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                                                                     Exhibit 4.2


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                      Third Supplemental Indenture of Trust

                                 by and between

                        Education Funding Capital Trust-I

                                       and

                                Fifth Third Bank,
                              as Indenture Trustee

                                       and

                                Fifth Third Bank,
                        as Trust Eligible Lender Trustee

                         Dated as of December 23, 2002


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                      Third Supplemental Indenture of Trust


     This Third Supplemental Indenture of Trust (this "Supplemental Indenture")
dated as of December 23, 2002 is by and between Education Funding Capital
Trust-I, a Delaware business trust (the "Issuer"), Fifth Third Bank, a banking
corporation organized under the laws of the State of Ohio, as indenture trustee
(the "Indenture Trustee"), and Fifth Third Bank, a banking corporation organized
under the laws of the State of Ohio, as Trust Eligible Lender Trustee (the
"Trust Eligible Lender Trustee"). All capitalized terms used in these preambles,
recitals and granting clauses shall have the same meanings assigned thereto in
the Indenture (defined below).


                              W I T N E S S E T H:

     Whereas, the Issuer has previously entered into an Indenture of Trust dated
as of May 1, 2002 (the "Indenture") among the Issuer, the Indenture Trustee and
the Trust Eligible Lender Trustee;

     Whereas, pursuant to Section 7.01 of the Indenture, the Issuer desires to
enter into this Supplemental Indenture to amend the Indenture as set forth
herein; and


     Whereas, the Indenture Trustee has agreed to accept the trusts herein
created upon the terms herein set forth; and



     WHEREAS, the Issuer and Bayerische Landesbank, acting through its New York
Branch, have entered into that certain ISDA Master Agreement and its associated
Schedule and Confirmation, each dated as of December 23, 2002 (collectively, the
"BLB Swap");


     Now, Therefore, in consideration of the foregoing, the parties hereto agree
that the foregoing recitals are incorporated herein by reference and as follows:


     Section 1. Until the termination of the BLB Swap in accordance with its
terms and the payment of all amounts due thereunder, Appendix A of the Indenture
is hereby amended to add the defined terms set forth below in this Section 1.
After the termination of the BLB Swap and the payment of all amounts due
thereunder, the amendments set forth in this Section 1 shall be void and of no
further force and effect.



          "Subordinated Issuer Termination Payment" shall mean any early
     termination payment required to be made by or on behalf of the Issuer
     pursuant to a Derivative Product, excluding, however, early termination
     payments required to be made by the Issuer in respect of (i) a payment
     default by the Issuer under the Derivative Product (other than failure to
     pay any termination payment), and (ii) the bankruptcy or insolvency of the
     Issuer.


     Section 2. Section 2.03 of the Indenture is hereby amended and restated in
its entirety to read as follows:

          The Issuer hereby authorizes and directs the Indenture Trustee to
     acknowledge and agree to any Derivative Product hereafter entered into by
     the Issuer and a Counterparty under which (a) the Issuer may be required to
     make, from time to time, Issuer Derivative Payments and (b) the Indenture
     Trustee may receive, from time to time, Counterparty Derivative Payments
     for the account of the Issuer. No Derivative Product shall be entered into
     unless the Indenture Trustee shall have received a Rating Confirmation from
     each Rating Agency that such Derivative

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     Product will not adversely affect the Rating on any of the Notes. Anything
     in this Indenture to the contrary notwithstanding, any Revenues
     representing Counterparty Derivative Payments of a Counterparty shall not
     be available to make an Issuer Derivative Payment to another Counterparty
     or to pay any other amounts owed to such Counterparty pursuant to a
     Derivative Product.

          No later than the fourth Business Day immediately preceding each
     Derivative Payment Date the Issuer shall give written notice to the
     Indenture Trustee stating (a) the amount and payer of each Counterparty
     Derivative Payment, if any, due to be received by the Indenture Trustee for
     the account of the Issuer on or before such Derivative Payment Date and (b)
     the amount and payee of each Issuer Derivative Payment, if any, to be paid
     on or before such Derivative Payment Date. If the Indenture Trustee fails
     to receive such written notification from the Issuer by the end of the
     third Business Day immediately preceding such Derivative Payment Date, it
     shall immediately notify the Issuer of such fact in writing.

          On or before each Derivative Payment Date and in accordance with the
     written notification received from the Issuer, the Indenture Trustee shall
     deposit all moneys received representing Counterparty Derivative Payments
     into the Revenue Fund to be applied in accordance with the provisions of
     Section 4.03 hereof. The Indenture Trustee shall notify the Issuer on such
     Business Day, if (a) the amount received from any Counterparty is not equal
     to the amount specified in the written notification of the Issuer, (b) no
     amount is received from such Counterparty or (c) the amount received is not
     received in immediately available funds.

          On or before any Derivative Payment Date with respect to which an
     Issuer Derivative Payment is due in accordance with the written
     notification received from the Issuer or, with respect to a payment in
     respect of an early termination date due from the Issuer pursuant to the
     terms of a Derivative Product, the Indenture Trustee shall make payment to
     the appropriate Counterparty from moneys in the Revenue Fund of the amount
     of the Issuer Derivative Payment specified in such written notification of
     the Issuer due on such date by the deposit or wire transfer of immediately
     available funds to the credit of the account of such Counterparty specified
     in such written notification of the Issuer, but only to the extent such
     payment will not result in a deficiency in the amount due on the next
     succeeding Payment Date to the holders of any class of Obligations having a
     priority equal to or higher than the Derivative Product in respect of which
     such Issuer Derivative Payment is due.

          If any payment to a Counterparty described in the immediately
     preceding paragraph would result in a deficiency in the amounts required to
     make payments to the holders of the Obligations referred to in that
     paragraph on such Payment Date, then the Indenture Trustee shall delay the
     making of such payment to such Counterparty until the first date on which
     no deficiency would result from such payment and the Indenture Trustee has
     been notified in writing to make such payment.

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     Section 3. Until the termination of the BLB Swap in accordance with its
terms and the payment of all amounts due thereunder, Section 4.03(b) of the
Indenture is hereby amended and restated in its entirety to read as set forth in
this Section 3. After the termination of the BLB Swap and the payment of all
amounts due thereunder, the amendments set forth in this Section 3 shall be void
and of no further force and effect.


          (b) On the last Business Day of each month, money remaining in the
     Revenue Fund shall be used and transferred to other funds or Persons in the
     following order of precedence, or as otherwise specified in a Supplemental
     Indenture (any money not so transferred or paid to remain in the Revenue
     Fund until subsequently applied pursuant to this Section 4.03(b)):

               (i) to the Class A Account of the Interest Fund, after giving
          effect to any money already on deposit in the Class A Account of the
          Interest Fund for such purposes, the amount necessary to pay (a) the
          interest payments due in the next succeeding month in respect of each
          Series of Senior Notes for which a Payment Date will occur in that
          month; provided, however, that if the interest rate on such Series of
          Senior Notes is unknown, the amount to be transferred shall be
          calculated using the last known interest rate for such Series, (b) the
          interest to accrue during the next succeeding month in respect of each
          Series of Senior Notes for which a Payment Date will not occur in that
          month, and (c) any Issuer Derivative Payments (excluding any
          Subordinated Issuer Termination Payments) due in the next succeeding
          month in respect of any Derivative Product secured on a parity with
          the Senior Notes;

               (ii) to the Class A Account of the Principal Fund, after giving
          effect to any money already on deposit in the Class A Account of the
          Principal Fund for such purpose, the amount necessary to pay the
          principal of and premium, if any, on each Series of Senior Notes due
          at Stated Maturity in the next succeeding month;

               (iii) to the Class B Account of the Interest Fund, after giving
          effect to any money already on deposit in the Class B Account of the
          Interest Fund for such purposes, the amount necessary to pay (a) the
          interest payments due in the next succeeding month in respect of each
          Series of Subordinate Notes for which a Payment Date will occur in
          that month; provided, however, that if the interest rate on such
          Series of Subordinate Notes is unknown, the amount to be transferred
          shall be calculated using the last known interest rate for such
          Series, (b) the interest to accrue during the next succeeding month in
          respect of each Series of Subordinate Notes for which a Payment Date
          will not occur in that month, and (c) any Issuer Derivative Payments
          (excluding any Subordinated Issuer Termination Payments) due in the
          next succeeding month in respect of any Derivative Product secured on
          a parity with the Subordinate Notes;

               (iv) to the Class B Account of the Principal Fund, after giving
          effect to any money already on deposit in the Class B Account of the
          Principal Fund for such purpose, the amount necessary to pay the
          principal

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          of and premium, if any, on any Subordinate Notes due at Stated
          Maturity in the next succeeding month;

               (v) to the Reserve Fund the amount, if any, required by Section
          4.06(d) hereof;

               (vi) if the Parity Percentage is not at least equal to the
          Required Parity Percentage, to the Class A Account of the Principal
          Fund, after giving effect to any money already on deposit in the Class
          A Account of the Principal Fund for such purposes, the amount
          necessary to pay the principal of and premium, if any, on Senior Notes
          for which an interest Payment Date will occur in the next succeeding
          month, or if no Senior Notes are Outstanding, to the Class B Account
          of the Principal Fund the amount necessary to pay principal of and
          premium, if any, on Subordinate Notes for which an interest Payment
          Date will occur in the next succeeding month; provided, however, that
          during any Revolving Period, at the direction of the Issuer, amounts
          remaining in the Revenue Fund after payment of all amounts required by
          (i) through (v) of this Section 4.03(b) may be used for the
          acquisition or origination of other Student Loans and, provided,
          further, at the direction of the Issuer, such excess amounts may also
          be used to acquire Add-on Consolidation Loans originated within 180
          days of the origination of the related Consolidation Loan;

               (vii) to the Class B Account of the Principal Fund, after giving
          effect to any money already on deposit in the Class B Account of the
          Principal Fund for such purpose, from amounts representing Recoveries
          of Principal, the amount necessary to pay principal of and premium, if
          any, on Subordinate Notes in respect of which an interest Payment Date
          will occur in the next succeeding month to the extent that after such
          payment the Senior Parity Percentage shall not be less than the
          Required Senior Parity Percentage; otherwise to the Class A Account of
          the Principal Fund to pay principal and premium, if any, on Senior
          Notes in respect of which an interest Payment Date will occur in the
          next succeeding month;

               (viii) to the Class A Account of the Interest Fund, after giving
          effect to any money already on deposit in the Class A Account of the
          Interest Fund for such purpose, the amount necessary to pay interest
          accrued on the interest carryover amounts of the Senior Notes and the
          interest carryover amounts of the Senior Notes, and to the Class B
          Account of the Interest Fund, after giving effect to any money already
          on deposit in the Class B Account of the Interest Fund for such
          purpose, the amount necessary to pay interest accrued on the interest
          carryover amounts of the Subordinate Notes and the interest carryover
          amounts of the Subordinate Notes, in that order of priority; provided,
          however, on any Payment Date, any such amount shall be allocated first
          to any Notes being redeemed on such Payment Date;

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               (ix) to the Class A Account of the Interest Fund, after giving
          effect to any money already on deposit in the Class A Account of the
          Interest Fund for such purposes, the amount necessary to pay any
          Subordinated Issuer Termination Payments due in the next succeeding
          month in respect of any Derivative Product secured on a parity with
          the Senior Notes;

               (x) to the Class B Account of the Interest Fund, after giving
          effect to any money already on deposit in the Class B Account of the
          Interest Fund for such purposes, the amount necessary to pay any
          Subordinated Issuer Termination Payments due in the next succeeding
          month in respect of any Derivative Product secured on a parity with
          the Subordinate Notes; and

               (xi) to the Co-Owner Trustee for deposit into the Certificate
          Distribution Account (as defined in the Trust Agreement) if after
          giving effect to the transfer to the Co-Owner Trustee the Parity
          Percentage is at least equal to the Required Parity Percentage and the
          Senior Parity Percentage is at least equal to the Required Senior
          Parity Percentage; if these parity requirements are not met, then any
          remainder shall be retained in the Revenue Fund; provided, however,
          that during any period commencing after June 1, 2022, moneys will be
          transferred to the Co-Owner Trustee pursuant to this subsection (xi)
          only upon receipt of a Rating Confirmation with respect to transfers
          during that period, otherwise moneys remaining in the Revenue Fund
          after payment of all amounts required by (i) through (x) of this
          Section 4.03(b) shall be transferred to the Principal Fund.

          All payments of principal on the Notes shall be made by redemption of
     the Notes unless otherwise directed in a Supplemental Indenture.


     Section 4. Until the termination of the BLB Swap in accordance with its
terms and the payment of all amounts due there under, Sections 4.04(a) and (b)
of the Indenture are hereby amended and restated in their entirety to read as
set forth below in this Section 4. After the termination of the BLB Swap and the
payment of all amounts due thereunder, the amendments set forth in this Section
4 shall be void and of no further force and effect.


          (a) On the last Business Day of each month, the Indenture Trustee
     shall transfer to the Class A Account of the Interest Fund from the Revenue
     Fund amounts necessary to make the transfers required by Section 4.03(b)(i)
     hereof. During the next succeeding month, the Indenture Trustee shall use
     moneys transferred to the Class A Account of the Interest Fund pursuant to
     Section 4.03(b)(i) hereof for the payment, on a parity basis, of interest
     due on Senior Notes for which an interest Payment Date will occur during
     that month and any Issuer Derivative Payments (excluding Subordinated
     Issuer Termination Payments) due during that month on any Derivative
     Product secured on a parity with such Senior Notes. Also during that month,
     the Indenture Trustee shall use moneys transferred to the Class A Account
     of the Interest Fund (i) pursuant to Section 4.03(b)(viii) to pay interest
     accrued on the interest carryover amounts of Senior Notes for which an
     interest Payment Date will occur during that month and

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     the interest carryover amounts of such Senior Notes and (ii) pursuant to
     Section 4.03(b)(ix) to pay Subordinated Issuer Termination Payments due
     during that month in respect of Derivative Products secured on a parity
     with the Senior Notes.

          (b) On the last Business Day of each month, the Indenture Trustee
     shall transfer to the Class B Account of the Interest Fund from the Revenue
     Fund amounts necessary to make the transfers required by Section
     4.03(b)(iii) hereof. During the next succeeding month, the Indenture
     Trustee shall use moneys transferred to the Class B Account of the Interest
     Fund pursuant to Section 4.03(b)(iii) hereof for the payment, on a parity
     basis, of interest due on Subordinate Notes for which an interest Payment
     Date will occur during that month and any Issuer Derivative Payments
     (excluding Subordinated Issuer Termination Payments) due during that month
     on any Derivative Product secured on a parity with such Subordinate Notes.
     Also during that month, the Indenture Trustee shall use moneys transferred
     to the Class B Account of the Interest Fund (i) pursuant to Section
     4.03(b)(viii) to pay interest accrued on the interest carryover amounts of
     Subordinate Notes for which an interest Payment Date will occur during that
     month and the interest carryover amounts of such Subordinate Notes and (ii)
     pursuant to Section 4.03(b)(x) to pay Subordinated Issuer Termination
     Payments due during that month in respect of Derivative Products secured on
     a parity with the Subordinate Notes.

     Section 5. Section 4.08 of the Indenture is hereby amended and restated in
its entirety to read as follows:

          Transfers from the Revenue Fund to the Co-Owner Trustee may be made in
     accordance with Section 4.03(b)(xi) hereof; provided, however, that no
     transfer of assets to the Co-Owner Trustee shall be made if there is not on
     deposit in the Reserve Fund an amount equal to at least the Reserve Fund
     Requirement; and further provided, that no transfer shall be made to the
     Co-Owner Trustee unless immediately after taking into account any such
     transfer, the Parity Percentage is at least equal to the Required Parity
     Percentage and the Senior Parity Percentage is at least equal to the
     Required Senior Parity Percentage.

          The amounts so transferred to the Co-Owner Trustee shall be
     distributed as provided in the Trust Agreement.



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     Section 6. Section 5.02 of the Indenture is hereby amended and restated in
its entirety to read as follows:

          Subject to Section 5.09 hereof, upon the happening and continuance of
     any Event of Default, the Indenture Trustee personally or by its attorneys
     or agents may enter into and upon and take possession of such portion of
     the Trust Estate as shall be in the custody of others, and all property
     comprising the Trust Estate, and each and every part thereof, and exclude
     the Issuer and its agents, servants, and employees wholly therefrom, and
     have, hold, use, operate, manage, and control the same and each and every
     part thereof, and in the name of the Issuer or otherwise, as they shall
     deem best, conduct the business thereof and exercise the privileges
     pertaining thereto and all the rights and powers of the Issuer and use all
     of the then existing Trust Estate for that purpose, and collect and receive
     all charges, income and Revenue of the same and of every part thereof, and
     after deducting therefrom all expenses incurred hereunder and all other
     proper outlays herein authorized, and all payments that may be made as just
     and reasonable compensation for its own services, and for the services of
     its attorneys, agents, and assistants (and any other amounts due and owing
     including amounts due and owing to the Owner Trustee and Co-Owner Trustee),
     the Indenture Trustee shall apply the rest of the money received by the
     Indenture Trustee as follows:

               (a) if the principal of none of the Obligations shall have become
          due, first, to the payment of the interest in default on the Senior
          Notes and to the payment of all Issuer Derivative Payments (excluding
          any Subordinated Issuer Termination Payments) secured on a parity with
          the Senior Notes then due, in order of the maturity of the
          installments thereof, with interest on the overdue installments
          thereof at the same rates, respectively, as were borne by the Senior
          Notes on which such interest shall be in default and any such Issuer
          Derivative Payments as provided in the ISDA Master Agreement then due,
          such payments to be made ratably to the parties entitled thereto
          without discrimination or preference, second, to the payment of the
          interest in default on the Subordinate Notes and to the payment of all
          Issuer Derivative Payments (excluding any Subordinated Issuer
          Termination Payments) secured on a parity with the Subordinate Notes
          then due, in order of the maturity of the installments of such
          interest and any such Issuer Derivative Payments, with interest on the
          overdue installments thereof at the same rates, respectively, as were
          borne by the Subordinate Notes on which such interest shall be in
          default and any such Issuer Derivative Payments then due, such
          payments to be made ratably to the parties entitled thereof without
          discrimination or preference, third, to the payment of the interest in
          default on any other borrowings of the Issuer, if any, secured hereby
          and to the payment of all Issuer Derivative Payments (excluding any
          Subordinated Issuer Termination Payments) secured on a parity with
          such borrowings, if any, then due, in order of the maturity of the
          installments of such interest and any such Issuer Derivative Payments,
          with interest on the overdue installments thereof at the same rates,
          respectively,



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<PAGE>


          as were borne by such borrowings on which such interest shall be
          in default and any such Issuer Derivative Payments then due, such
          payments to be made ratably to the parties entitled thereto without
          discrimination or preference, and fourth, to make the transfers and
          payments specified in Section 4.03 hereof in the order of precedence
          specified in that Section, except as may be provided in a Supplemental
          Indenture; and

               (b) if the principal of any of the Obligations shall have become
          due by declaration of acceleration or otherwise, first to the payment
          of the interest in default on the Senior Notes and all Issuer
          Derivative Payments (excluding any Subordinated Issuer Termination
          Payments) secured on a parity with the Senior Notes then due, in the
          order of the maturity of the installments thereof, with interest on
          overdue installments thereof at the same rates, respectively, as were
          borne by the Senior Notes on which such interest shall be in default
          and such Issuer Derivative Payments as provided in the ISDA Master
          Agreement then due, as the case may be, second, to the payment of the
          principal of all Senior Notes then due and any amount owed to a
          Counterparty secured on a parity with Senior Obligations under the
          ISDA Master Agreement (excluding any Subordinated Issuer Termination
          Payments), such payments to be made ratably to the parties entitled
          thereto without discrimination or preference, third, to the payment of
          the interest in default on the Subordinate Notes and all Issuer
          Derivative Payments (excluding any Subordinated Issuer Termination
          Payments) secured on a parity with the Subordinate Notes then due, in
          the order of the maturity of the installments thereof with interest on
          overdue installments thereof at the same rates, respectively, as were
          borne by the Subordinate Notes on which such interest shall be in
          default and such Issuer Derivative Payments as provided in the ISDA
          Master Agreement then due, as the case may be, fourth, to the payment
          of the principal of all Subordinate Notes then due and any amount owed
          to a Counterparty secured on a parity with Subordinate Obligations
          (excluding any Subordinated Issuer Termination Payments) under the
          ISDA Master Agreement, such payments to be made ratably to the parties
          entitled thereto without discrimination or preference, fifth, to the
          payment of the interest in default on all other borrowings of the
          Issuer, if any, secured hereby and all Issuer Derivative Payments
          (excluding any Subordinated Issuer Termination Payments) secured on a
          parity with such borrowings then due, in the order of the maturity of
          the installments thereof at the same rates, respectively, as were
          borne by such borrowings on which such interest shall be in default
          and such Issuer Derivative Payments as provided in the ISDA Master
          Agreement then due, as the case may be, sixth, to the payment of the
          principal of all other borrowings of the Issuer, if any, secured
          hereby then due and any amount owed to a Counterparty secured on a
          parity with such borrowings (excluding any Subordinated Issuer
          Termination Payments) under the ISDA Master Agreement, such payments
          to be made ratably to the parties entitled thereto without
          discrimination or preference, and seventh, to make the transfers and



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<PAGE>


          payments specified in Section 4.03 hereof in the order of precedence
          specified in that Section, except as may be provided in a Supplemental
          Indenture.

     Section 7. The proviso immediately following clause (o) of Section 7.01
of the Indenture is hereby amended and restated in its entirety to read as
follows:

          provided however, that nothing in this Section 7.01 shall permit, or
          be construed as permitting, (a) without the consent of the Noteholders
          of each affected Note and each Derivative Product then Outstanding,
          (i) an extension of the maturity date of the principal of or the
          interest on any Obligation, or (ii) a reduction in the principal
          amount of any Obligation or the rate of interest thereon, or (iii) a
          privilege or priority of any Obligation or Obligations over any other
          Obligation or Obligations except as otherwise provided herein, or (iv)
          a reduction in the aggregate principal amount of the Obligations
          required for consent to a Supplemental Indenture, or (v) the creation
          of any lien other than a lien ratably securing all of the Obligations
          at any time Outstanding hereunder except as otherwise provided herein
          or (b) any modification of the trusts, powers, rights, duties,
          remedies, immunities and privileges of the Indenture Trustee without
          the prior written approval of the Indenture Trustee, which approval
          shall be evidenced by execution of a Supplemental Indenture.

     Section 8. The provisions of the Indenture are hereby ratified, approved
and confirmed, except as otherwise expressly modified by this Supplemental
Indenture.


      [remainder of page intentionally left blank; signature page follows]

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     In Witness Whereof, the Issuer has caused this Supplemental Indenture to be
executed in its name and on its behalf by the Co-Owner Trustee; the Indenture
Trustee, to evidence its acceptance of the trusts hereby created, has caused
this Supplemental Indenture to be executed in its name and behalf; and the Trust
Eligible Lender Trustee, to evidence its acceptance of the trusts hereby
created, has caused this Supplemental Indenture to be executed in its name and
behalf, all in multiple counterparts, each of which shall be deemed an original,
and the Issuer, the Indenture Trustee and the Trust Eligible Lender Trustee have
caused this Supplemental Indenture to be dated as of the date herein above first
shown, although actually executed on the dates shown in the acknowledgments
hereafter appearing.

                                          Education Funding Capital Trust-I,

                                             By Fifth Third Bank, not in its
                                             individual capacity, but solely as
                                             Co-Owner Trustee on behalf of the
                                             Trust


                                             By:  /s/ Brian J. Gardner
                                                 -------------------------------
                                                 Name:  Brian J. Gardner
                                                 Title: AVP & Sr. Trust Officer


                                          Fifth Third Bank, not in its
                                             individual capacity but solely as
                                             Indenture Trustee

                                          By:  /s/ Brian J. Gardner
                                              ----------------------------------
                                              Name:  Brian J. Gardner
                                              Title: AVP & Sr. Trust Officer


                                          Fifth Third Bank, not in its
                                             individual capacity but solely as
                                             Trust Eligible Lender Trustee


                                          By:  /s/ Brian J. Gardner
                                              ----------------------------------
                                              Name:  Brian J. Gardner
                                              Title: AVP & Sr. Trust Officer




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