subordinate Asset Percentage is at least equal
to ___% and (B) the Aggregate Value of assets held under the
Indenture, less the principal amount of all Notes Outstanding will
exceed $__________ 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 ___% of the principal amount of all Senior Notes Outstanding
plus ___% 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 ___%
of the principal amount of all Notes Outstanding plus ___% 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 $___________ 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 by the Issuer exceed ___% of the
Principal Balance of the Eligible Loans acquired by the Issuer (except
that the Premium may be up to ___% of the Principal Balance for
Eligible Loans acquired with the proceeds of the Series 200_-_ Notes)
or such greater percentages as permitted upon satisfaction of a Rating
Agency Condition.
(b) For purposes of making the deposits required by Section 4.07(a) of
the Indenture with respect to the Series 200_-_ Notes, for any Interest
Period for which the actual Applicable Interest Rate with respect to a
series of Series 200_-_ Notes is not known on the Monthly Calculation Date,
such series of Series 200_-_ 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.
SECTION 20. MANDATORY REDEMPTION OF OR DISTRIBUTIONS OF PRINCIPAL WITH
RESPECT TO NOTES.
(a) For purposes of Section 3.03 of the Indenture and subject to the
provisions of Section 3.02 of the Indenture, if less than all Outstanding
Series 200_-_ Notes are to be redeemed, the particular series from which
Notes shall be redeemed will be determined by Issuer as and to the extent
provided herein.
(b) For purposes of Section 3.03 of the 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 200_-_ Notes, or shall be
allocated between such series of Notes and the Series 200_-_ Notes in any
other manner. This Section shall not alter the limitation set forth in
Section 3.02 of the Indenture or herein.
SECTION 21. 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 22. CERTAIN FINDINGS, DETERMINATIONS AND DESIGNATIONS. The Issuer
hereby finds and determines as follows:
(a) This _____ 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 200_-_ 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 Note
previously issued pursuant to the terms of the Indenture, and the Series
200_-_ 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 200_-_
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 23. CONDITIONS PRECEDENT. Each series of Series 200_-_ 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
Indenture.
SECTION 24. [RESERVED]
SECTION 25. NOTICES TO THE ELIGIBLE LENDER TRUSTEE AND THE TRUSTEE. In
accordance with Section 10.04 of the Indenture, all notices, certificates and
communications to the Eligible Lender Trustee and the Trustee shall be addressed
as follows:
To the Eligible
Lender Trustee: ____________________________
[Street Address]
[City, State Zip Code]
Attention: ___________________
With a Copy to:
____________________________
[Street Address]
[City, State Zip Code]
Attention: ___________________
To the Trustee:
___________________________
[Street Address]
[City, State Zip Code]
Attention: __________________
With a Copy to:
____________________________
[Street Address]
[City, State Zip Code]
Attention: ___________________
SECTION 26. GOVERNING LAW. This _____ 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 27. 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 _____ Supplement.
SECTION 28. SEVERABILITY. If any provision of this _____ 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 _____ Supplement contained shall not affect the remaining portions of
this _____ Supplement or part thereof.
SECTION 29. COUNTERPARTS; FACSIMILE. This _____ 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 _____ Supplement by
facsimile shall be equally as effective as delivery of an original executed
counterpart of this _____ Supplement. Any party delivering an executed
counterpart of this _____ Supplement by facsimile shall also deliver an original
executed counterpart of this _____ Supplement but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability and
binding effect of this _____ Supplement.
SECTION 30. EFFECT OF _____ SUPPLEMENT. Upon the execution and delivery of
this _____ Supplement, the Indenture shall be supplemented in accordance
herewith, and this _____ 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 31. RIGHTS, PRIVILEGES AND IMMUNITIES OF TRUSTEE. The rights,
privileges and immunities afforded the Trustee in Article 7 of the Indenture
shall apply to this _____ Supplement as if fully set forth herein.
[Execution Page(s) Follow]
IN WITNESS WHEREOF, the parties hereto have caused this _____ 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 _________________________________
Name _________________________________
Title _________________________________
IN WITNESS WHEREOF, the parties hereto have caused this _____ 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.
___________________________, as Trustee
By _________________________________
Name _________________________________
Title _________________________________
EXHIBIT A
FORM OF SERIES 200_-_A 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.
Auction Rate Student Loan Asset-Backed Note
Senior Series 200_-A___
No. __-____ $____________
STATED MATURITY DATE DATE OF ORIGINAL ISSUE INTEREST RATE CUSIP
_______, 20__ 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 200_-_ 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 200_-_ Notes in the aggregate principal amount
of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount of Series
200_-_ Notes is outstanding, the Holder of all outstanding Series 200_-_ 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 issue of Notes, issued and to be issued
by the Issuer in one or more series pursuant to an Indenture of Trust, dated as
of March 1, 2002 (as supplemented and amended by the First Supplement (as
defined below), the Second Supplement (as defined below), the _____ Supplement
(as defined below) and as may be further supplemented and amended, the
"Indenture"), from the Issuer and Deutsche Bank Trust Company Americas (formerly
known as Bankers Trust Company), as eligible lender trustee, to Deutsche Bank
Trust Company Americas , as Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), as supplemented by a First Supplemental
Indenture of Trust, dated as of March 1, 2002 (the "First Supplement"), between
the Issuer and the Trustee, a Second Supplemental Indenture of Trust, dated as
of June 1, 2002 (the "Second Supplement"), between the Issuer and the Trustee
and a _____ Supplemental Indenture of Trust, dated as of _______ __, 200_ (the
"_____ Supplement"). As provided in the Indenture, the Series 200_-_ Notes are
issuable in series which may vary as in the Indenture provided or permitted.
This Note is one of a series of Senior Notes issued under the Indenture and the
_____ Supplement, (collectively referred to herein as the "Series 200_-_ Senior
Notes"), and a series of Subordinated Notes (the "Series 200_-_ Subordinate
Notes," and, together with the Series 200_-_ Senior Notes, collectively referred
to herein as the "Series 200_-_ Notes").
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 200_-_ Senior Notes are being issued as, and
will constitute, Senior Notes under the Indenture. The Series 200_-_ Subordinate
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.
Interest payable on this Series 200_-_ 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 200_-_ Senior
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 _____ 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.
By purchasing Series 200_-_ Notes, whether in an Auction or otherwise, each
purchaser of the Series 200_-_ 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 _____ Supplement, (b) to have its beneficial ownership of
the Series 200_-_ 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 200_-_ Notes is
maintained in Book-Entry Form by the Securities Depository, an Existing Holder
may sell, transfer or otherwise dispose of Series 200_-_ Notes only pursuant to
a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose
of Series 200_-_ 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 _____ Supplement
shall be conclusive and binding on the Holders of the Series 200_-_ 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.
Subject to compliance with the provisions of the Indenture relating to
certain asset requirements, Outstanding Series 200_-_ Notes of any series shall
be redeemed, in part, on the first regularly scheduled Interest Payment Date for
such series for which notice can be given in accordance with the requirements of
the _____ Supplement, at a redemption price equal to 100% of the principal
amount of Series 200_-_ Notes of such series so redeemed, from revenues
deposited from the Collection Fund to the Retirement Account in excess of
amounts necessary to pay or provide for the payment of certain program operating
expenses, interest on the Notes and certain other obligations payable from the
Debt Service Fund.
Subject to compliance with the provisions of the Indenture relating to
certain asset requirements and certain other requirements, Outstanding Series
200_-_ Notes may, at the option of the Issuer, be redeemed on any regularly
scheduled Interest Payment Date, in whole or in part, at a redemption price
equal to 100% of the principal amount thereof to be redeemed.
Subject to compliance with the provisions of the Indenture relating to
certain asset requirements, Outstanding Series 200_-_ Notes of any series shall
be redeemed, in part, on the first regularly scheduled Interest Payment Date for
such series for which notice can be given following the end of each Acquisition
Period in accordance with the requirements of the _____ Supplement, at a
redemption price equal to 100% of the principal amount of Series 200_-_ Notes of
such series so redeemed, in an amount equal to the unexpended portion of Series
200_-_ Notes with respect to each such Acquisition Period. Notes to be redeemed
shall be selected first from Series 200_-_ Subordinate Notes (to the extent
permitted by the Indenture), then from Series 2002 Notes, then from Series
2002-2 Notes, then from Series 200_-_ Subordinate Notes (to the extent permitted
by the Indenture after giving effect to redemption of Series 2002 Notes and the
Series 2002-2 Notes) and then from Series 200_-_ Senior Notes.
If not all Series 200_-_ Notes are to be redeemed, the particular Series
200_-_ Notes to be redeemed are to be selected as provided in the Indenture and
the _____ Supplement, subject to the foregoing requirements.
Notice of redemption shall be given by first-class mail mailed not less
than 10 days before the redemption date to each Holder of Series 200_-_ Notes to
be redeemed at his last address appearing on the Note Register; but no defect in
or failure to give such notice of redemption shall affect the validity of
proceedings for redemption of any Note not affected by such defect or failure.
All Series 200_-_ Notes so called for redemption will cease to bear interest on
such Redemption Date, provided funds for their redemption have been duly
deposited, and, except for the purpose of payment, shall no longer be protected
by the Indenture and shall not be deemed Outstanding thereunder.
It is provided in the _____ Supplement that Series 200_-_ 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 200_-_ 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 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 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.
___________________________, 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 200_-_ SUBORDINATE NOTE
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.
Auction Rate Student Loan Asset-Backed Note
Subordinate Series 200_-_B-__
No. _-____ $____________
STATED MATURITY DATE DATE OF ORIGINAL ISSUE INTEREST RATE CUSIP
___________, 20__ 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 200_-_ 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 200_-_ Notes in the aggregate principal amount
of $1,000,000 or more (or, if less than $1,000,000 in Principal Amount of Series
200_-_ Notes is outstanding, the Holder of all outstanding Series 200_-_ 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 issue of Notes, issued and to be issued
by the Issuer in one or more series pursuant to an Indenture of Trust, dated as
of March 1, 2002 (as supplemented and amended by the First Supplement (as
defined below), the Second Supplement (as defined below), the _____ Supplement
(as defined below), and as may be further supplemented and amended, the
"Indenture"), from the Issuer and Deutsche Bank Trust Company Americas (formerly
known as Bankers Trust Company), as eligible lender trustee, to Deutsche Bank
Trust Company Americas, as Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), as supplemented by a First Supplemental
Indenture of Trust, dated as of March 1, 2002 (the "First Supplement"), between
the Issuer and the Trustee, a Second Supplemental Indenture of Trust, dated as
of June 1, 2002 (the "Second Supplement"), between the Issuer and the Trustee
and a _____ Supplemental Indenture of Trust, dated as of _______ __, 200_ (the
"_____ Supplement"). As provided in the Indenture, the Series 200_-_ Notes are
issuable in series which may vary as in the Indenture provided or permitted.
This Note is one of a series of Subordinate Notes issued under the Indenture and
the _____ Supplement (the "Series 200_-_ Subordinate Notes"). The Series 200_-_
Subordinate Notes are issued simultaneously with multiple series of Senior Notes
(the "Series 200_-_ Senior Notes" and, together with the Series 200_-_
Subordinate Notes, collectively referred to herein as the "Series 200_-_
Notes").
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 200_-_ Senior Notes are being issued as, and
will constitute, Senior Notes under the Indenture. The Series 200_-_ Subordinate
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 200_-_ Subordinate 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 (including, without limitation, the Series 200_-_ Notes) 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 200_-_ 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 (on the
basis of a 365 or 366-day year, as applicable), 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 200_-_ 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 _____ 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 200_-_ Notes, whether in an Auction or otherwise, each
purchaser of the Series 200_-_ 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 _____ Supplement, (b) to have its beneficial ownership of
the Series 200_-_ 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 200_-_ Notes is
maintained in Book-Entry Form by the Securities Depository, an Existing Holder
may sell, transfer or otherwise dispose of Series 200_-_ Notes only pursuant to
a Bid or Sell Order placed in an Auction or otherwise sell, transfer or dispose
of Series 200_-_ 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 _____ Supplement
shall be conclusive and binding on the Holders of the Series 200_-_ 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.
Subject to compliance with the provisions of the Indenture relating to
certain asset requirements, Outstanding Series 200_-_ Notes of any series shall
be redeemed, in part, on the first regularly scheduled Interest Payment Date for
such series for which notice can be given in accordance with the requirements of
the _____ Supplement, at a redemption price equal to 100% of the principal
amount of Series 200_-_ Notes of such series so redeemed, from revenues
deposited from the Collection Fund to the Retirement Account in excess of
amounts necessary to pay or provide for the payment of certain program operating
expenses, interest on the Notes and certain other obligations payable from the
Debt Service Fund.
Subject to compliance with the provisions of the Indenture relating to
certain asset requirements and certain other requirements, Outstanding Series
200_-_ Notes may, at the option of the Issuer, be redeemed on any regularly
scheduled Interest Payment Date, in whole or in part, at a redemption price
equal to 100% of the principal amount thereof to be redeemed.
If not all Series 200_-_ Notes are to be redeemed, the particular Series
200_-_ Notes to be redeemed are to be selected as provided in the Indenture and
the _____ Supplement.
Notice of redemption shall be given by first-class mail mailed not less
than 10 days before the redemption date to each Holder of Series 200_-_ Notes to
be redeemed at his last address appearing on the Note Register; but no defect in
or failure to give such notice of redemption shall affect the validity of
proceedings for redemption of any Note not affected by such defect or failure.
All Series 200_-_ Notes so called for redemption will cease to bear interest on
such Redemption Date, provided funds for their redemption have been duly
deposited, and, except for the purpose of payment, shall no longer be protected
by the Indenture and shall not be deemed Outstanding thereunder.
It is provided in the _____ Supplement that Series 200_-_ 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 200_-_ 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 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.
IN WITNESS WHEREOF, the Issuer has caused this 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.
___________________________, 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:
___________________________________
Signature Guaranteed:
EXHIBIT C
NOTICE OF A PAYMENT DEFAULT
COLLEGE LOAN CORPORATION TRUST I
AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
[SENIOR SERIES 200_-_A-______]
[SUBORDINATE SERIES 200_-_B-__]
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 each series of the Series 200_-_ Notes 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 _____ Supplemental
Indenture of Trust relating to the above-referenced Notes.
Dated: ___________
___________________________, 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
[SENIOR SERIES 200_-_A-______]
[SUBORDINATE SERIES 200_-_B-__]
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 _____ Supplemental
Indenture of Trust relating to the above-referenced Notes.
Dated: __________
___________________________, 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
[SENIOR SERIES 200_-_A-______]
[SUBORDINATE SERIES 200_-_B-__]
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 _____ Supplemental Indenture of Trust relating
to such Notes (the "_____ Supplement"), as follows:
1. The change shall take effect on the Interest Payment Date for the
current Auction Period and the date of commencement of the next Auction Period
(the "Effective Date").
2. The Auction Period Adjustment in Paragraph 1 shall take place only if
(a) the Trustee and the Auction Agent receive, by 11:00 a.m., New York City
time, on the Business Day before the Auction Date for the Auction Period
commencing on the Effective Date, the consent of the Market Agent (which consent
has been obtained), as required by the _____ 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 200_-_
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 (a) above is not met, the Auction Rate
for the Auction Period commencing on the Effective Date will be determined
pursuant to the Auction Procedures and the Auction Period shall be the Auction
Period determined without reference to the proposed change. If the condition
referred to in (a) is met but the condition referred to in (b) above is not met,
the Auction Rate for the Auction Period commencing on the Effective Date shall
be the Maximum Auction Rate and the Auction Period shall be the Auction Period
determined without reference to the proposed change.
Terms used herein have the meanings set forth in the _____ 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
[SENIOR SERIES 200_-_A-______]
[SUBORDINATE SERIES 200_-_B-____]
Notice is hereby given that College Loan Corporation Trust I establishes
new lengths for one or more Auction Periods with respect to the Notes identified
above pursuant to the _____ Supplemental Indenture of Trust relating to such
Notes (the "_____ 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 11 of the _____ 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 10 of the _____ Supplement and our prior notice dated
___________________ regarding the proposed change.
Terms used herein have the meanings set forth in the _____ 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
[SENIOR SERIES 200_-_A-______]
[SUBORDINATE SERIES 200_-_B-____
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 subject to further change
hereafter as provided in the _____ Supplemental Indenture of Trust relating to
such Notes (the "_____ Supplement").
Terms used herein have the meanings set forth in the _____ Supplement.
Dated: _________________________
____________________________________,
as Market Agent
By _________________________________
Name _________________________________
Title _________________________________
EXHIBIT H
RATING AGENCY CONDITION
EXHIBIT I
TAXES
For the annual period ending and including ______ __, 200_ $__________
For the annual periods ending and including ______ __, 20__ through _____ __, 20__ __________
For the annual period ending and including _____ _, 20__ __________
Thereafter __________