AUCTION AGENT AGREEMENT
MANUFACTURERS AND TRADERS TRUST COMPANY,
PHEAA STUDENT LOAN TRUST I
THE BANK OF NEW YORK,
as Auction Agent
Dated as of July 1, 2004
PHEAA STUDENT LOAN TRUST
AUCTION RATE STUDENT LOAN ASSET-BACKED NOTES
SERIES 2004-1A-2 CLASS SENIOR AUCTION RATE NOTES
SERIES 2004-1A-3 CLASS SENIOR AUCTION RATE NOTES
SERIES 2004-1 CLASS B-1 SUBORDINATE AUCTION RATE NOTES
AUCTION AGENT AGREEMENT
This Auction Agent Agreement (the “Agreement”), dated as of July 1, 2004, among PHEAA Student Loan Trust I, a Delaware statutory trust (the “Issuer”), Manufacturers and Traders Trust Company, a New York corporation (the “Trustee”) solely in its capacity as Trustee under an Indenture of Trust, dated as of December 1, 2003, as amended by that certain First Amendment to Indenture and Second Supplemental Indenture of Trust, dated June 30, 2004, each as between the Issuer and the Trustee (the “Indenture”), and The Bank of New York, a New York banking corporation (together with its successors and assigns, the “Auction Agent”), acting not in its individual capacity, but solely as agent for the Issuer.
The Issuer proposes to issue $200,000,000 aggregate principal amount of its Series 2004-1 Notes, as follows: $90,000,000 aggregate principal amount of Series 2004-1 Class A-2 Senior Notes, $90,000,000 aggregate principal amount of Series 2004-1 Class A-3 Senior Notes, $20,000,000 aggregate principal amount of Series 2004-1 Class B-1 Subordinate Notes, all maturing April 25, 2044, as Auction Rate Certificates, or “ARCs” (collectively, herein, the “Offered Notes”). The Offered Notes will be issued pursuant to the Indenture and a Second Supplemental Indenture, dated as of July 1, 2004, by and between the Issuer and the Trustee (the “Second Supplemental Indenture”). The interest rate on the Offered Notes will be determined pursuant to the Auction Procedures attached as Appendix A to the Indenture (the “Auction Procedures”) (the Indenture, the Second Supplemental Indenture and the Auction Procedures are collectively referred to herein as the “Indenture”).
Pursuant to Section 2.02(e) of the Auction Procedures, the Auction Agent has been appointed to act in the capacities set forth in this Agreement. The Trustee is entering into this Agreement upon the direction of the Issuer and pursuant to the terms of the Indenture.
Now, Therefore, in consideration of the premises and the mutual covenants contained herein, the adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Issuer, the Trustee and the Auction Agent agree as follows:
1. DEFINITIONS AND RULES OF CONSTRUCTION.
1.1 Terms Defined by Reference to Indenture. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings specified in the Indenture, including the Auction Procedures.
1.2 Terms Defined Herein. As used herein and in the Settlement Procedures (as defined below), the following terms shall have the following meanings, unless the context otherwise requires:
(a) “Auction” shall have the meaning specified in Section 2.1 hereof.
(b) “Auction Agent Fee” shall have the meaning specified in Section 3.5(a) hereof.
(c) “Auction Procedures” shall mean the Auction Procedures that are set forth in Appendix A to the Second Supplemental Indenture.
(d) “Authorized Officer” shall mean, with respect to the Auction Agent, each Vice President, Assistant Vice President and Assistant Treasurer of the Auction Agent assigned to its Dealing & Trading Group of its Corporate Trust Department, and every other officer or employee of the Auction Agent designated as an “Authorized Officer” for purposes hereof in a communication to the Trustee.
(e) “Authorized Trustee Representative” shall mean each Senior Vice President, Vice President, and Assistant Vice President of the Trustee and every other officer or employee of the Trustee designated as an “Authorized Trustee Representative” for purposes hereof in a communication to the Auction Agent.
(f) “Broker-Dealer Agreement” shall mean each agreement between the Auction Agent and a Broker-Dealer substantially in the form of the Broker-Dealer Agreement, dated as of July 1, 2004 between The Bank of New York, as Auction Agent, and UBS Financial Services Inc., as Broker-Dealer.
(g) “Broker-Dealer Fee” shall have the meaning specified in Section 3.6(a) hereof.
(h) “Existing Owner Registry” shall have the meaning specified in the Section 2.2(c)(i) hereof.
(i) “Owner” shall be the beneficial owner of any Offered Notes.
(j) “Participant” of any person shall mean the member of, or participant in, the Depository that will act on behalf of an Existing Owner or Potential Owner.
(k) “Settlement Procedures” shall mean the Settlement Procedures attached to the Broker-Dealer Agreement as Exhibit A thereto.
1.3 Rules of Construction. Unless the context or use indicates another or different meaning or intent, the following rules shall apply to the construction of this Agreement:
(a) words importing the singular number shall include the plural number and vice versa;
(b) the captions and headings herein are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or effect;
(c) the words “hereof,” “herein,” “hereto,” and other words of similar import refer to this Agreement as a whole;
(d) all references herein to a particular time of day shall be to New York City time;
(e) in case of any conflict between the provisions of this Agreement and provisions of the Auction Procedures, the Auction Procedures shall control; and