<PAGE>

                                                                     Exhibit 4.3

================================================================================

                             AUCTION AGENT AGREEMENT

                                  by and among

                          EDUCATION LOANS INCORPORATED,
                                   as Issuer,

                         U.S. BANK NATIONAL ASSOCIATION,
                                   as Trustee,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                as Auction Agent

                                   ----------

                          Dated as of February 1, 2004

                                   ----------

                                   Relating to

                                  $462,000,000
                          EDUCATION LOANS INCORPORATED
                         STUDENT LOAN ASSET-BACKED NOTES
                    SENIOR SERIES 2004-A1, A2, A3, A4 and A5
                           SUBORDINATE SERIES 2004-B1

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                           <C>
Section 1.     Definitions and Rules of Construction...........................................................2
        1.1    Terms Defined by Reference to First Supplemental Indenture......................................2
        1.2    Terms Defined Herein............................................................................2
        1.3    Rules of Construction...........................................................................3

Section 2.     The Auction. ...................................................................................4
        2.1    Interest Rate on Series 2004-1 Notes; Incorporation by Reference of Auction
               Procedures and Settlement Procedures............................................................4
        2.2    Preparation of Each Auction; Maintenance of Existing Holder Registry............................4
        2.3    All Hold Rates, Maximum Auction Rates, Net Loan Rate, One-Month
               LIBOR and Three-Month LIBOR.....................................................................6
        2.4    Auction Schedule................................................................................7
        2.5    Changes in Auction Periods or Auction Date......................................................8
        2.6    Notice of Fee Rate Change.......................................................................9
        2.7    Notices to Existing Holders.....................................................................9
        2.8    Payment Default.................................................................................9
        2.9    Broker-Dealers.................................................................................10
        2.10   Access to and Maintenance of Auction Records...................................................10

Section 3.     Term of Agreement..............................................................................10

Section 4.     Trustee........................................................................................11

Section 5.     Representations and Warranties of the Trustee..................................................11

Section 6.     The Auction Agent..............................................................................12
        6.1    Duties and Responsibilities....................................................................12
        6.2    Rights of the Auction Agent....................................................................12
        6.3    Auction Agent's Disclaimer.....................................................................13
        6.4    Compensation, Remedies and Indemnification.....................................................13
        6.5    Compensation of the Broker-Dealers.............................................................14

Section 7.     Miscellaneous..................................................................................15
        7.1    Governing Law..................................................................................15
        7.2    Communications.................................................................................15
        7.3    Entire Agreement...............................................................................16
        7.4    Benefits.......................................................................................16
        7.5    Amendment; Waiver..............................................................................16
        7.6    Successors and Assigns.........................................................................16
        7.7    Severability...................................................................................16
        7.8    Execution in Counterparts......................................................................16
</TABLE>

                                       -i-

<PAGE>

Exhibits

Exhibit A   -- List of Initial Broker-Dealers for the Series 2004-1
Exhibit B   -- Broker-Dealer Agreement
Exhibit C   -- Notice of Ratings
Exhibit D   -- Notice of Series 2004-1 Notes Outstanding
Exhibit E   -- Notice of Fee Rate Change
Exhibit F   -- Notice of a Payment Default
Exhibit G   -- Settlement Procedures
Exhibit H   -- Notice of Continuation of Auction Period
Exhibit I   -- Notice of Series 2004-1 Note Auction Rate

                                      -ii-

<PAGE>

     THIS AUCTION AGENT AGREEMENT, dated as of February 1, 2004 (this "Auction
Agent Agreement"), is being entered into by and among EDUCATION LOANS
INCORPORATED, a Delaware corporation (together with any successors or assigns,
the "Issuer"), U.S. BANK NATIONAL ASSOCIATION, Minneapolis, Minnesota, a
national banking association duly established and existing under the laws of the
United States of America, as Trustee (together with any successors or assigns,
the "Trustee") under a certain First Supplemental Indenture of Trust, as
hereinafter defined and described, and DEUTSCHE BANK TRUST COMPANY AMERICAS, 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.

                              W I T N E S S E T H:

     WHEREAS, the Issuer proposes to cause the Trustee to authenticate and
deliver $462,000,000 aggregate principal amount of its Student Loan Asset-Backed
Notes, Series 2004-1, consisting of six series designated Student Loan
Asset-Backed Notes, Senior Series 2004-A1 (the "Series 2004-A1 Notes"), Student
Loan Asset-Backed Notes, Senior Series 2004-A2 (the "Series 2004-A2 Notes"),
Student Loan Asset-Backed Notes, Senior Series 2004-A3 (the "Series 2004-A3
Notes"), Student Loan Asset-Backed Notes, Senior Series 2004-A4 (the "Series
2004-A4 Notes"), Student Loan Asset-Backed Notes, Senior Series 2004-A5 (the
"Series 2004-A5 Notes"), and Student Loan Asset-Backed Notes, Subordinate Series
2004-B1 (the "Series 2004-B1 Notes" and, together with the Series 2004-A1 Notes,
the Series 2004-A2 Notes, the Series 2004-A3 Notes, the Series 2004-A4 Notes and
the Series 2004-A5 Notes, the " Series 2004-1 Notes"). The Series 2004-1 Notes
are being issued under the First Supplemental Indenture of Trust, dated as of
February 1, 2004 (the "First Supplemental Indenture"), by and between the Issuer
and the Trustee and executed pursuant to an Indenture of Trust, dated as of
February 1, 2004 (as amended and supplemented, the "Original Indenture"), by and
between the Trustee and the Issuer; and

     WHEREAS, pursuant to Section 8 of the First Supplemental Indenture, the
Auction Agent has been appointed to act in the capacities set forth in this
Auction Agent Agreement; and

     WHEREAS, the Trustee is entering into this Auction Agent Agreement at the
direction of the Issuer pursuant to the terms of the First Supplemental
Indenture;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Issuer, the Trustee and the Auction Agent agree as
follows:

                                      -1-

<PAGE>

     Section 1. Definitions and Rules of Construction.

     1.1  Terms Defined by Reference to First Supplemental Indenture.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings given such terms in the First Supplemental Indenture.

     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:

     "Auction" shall have the meaning specified in Section 2.1 hereof.

     "Auction Agent Fee" shall have meaning specified in Section 6.4(b) hereof.

     "Auction Agent Fee Payment Date" shall mean each January 1, April 1, July 1
and October 1, commencing April 1, 2004.

     "Auction Agent Fee Rate" shall mean the rate per annum determined pursuant
to Section 6.4(b) hereof, as the same may be changed from time to time in
accordance with Section 6.4(b) hereof, at which the fee to be paid to the
Auction Agent for services rendered by it hereunder and under the Broker-Dealer
Agreements accrues pursuant to Section 6.4(b) hereof.

     "Auction Procedures" shall mean the provisions that are set forth in
Sections 4 through 11, inclusive, of the First Supplemental Indenture.

     "Authorized Auction Agent Officer" shall mean, with respect to the Auction
Agent, each Managing Director, Vice President, Assistant Vice President and
Associate of the Auction Agent and every other officer of the Auction Agent
assigned to its Trust & Securities Services Group and every other officer or
employee of the Auction Agent designated as an "Authorized Auction Agent
Officer" for purposes hereof in a communication to the Trustee and the Issuer.

     "Authorized Issuer Officer" shall mean, with respect to the Issuer, the
Chairman of the Board of Directors, the President, any Vice President or the
Secretary of the Issuer or any other person designated in writing by the Board
of Directors of the Issuer to the Auction Agent from time to time, which writing
may limit the functions which such other person may undertake as an Authorized
Issuer Officer hereunder.

     "Authorized Trustee Representative" shall mean each Vice President,
Assistant Vice President or Trust Officer in the Corporate Trust Department of
the Trustee and every other officer or employee of the Trustee designated as an
"Authorized Trustee Representative" for purposes hereof in a written
communication to the Auction Agent and the Issuer.

     "Broker-Dealer" shall mean a Person listed on Exhibit A hereto, as such
Exhibit A may be amended from time to time.

     "Broker-Dealer Agreement" shall mean each agreement between the Auction
Agent and a Broker-Dealer substantially in the form attached hereto as Exhibit
B.

                                      -2-

<PAGE>

     "Broker-Dealer Fee" shall have the meaning specified in Section 6.5(a)
hereof.

     "Broker-Dealer Fee Rate" shall have the meaning specified in Section 6.5(b)
hereof.

     "Business Day" shall mean a day of the year on which (i) banks located in
the city in which the Principal Office of the Trustee is located are not
required or authorized to remain closed, (ii) banks located in the city in which
the Principal Office of the Auction Agent, as set forth in Section 7.2 hereof,
is located are not required or authorized to remain closed, (iii) banks located
in the city in which the Principal Office of each Broker-Dealer, as set forth in
and for purposes of the applicable Broker-Dealer Agreement, is located are not
required or authorized to remain closed and (iv) The New York Stock Exchange is
not closed.

     "Existing Holder Registry" shall mean the register maintained by the
Auction Agent pursuant to Section 2.2 hereof.

     "Notice of Failure to Deliver or Make Payment" shall mean a notice
substantially in the form of Exhibit D to the Broker-Dealer Agreement.

     "Notice of Fee Rate Change" shall mean a notice substantially in the form
of Exhibit E hereof.

     "Notice of Payment Default" shall mean a notice substantially in the form
of Exhibit F hereto.

     "Notice of Ratings" shall mean a notice substantially in the form of
Exhibit C hereto.

     "Notice of Series 2004-1 Notes Outstanding" shall mean a notice
substantially in the form of Exhibit D hereto.

     "Notice of Transfer" shall mean a notice substantially in the form of
Exhibit C to the Broker-Dealer Agreement.

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

     "Settlement Procedures" shall mean the Settlement Procedures attached as
Exhibit G hereto.

     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 Auction Agent 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 Auction Agent Agreement
     nor shall they affect its meaning, construction or effect.

                                      -3-

<PAGE>

          (c) The words "hereof," "herein," "hereto" and other words of similar
     import refer to this Auction Agent Agreement as a whole.

          (d) All references herein to a particular time of day shall be to New
     York City time.

          (e) The rights and duties of the Trustee, the Auction Agent and the
     Issuer under this Auction Agent Agreement shall apply to the Series 2004-A1
     Notes, the Series 2004-A2 Notes, the Series 2004-A3 Notes, the Series
     2004-A4 Notes, the Series 2004-A5 Notes and the Series 2004-B1 Notes, but
     separately in each case. References to "Series 2004-1 Notes" shall, unless
     the context clearly contemplates a reference to all the Series 2004-1
     Notes, be deemed to refer only to a particular series of Series 2004-1
     Notes.

     Section 2. The Auction.

     2.1  Interest Rate on Series 2004-1 Notes; Incorporation by Reference of
Auction Procedures and Settlement Procedures.

          (a) During the Initial Interest Period, each of the Series 2004-A1
     Notes, the Series 2004-A2 Notes, the Series 2004-A3 Notes, the Series
     2004-A4 Notes, the Series 2004-A5 Notes and the Series 2004-B1 Notes shall
     bear interest at the Series 2004-1 Note Initial Interest Rate for such
     series. Thereafter, the Series 2004-1 Notes shall bear interest at the
     Series 2004-1 Note Interest Rate based on an Interest Period that shall be
     an Auction Period. The Series 2004-1 Note Auction Rate on each series of
     the Series 2004-1 Notes for each Auction Period shall be the lesser of (i)
     the Net Loan Rate and (ii) the Auction Rate determined in accordance with
     Sections 3 through 12 of the First Supplemental Indenture (not to exceed
     18% per annum). Pursuant to Section 8 of the First Supplemental Indenture,
     the Issuer has duly appointed Deutsche Bank Trust Company Americas as
     Auction Agent for purposes of the Auction Procedures and to perform such
     other obligations and duties as are herein set forth. Deutsche Bank Trust
     Company Americas hereby accepts such appointment and agrees that, on each
     Auction Date, it shall follow the procedures set forth in this Section 2
     and the Auction Procedures for the purpose of, among other things,
     determining the Auction Rate, and ultimately the Series 2004-1 Note Auction
     Rate for each series of the Series 2004-1 Notes for each Auction Period
     other than the Initial Interest Period. Each periodic operation of such
     procedures is hereinafter referred to as an "Auction."

          (b) All of the provisions contained in the Auction Procedures and the
     Settlement Procedures are incorporated herein by reference in their
     entirety and shall be deemed to be a part hereof to the same extent as if
     such provisions were fully set forth herein.

     2.2  Preparation of Each Auction; Maintenance of Existing Holder Registry.

          (a) A list of Broker-Dealers with respect to the Series 2004-1 Notes
     (showing RBC Dain Rauscher Inc. as the sole initial Broker-Dealer) is
     attached as Exhibit A to this Auction Agent Agreement. Not later than seven
     days prior to any Auction Date for which any change in such list of
     Broker-Dealers is to be effective, the Trustee, at the

                                      -4-

<PAGE>

     direction of an Authorized Issuer Officer, will notify the Auction Agent in
     writing of such change and, if any such change is the addition of a
     Broker-Dealer to such list, shall cause to be delivered to the Auction
     Agent for execution by the Auction Agent a Broker-Dealer Agreement manually
     signed by such Broker-Dealer. The Auction Agent shall have entered into a
     Broker-Dealer Agreement with each Broker-Dealer prior to the participation
     of any such Broker-Dealer in any Auction.

          (b) In the event that any day that is scheduled to be an Auction Date
     shall be changed after the Auction Agent shall have given the notice of
     such Auction Date pursuant to clause (vii) of paragraph (a) of the
     Settlement Procedures, the Auction Agent, by such means as the Auction
     Agent deems practicable, shall give notice of such change to the
     Broker-Dealers not later than the earlier of 9:15 a.m., New York City time,
     on the new Auction Date and 9:15 a.m., New York City time, on the old
     Auction Date.

          (c)  (i) The Auction Agent shall maintain a current registry of
          Persons that are Broker-Dealers, compiled initially on the Closing
          Date as described below, and that hold Series 2004-1 Notes, for
          purposes of dealing with the Auction Agent in connection with an
          Auction (such registry being herein called the "Existing Holder
          Registry"). Such Persons shall constitute the "Existing Holders" for
          purposes of dealing with the Auction Agent in connection with an
          Auction. The Auction Agent shall indicate in the Existing Holder
          Registry for each Existing Holder the identity of the Broker-Dealer
          which submitted the most recent Order in any Auction which resulted in
          such Existing Holder continuing to hold or purchasing the Series
          2004-1 Notes. Pursuant to its Broker-Dealer Agreement, RBC Dain
          Rauscher Inc., as the sole initial Broker-Dealer with respect to the
          Series 2004-1 Notes, has agreed to provide to the Auction Agent on the
          Closing Date the names and addresses of the Persons who are to be
          initially listed on the Existing Holder Registry as constituting the
          initial Existing Holders of Series 2004-1 Notes for purposes of
          dealing with the Auction Agent in connection with an Auction. The
          Auction Agent may rely upon, as evidence of the identities of the
          Existing Holders, such list, the results of each Auction and notices
          from any Existing Holder, Participant of any Existing Holder or
          Broker-Dealer of any Existing Holder as described in Section
          2.2(c)(iii) hereof.

               (ii) The Trustee shall notify the Auction Agent when any notice
          of redemption is sent to the Securities Depository as the Holder of
          Series 2004-1 Notes not later than 11:00 a.m., New York City time, on
          the date such notice is sent. Such notice with respect to a redemption
          shall be substantially in the form of Exhibit D hereto, Notice of
          Series 2004-1 Notes Outstanding. In the event the Auction Agent
          receives from the Trustee written notice of any partial redemption of
          any Series 2004-1 Notes, the Auction Agent shall, at least two
          Business Days prior to the next Auction, request each Participant to
          disclose to the Auction Agent (upon selection by such Participant of
          the Existing Holders whose Series 2004-1 Notes are to be redeemed) the
          aggregate principal amount of such Series 2004-1 Notes of each such
          Existing Holder, if any, which are to be redeemed; provided the
          Auction Agent has been furnished with the name and telephone number of
          a person or department at such Participant from which it is to request

                                      -5-

<PAGE>

          such information. In the absence of receiving any such information
          with respect to any Existing Holder, from such Existing Holder's
          Participant or otherwise, the Auction Agent may continue to treat such
          Existing Holder as the beneficial owner of the principal amount of
          Series 2004-1 Notes shown in the Existing Holder Registry.

               (iii) The Auction Agent shall be required to register in the
          Existing Holder Registry a transfer of Series 2004-1 Notes from an
          Existing Holder to another Person only if such transfer is made to a
          Person through a Broker-Dealer and if (A) such transfer is pursuant to
          an Auction or (B) the Auction Agent has been notified in writing (1)
          in a notice substantially in the form of a Notice of Transfer by such
          Existing Holder, by the Participant of such Existing Holder or by the
          Broker-Dealer of such Existing Holder of such transfer, or (2) in a
          notice substantially in the form of a Notice of Failure to Deliver or
          Make Payment by the Broker-Dealer of any Person that purchased or sold
          Series 2004-1 Notes in an Auction of the failure of such Series 2004-1
          Notes to be transferred as a result of the Auction. The Auction Agent
          is not required to accept any Notice of Transfer or Notice of Failure
          to Deliver or Make Payment delivered prior to an Auction unless it is
          received by the Auction Agent by 3:00 p.m., New York City time, on the
          Business Day next preceding the applicable Auction Date.

          (d) The Auction Agent may request that the Broker-Dealers, as set
     forth in the Broker-Dealer Agreements, provide the Auction Agent with the
     aggregate principal amount of Series 2004-1 Notes held by such
     Broker-Dealers for purposes of the Existing Holder Registry, as well as
     with a list of their respective customers that such Broker-Dealers believe
     are Existing Holders of the Series 2004-1 Notes and the aggregate principal
     amount of Series 2004-1 Notes beneficially owned by each such customer.
     Except as permitted by Section 2.10 hereof, the Auction Agent shall keep
     confidential any such information and shall not disclose any such
     information so provided to any person other than the relevant
     Broker-Dealer, the Issuer and the Trustee, provided that the Auction Agent
     reserves the right to disclose any such information if it is advised by its
     counsel that its failure to do so would be unlawful or would expose the
     Auction Agent to liability, claim or damage for which the Auction Agent has
     not previously received indemnity reasonably satisfactory to it. The
     Auction Agent shall notify the Issuer, the Trustee and each Broker-Dealer
     promptly upon receipt of any request or demand to disclose such information
     and shall cooperate with any party seeking a protective order or similar
     relief.

          (e) The Auction Agent shall send by telecopy or other means a copy of
     any Notice of Series 2004-1 Notes Outstanding received from the Trustee to
     each Broker-Dealer in accordance with Section 4.3 of the applicable
     Broker-Dealer Agreement.

     2.3  All Hold Rates, Maximum Auction Rates, Net Loan Rate, One-Month LIBOR
and Three-Month LIBOR.

          (a) On each Auction Date, the Auction Agent shall determine the All
     Hold Rate, the Maximum Auction Rate and One-Month LIBOR or Three-Month
     LIBOR, as

                                      -6-

<PAGE>

     the case may be. The Net Loan Rate with respect to each Auction Date shall
     be determined and written notice thereof given to the Auction Agent in
     accordance with Section 6 of the First Supplemental Indenture. Not later
     than 9:30 a.m., New York City time, on each Auction Date, the Auction Agent
     shall notify the Trustee and the Broker-Dealers of the All Hold Rate, the
     Maximum Auction Rate, the Net Loan Rate and One-Month LIBOR or Three-Month
     LIBOR, as the case may be, so determined. On or within three Business Days
     after the Closing Date, the Issuer shall give written notice to the Auction
     Agent of the initial ratings on the Series 2004-1 Notes by Moody's and
     Fitch substantially in the form of the Notice of Ratings. Thereafter, if
     there is a change in one or both of such ratings, the Issuer shall give
     written notice to the Auction Agent substantially in the form of the Notice
     of Ratings within three Business Days of its receipt of notice of such
     change, but not later than the close of business on the Business Day
     immediately preceding an Auction Date if the Issuer has received written
     notice of such change in a rating or ratings prior to 12:00 noon, New York
     City time, on such Business Day, and the Auction Agent shall take into
     account such change in rating or ratings for purposes hereof and any
     Auction so long as such Notice of Ratings is received by the Auction Agent
     no later than the close of business on such Business Day.

          (b)  (i) If, on any Auction Date for an Auction Period, an Auction is
          not held for any reason, then the Series 2004-1 Note Auction Rate for
          the next succeeding Auction Period shall be the Net Loan Rate.

               (ii) If the ownership of the Series 2004-1 Notes is no longer
          maintained in Book-Entry Form by the Securities Depository, no further
          Auctions shall be held and the Series 2004-1 Note Auction Rate for
          each Interest Period commencing after the delivery of certificated
          Series 2004-1 Notes pursuant to Section 17 of the First Supplemental
          Indenture shall equal the lesser of the Net Loan Rate and the Maximum
          Auction Rate as determined by the Trustee on the Business Day
          immediately preceding the first day of such subsequent Interest Period
          as provided in Section 3 of the First Supplemental Indenture.

               (iii) If a Payment Default shall have occurred with respect to a
          series of Series 2004-1 Notes, the Series 2004-1 Note Auction Rate
          with respect to such series for each Interest Period commencing on or
          immediately after the occurrence of 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, as
          determined by the Trustee on the first day of such Interest Period as
          provided in Section 3 of the First Supplemental Indenture. The Series
          2004-1 Note Auction Rate for each Interest Period commencing at least
          two Business Days after any cure of a Payment Default shall be
          determined through implementation of the Auction Procedures.

     2.4  Auction Schedule. The Auction Agent shall conduct Auctions on the
Auction Date in accordance with the schedule set forth below. Such schedule may
be changed by the Auction Agent with the consent of the Trustee and the Market
Agent, which consent shall not be unreasonably withheld or delayed. The Auction
Agent shall give notice pursuant to Section 4.3

                                      -7-

<PAGE>

of the applicable Broker-Dealer Agreement of any such change to each
Broker-Dealer. Such notice shall be given prior to the first Auction Date on
which any such change shall be effective.

By 9:30 a.m.            The Auction Agent advises the Trustee and the
                        Broker-Dealers of the Maximum Auction Rate, the All Hold
                        Rate, the Net Loan Rate and One-Month LIBOR or
                        Three-Month LIBOR, as the case may be, to be used in
                        determining the Auction Rate under the Auction
                        Procedures, the First Supplemental Indenture and this
                        Auction Agent Agreement.

9:30 a.m.- 12:30 p.m.   The Auction Agent assembles information communicated to
                        it by Broker-Dealers as provided in Section 4(c)(i) of
                        the First Supplemental Indenture. The Submission
                        Deadline is 12:30 p.m., New York City time.

Not earlier than        The Auction Agent makes the determination pursuant to
12:30 p.m.              Section 4(c)(i) of the First Supplemental Indenture.
                        Submitted Bids and Submitted Sell Orders are accepted
                        and rejected in whole or in part and principal amount of
                        Series 2004-1 Notes is allocated as provided in Section
                        4(d) of the First Supplemental Indenture.

By approximately        The Auction Agent advises the Trustee and the
3:00 p.m./1/ or         Broker-Dealers of the results of the Auction as provided
4:00 p.m./2/            in Section 4(c)(ii) of the First Supplemental Indenture.

----------
/1/  If the Series 2004-1 Note Auction Rate is the Auction Rate.
/2/  If the Series 2004-1 Note Auction Rate is the Net Loan Rate.

     The Auction Agent shall follow the notification procedures set forth in
paragraph (a) of the Settlement Procedures.

     2.5  Changes in Auction Periods or Auction Date.

          (a) Changes in Auction Period or Periods.

               (i) The Auction Agent shall deliver any notice delivered to it
          pursuant to Section 10(a) of the First Supplemental Indenture to the
          Existing Holders within two Business Days of its receipt thereof.

               (ii) The Auction Agent shall deliver any certificate delivered to
          it pursuant to Section 10(c) of the First Supplemental Indenture to
          the Broker-

                                      -8-

<PAGE>

          Dealers not later than 3:00 p.m., New York City time, on the last
          Business Day preceding the next Auction Date by telecopy or similar
          means.

               (iii) If, after delivery to the Auction Agent of the notice
          referred to in Section 10(a) of the First Supplemental Indenture, the
          Auction Agent fails to receive the certificate referred to in Section
          10(c) of the First Supplemental Indenture by 11:00 a.m., New York City
          time, on the last Business Day preceding the next Auction Date, the
          Auction Agent shall deliver a notice of such failure in substantially
          the form of Exhibit H hereto to the Broker-Dealers not later than 3:00
          p.m., New York City time, on such Business Day by telecopy or other
          similar means.

               (iv) If, after delivery to the Auction Agent of the notice
          referred to in Section 10(a) and the certificate referred to in
          Section 10(c) of the First Supplemental Indenture, Sufficient Bids are
          not received by the Auction Agent by the Submission Deadline, the
          Auction Agent shall notify the Broker-Dealers not later than 3:00
          p.m., New York City time, on such Auction Date by telephone confirmed
          in writing in substantially the form of Exhibit I hereto the next
          Business Day.

          (b) Changes in Auction Date. The Auction Agent shall deliver any
     notice delivered to it pursuant to Section 11 of the First Supplemental
     Indenture to the Broker-Dealers within three Business Days of its receipt
     thereof.

     2.6  Notice of Fee Rate Change. If the Auction Agent Fee Rate is changed
pursuant to the provisions of Section 6.4(b) hereof or the Broker-Dealer Fee
Rate is changed pursuant to the provisions of 6.5(b) hereof, the Auction Agent
shall deliver a Notice of Fee Rate Change (i) to the Trustee with respect to a
change in the Auction Agent Fee Rate and the Broker-Dealer Fee Rate and (ii) to
the Broker-Dealers with respect to a change in the Broker-Dealer Fee Rate, in
each case within two Business Days of such change.

     2.7  Notices to Existing Holders. The Auction Agent shall be entitled to
rely upon the address of each Broker-Dealer as provided in Section 4.3 of the
applicable Broker-Dealer Agreement in connection with any notice to each
Broker-Dealer, as an Existing Holder, required to be given by the Auction Agent.

     2.8  Payment Default.

          (a) After delivery by the Trustee to the Auction Agent of a notice
     that a Payment Default shall have occurred, the Auction Agent shall, on the
     Business Day following its receipt of the same, deliver a Notice of Payment
     Default to the Broker-Dealers by telecopy or other similar means.

          (b) The Auction Agent shall deliver a copy of any notice received by
     it from the Trustee to the effect that a Payment Default has been cured to
     the Broker-Dealers on the Business Day following its receipt of the same by
     telecopy or other similar means.

                                      -9-

<PAGE>

     2.9  Broker-Dealers.

          (a) If the Auction Agent is provided with a copy of a Broker-Dealer
     Agreement, which has been manually signed, with any person listed on
     Exhibit A-1 or Exhibit A-2 hereto to which the Trustee, at the direction of
     an Authorized Issuer Officer, shall have consented, it shall enter into
     such Broker-Dealer Agreement with such person. The Issuer hereby directs
     the Trustee to consent to RBC Dain Rauscher Inc. as the sole initial
     Broker-Dealer with respect to the Series 2004-1 Notes.

          (b) The Auction Agent may, at the written direction of an Authorized
     Issuer Officer, and with the approval of RBC Dain Rauscher Inc., so long as
     RBC Dain Rauscher Inc. is acting as a Broker-Dealer with respect to such
     series, enter into a Broker-Dealer Agreement with respect to one or more
     series of the Series 2004-1 Notes with any other person who requests to be
     selected to act as a Broker-Dealer. The Auction Agent shall have entered
     into a Broker-Dealer Agreement with each Broker-Dealer prior to the
     participation of any such Broker-Dealer in any Auction.

          (c) The Auction Agent shall terminate any Broker-Dealer Agreement as
     set forth therein at the direction of an Authorized Issuer Officer.

     2.10 Access to and Maintenance of Auction Records. The Auction Agent shall
afford to the Trustee, the Issuer and their respective agents, independent
public accountants and counsel access, at reasonable times during normal
business hours, to review and make extracts or copies (at no cost to the Auction
Agent) of all books, records, documents and other information concerning the
conduct and results of Auctions, provided that any such agent, accountant or
counsel shall furnish the Auction Agent with a letter from the Trustee or the
Issuer requesting that the Auction Agent afford such person access. The Auction
Agent shall maintain records relating to any Auction for a period of two years
after such Auction (or for such longer period requested by the Trustee or the
Issuer, not to exceed four years after each Auction), and such records shall, in
reasonable detail, accurately and fairly reflect the actions taken by the
Auction Agent hereunder. At the end of such period, the Auction Agent shall,
upon receipt of written request therefor, deliver such records to the Trustee.
The Trustee and the Issuer agree to keep any information regarding the conduct
and results of the Auctions, including, without limitation, information
regarding customers of any Broker-Dealer, received from the Auction Agent in
connection with this Auction Agent Agreement confidential and shall not disclose
such information or permit the disclosure of such information without the prior
written consent of the applicable Broker-Dealer to anyone except such agent,
accountant or counsel engaged to audit or review the results of Auctions as
permitted by this Section 2.10. Any such agent, accountant or counsel, before
having access to such information, shall agree to keep such information
confidential and not to disclose such information or permit disclosure of such
information without the prior written consent of the applicable Broker-Dealer,
except as may otherwise be required by law.

     Section 3. Term of Agreement.

          (a) This Auction Agent Agreement shall terminate on the earlier to
     occur of (i) the satisfaction and discharge of the First Supplemental
     Indenture with respect to the

                                      -10-

<PAGE>

     Series 2004-1 Notes or this Auction Agent Agreement and (ii) the date on
     which this Auction Agent Agreement is terminated in accordance with this
     Section 3. The Trustee may terminate this Auction Agent Agreement in
     accordance with Section 8(a) of the First Supplemental Indenture. The
     Auction Agent may terminate this Auction Agent Agreement upon written
     notice to the Trustee, the Issuer and the Market Agent on the date
     specified in such notice, which date shall be no earlier than 90 days after
     the date of delivery of such notice. Notwithstanding the foregoing, the
     provisions of Section 2 hereof shall terminate upon the delivery of
     certificates representing Series 2004-1 Notes pursuant to Section 17 of the
     First Supplemental Indenture. Notwithstanding the foregoing, the Auction
     Agent may terminate this Agreement without further notice if, within 25
     days after notifying in writing the Trustee, the Issuer and the Market
     Agent that it has not received payment of any Auction Agent Fee due it in
     accordance with the terms hereof, the Auction Agent does not receive such
     payment. Any resignation of the Auction Agent or termination of this
     Auction Agent Agreement, other than as described in the preceding sentence
     of this paragraph, shall not become effective until a successor Auction
     Agent has been appointed and acceptance of such appointment by such
     successor Auction Agent. The Issuer and the Trustee agree to diligently
     proceed to appoint a successor Auction Agent. However, if a successor
     Auction Agent shall not have been appointed within 60 days from the date of
     such notice of resignation, the resigning Auction Agent may petition any
     court of competent jurisdiction for the appointment of a successor Auction
     Agent.

          (b) Except as otherwise provided in this Section 3(b), the respective
     rights and duties of the Trustee, the Issuer and the Auction Agent under
     this Auction Agent Agreement shall cease upon termination of this Auction
     Agent Agreement. The Trustee's representations and warranties to the
     Auction Agent under Section 5 hereof, and the Issuer's obligations to the
     Auction Agent under Section 6.4 hereof and to the Broker-Dealers under
     Section 6.5 hereof, shall survive the termination of this Auction Agent
     Agreement subject to Section 4 hereof. Upon termination of this Auction
     Agent Agreement, the Auction Agent shall, upon request, promptly deliver to
     the Trustee copies of all books and records maintained by it with respect
     to Series 2004-1 Notes in connection with its duties hereunder.

     Section 4. Trustee. All privileges, rights and immunities given to the
Trustee in the First Supplemental Indenture are hereby extended to and
applicable to the Trustee's obligations hereunder.

     Section 5. Representations and Warranties of the Trustee. The Trustee
hereby represents and warrants to the Auction Agent and the Issuer as follows:

     5.1  The Trustee (i) has been duly incorporated and is validly existing and
in good standing as a national banking association under the laws of the United
States, and (ii) has all necessary authority, approvals, consents (whether from
the Issuer or otherwise) to enter into and perform its obligations under this
Auction Agent Agreement. This Auction Agent Agreement has been duly and validly
authorized, executed and delivered by the Trustee and constitutes the legal,
valid, binding and enforceable obligation of the Trustee.

                                      -11-

<PAGE>

     5.2  Neither the execution, delivery and performance of this Auction Agent
Agreement, the consummation of the transactions contemplated hereby nor the
fulfillment of or compliance with the terms and conditions of this Auction Agent
Agreement will conflict with, violate or result in a breach of, the terms,
conditions or provisions of, or constitute a default under, any law or
regulation, any order or decree of any court or public authority having
jurisdiction over the Trustee, or any mortgage, indenture, contract, agreement
or undertaking to which the Trustee is a party or by which it is bound, or the
organizational documents pursuant to which the Trustee has been created and
under which it is operating.

     5.3  All approvals, consents and orders of any governmental authority,
legislative body, board, agency or commission having jurisdiction over the
Trustee which would constitute a condition precedent to or the absence of which
would materially adversely affect the due performance by the Trustee of its
obligations under this Auction Agent Agreement have been obtained.

     Section 6. The Auction Agent.

     6.1  Duties and Responsibilities.

          (a) The Auction Agent is acting solely as agent of the Issuer and owes
     no fiduciary duties to any person (other than the Issuer) by reason of this
     Auction Agent Agreement. The Auction Agent undertakes to perform such
     duties and only such duties as are specifically set forth in this Auction
     Agent Agreement, and no implied covenants or obligations shall be read into
     this Auction Agent Agreement by means of the provisions of the First
     Supplemental Indenture or otherwise against the Auction Agent.

          (b) In the absence of bad faith or negligence on its part, the Auction
     Agent shall not be liable for any action taken, suffered or omitted or for
     any error of judgment made by it in the performance of its duties under
     this Auction Agent Agreement. The Auction Agent shall not be liable for any
     error of judgment made in good faith unless the Auction Agent shall have
     been negligent in ascertaining the pertinent facts.

          (c) The Auction Agent shall not agree to any amendment to a
     Broker-Dealer Agreement without the prior written consent of the Issuer,
     which consent shall not be unreasonably withheld.

     6.2  Rights of the Auction Agent.

          (a) The Auction Agent may rely and shall be protected in acting or
     refraining from acting upon any communication authorized hereby and upon
     any written instruction, notice, request, direction, consent, report,
     certificate, form of bond certificate or other instrument, paper or
     document believed by it to be genuine. The Auction Agent shall not be
     liable for acting upon any telephone communication authorized hereby which
     the Auction Agent believes in good faith to have been given by the Trustee
     or by a Broker-Dealer. The Auction Agent may record telephone
     communications with the Trustee or with Broker-Dealers or both.

                                      -12-

<PAGE>

          (b) The Auction Agent may consult with counsel of its choice, and the
     advice of such counsel shall be full and complete authorization and
     protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon.

          (c) The Auction Agent shall not be required to advance, expend or risk
     its own funds or otherwise incur or become exposed to financial liability
     in the performance of its duties hereunder.

          (d) The Auction Agent may perform its duties and exercise its rights
     hereunder either directly or by or through agents or attorneys and shall
     not be responsible for any misconduct or negligence on the part of any
     agent or attorney appointed by it with due care hereunder.

     6.3  Auction Agent's Disclaimer. The Auction Agent makes no representation
as to the correctness of the recitals in this Auction Agent Agreement or the
Broker-Dealer Agreement or the validity or adequacy of the Series 2004-1 Notes.

     6.4  Compensation, Remedies and Indemnification.

          (a) With respect to each series of Series 2004-1 Notes, not later than
     12:00 noon, New York City time, on April 1, 2004, the Issuer, pursuant to
     Section 5(b) of the First Supplemental Indenture, shall pay in arrears to
     the Auction Agent, solely from moneys available therefor in the
     Administration Fund, an amount in cash equal to the product of (i) the
     Auction Agent Fee Rate times (ii) a fraction, the numerator of which is the
     number of days from the Closing Date to April 1, 2004 (or, if such series
     of Series 2004-1 Notes ceased to be outstanding prior to April 1, 2004, the
     date on which such series ceased to be outstanding) and the denominator of
     which is 360, times (iii) the aggregate principal amount of Series 2004-1
     Notes of such series on the date of original issuance of the Series 2004-1
     Notes.

          (b) With respect to each series of Series 2004-1 Notes any of which
     were outstanding on each Auction Agent Fee Payment Date, not later than
     12:00 noon, New York City time, on such Auction Agent Fee Payment Date, the
     Issuer, pursuant to Section 5(b) of the First Supplemental Indenture, shall
     pay in advance to the Auction Agent, solely from moneys available therefor
     in the Administration Fund, an amount in cash equal to the product of (i)
     one-quarter of the Auction Agent Fee Rate times (ii) the principal amount
     of Series 2004-1 Notes of such series outstanding on such Auction Agent Fee
     Payment Date (together with the fee described in Section 6.4(a), the
     "Auction Agent Fee"). The Auction Agent Fee Rate may be adjusted from time
     to time with the approval of an Authorized Issuer Officer upon a written
     request of the Auction Agent delivered to the Trustee and the Issuer. The
     Initial Auction Agent Fee Rate shall be .015%. Any change in the Auction
     Agent Fee Rate shall be effective on the Auction Agent Fee Payment Date
     next succeeding such change.

          (c) The Issuer shall reimburse the Auction Agent, upon its request,
     for all reasonable expenses, disbursements and advances, if any, incurred
     or made by the Auction Agent in accordance with any provision of this
     Auction Agent Agreement or the

                                      -13-

<PAGE>

     Broker-Dealer Agreements (including the reasonable compensation, expenses
     and disbursements of its agents and counsel) from amounts available
     therefor in the Administration Fund. The Issuer shall indemnify and hold
     harmless the Auction Agent for and against any loss, liability or expense
     incurred without negligence or bad faith on the Auction Agent's part,
     arising out of or in connection with the acceptance or administration of
     its agency under this Auction Agent Agreement and the Broker-Dealer
     Agreements, including the reasonable costs and expenses (including the
     reasonable fees and expenses of its counsel) of defending itself against
     any such claim or liability in connection with its exercise or performance
     of any of its duties hereunder and thereunder and of enforcing this
     indemnification provision; provided that the Issuer shall not indemnify the
     Auction Agent pursuant to this Section 6.4(c) for any fees and expenses
     incurred by the Auction Agent in the normal course of performing its duties
     hereunder and under the Broker-Dealer Agreements, such fees and expenses
     being payable as provided in Section 6.4(a) and (b) above.

     6.5  Compensation of the Broker-Dealers.

          (a) With respect to each series of the Series 2004-1 Notes, not later
     than 12:00 noon, New York City time, on each Interest Payment Date relating
     to such series, with respect to the Interest Period commencing on such
     Interest Payment Date, the Issuer, pursuant to Section 5(b) of the First
     Supplemental Indenture, shall pay to the Auction Agent, solely from moneys
     available therefor in the Administration Fund, an amount in cash equal to
     the product of (i) the Broker-Dealer Fee Rate times (ii) a fraction, the
     numerator of which is the number of days in such Interest Period and the
     denominator of which is 360, times (iii) the aggregate principal amount of
     Series 2004-1 Notes of such series that will be outstanding at the close of
     business on such Interest Payment Date (the "Broker-Dealer Fee"). The
     Auction Agent shall advise the Issuer of the amount referred to in the
     preceding sentence not later than 4:00 p.m., New York City time, at least
     two Business Days preceding such Interest Payment Date. The Auction Agent
     shall apply such monies as set forth in Section 2.5 of the Broker-Dealer
     Agreements.

          (b) After retaining an amount equal to the Auction Agent Fee as
     provided in Section 6.4 above, the Auction Agent shall pay the
     Broker-Dealer Fee as provided in Section 6.5(a) above solely out of amounts
     received by the Auction Agent pursuant to Section 5(b) of the First
     Supplemental Indenture. The Auction Agent shall advise the Issuer at least
     annually, at the request of an Authorized Issuer Officer, of the prevailing
     rate. The Broker-Dealer Fee Rate with respect to each series of the Series
     2004-1 Notes may be adjusted from time to time with the approval of an
     Authorized Issuer Officer upon a written request of the Auction Agent or
     RBC Dain Rauscher Inc., as the initial Broker-Dealer with respect to the
     Series 2004-1 Notes, delivered to the Trustee and the Issuer. The initial
     Broker-Dealer Fee Rate for all Series 2004-1 Notes shall be .25% per annum.
     If the Broker-Dealer Fee Rate is changed pursuant to the terms hereof, the
     Trustee shall notify the Auction Agent thereof. Any changes in the
     Broker-Dealer Fee Rate shall be effective on the Auction Date next
     succeeding such change.

                                      -14-

<PAGE>

     Section 7. Miscellaneous.

     7.1  Governing Law. This Auction Agent Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in such state, it being understood that the
corporate powers and legal capacity of the Issuer shall be construed and
interpreted in accordance with the laws of the State of Delaware.

     7.2  Communications. Except for (i) communications authorized to be made by
telephone pursuant to this Auction Agent Agreement or the Auction Procedures and
(ii) communications in connection with Auctions (other than those expressly
required to be in writing), all notices, requests and other communications to
any party hereunder shall be in writing (including facsimile or similar writing)
and shall be given to such party addressed to it at its address, or facsimile
number set below:

     If to the Trustee, addressed:        U.S. Bank National Association
                                          60 Livingston Avenue
                                          St. Paul, Minnesota 55107
                                          Attn: Corporate Trust
                                          Telephone: (651) 495-3907
                                          Facsimile: (651) 495-8096

     If to the Issuer, addressed:         Education Loans Incorporated
                                          105 First Avenue Southwest, Suite 200
                                          Aberdeen, South Dakota 57401
                                          Attn: President
                                          Telephone: (605) 622-4555
                                          Facsimile: (605) 622-4547

     If to the Auction Agent, addressed:  Deutsche Bank Trust Company Americas
                                          Trust & Securities Services
                                          60 Wall Street, 27th Floor
                                          New York, New York 10005
                                          Attention: Auction Rate Securities
                                          Telephone: (212) 250-6645
                                          Facsimile: (212) 797-8600

     If to the Market Agent, addressed:   RBC Dain Rauscher Inc.
                                          1211 Avenue of the Americas
                                          Suite 3102
                                          New York, New York 10036
                                          Attn: Craig W. Laraia, Short-Term Desk
                                          Telephone: (212) 703-6233
                                          Facsimile: (212) 703-8600

or such other address, telephone or facsimile number as such party may hereafter
specify for such purpose by notice in writing to the other parties. Each such
notice, request or

                                      -15-

<PAGE>

communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of the Trustee by an Authorized Trustee
Representative, on behalf of the Auction Agent by an Authorized Auction Agent
Officer and on behalf of the Issuer by an Authorized Issuer Officer.

     7.3  Entire Agreement. This Auction Agent Agreement contains the entire
agreement between the parties relating to the subject matter hereof, and there
are no other representations, endorsements, promises, agreements or
understandings, oral, written or inferred, between the parties relating to the
subject matter hereof.

     7.4  Benefits. Nothing herein, express or implied, shall give to any
person, other than the Trustee, acting on behalf of the beneficial owners of the
Series 2004-1 Notes, the Auction Agent, the Issuer and their respective
successors and assigns, any benefit of any legal or equitable right, remedy or
claim hereunder.

     7.5  Amendment; Waiver.

          (a) This Auction Agent Agreement shall not be deemed or construed to
     be modified, amended, rescinded, canceled or waived, in whole or in part,
     except by a written instrument signed by duly authorized representatives of
     the parties hereto.

          (b) The Trustee and the Issuer shall not enter into or approve any
     amendment of or supplement to the First Supplemental Indenture which
     materially affects the Auction Agent's duties or obligations under the
     First Supplemental Indenture without obtaining the prior written consent of
     the Auction Agent. The Trustee shall promptly notify the Auction Agent of
     any amendment of or supplement to the First Supplemental Indenture, and
     shall provide a copy thereof to the Auction Agent upon request.

          (c) Failure of a party hereto to exercise any right or remedy
     hereunder in the event of a breach hereof by any other party shall not
     constitute a waiver of any such right or remedy with respect to any
     subsequent breach.

     7.6  Successors and Assigns. This Auction Agent Agreement shall be binding
upon, inure to the benefit of and be enforceable by the respective successors
and assigns of each of the Trustee, the Issuer and the Auction Agent. This
Auction Agent Agreement may not be assigned by any party hereto absent the prior
written consent of the other parties hereto, which consents shall not be
unreasonably withheld.

     7.7  Severability. If any clause, provision or section hereof shall be
ruled invalid or unenforceable by any court of competent jurisdiction, the
invalidity or unenforceability of such clause, provision or section shall not
affect any of the remaining clauses, provisions or sections hereof.

     7.8  Execution in Counterparts. This Auction Agent Agreement may be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.

                                      -16-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Auction Agent
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the date first above written.

                                         EDUCATION LOANS INCORPORATED,
                                            as Issuer


                                         By: /s/ Michael A. Gort
                                             -----------------------------------
                                             Title: President


                                         U.S. BANK NATIONAL ASSOCIATION,
                                            as Trustee


                                         By: /s/ Cynthia S. Woodward
                                             -----------------------------------
                                             Title: Vice President


                                         DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                            as Auction Agent


                                         By: /s/ Lisa McDermid
                                             -----------------------------------
                                             Title: Assistant Vice President

                  [Signature Page for Auction Agent Agreement]

<PAGE>

                                    EXHIBIT A
                           TO AUCTION AGENT AGREEMENT

     LIST OF INITIAL BROKER-DEALERS WITH RESPECT TO THE SERIES 2004-1 NOTES

RBC Dain Rauscher Inc.

                                       A-1

<PAGE>

                                    EXHIBIT B
                           TO AUCTION AGENT AGREEMENT

                             BROKER-DEALER AGREEMENT

                                       B-1

<PAGE>

                                    EXHIBIT C
                           TO AUCTION AGENT AGREEMENT

                                NOTICE OF RATINGS

                          EDUCATION LOANS INCORPORATED
                         STUDENT LOAN ASSET-BACKED NOTES
                    SENIOR SERIES 2004-A1, A2, A3, A4 AND A5
                           SUBORDINATE SERIES 2004-B1

     NOTICE IS HEREBY GIVEN to the Auction Agent by the Issuer pursuant to
Section 2.3(a) of the Auction Agent Agreement that:

     1.   as of the date of this notice the rating by Moody's on the captioned
          Senior Series 2004-1 Notes is        [and such rating is [*"Aa3"or
                                        ------
          higher/lower than "Aa3"]]**;

     2.   as of the date of this notice the rating by Fitch on the captioned
          Senior Series 2004-1 Notes is       [and such rating is [*"AA-" or
                                        -----
          higher] [lower than "AA-"]]**;

     3.   as of the date of this notice the rating by Moody's on the captioned
          Subordinate Series 2004-1 Notes is        [and such rating is
                                             ------
          [*"      "or higher/lower than "       "]]**; and
             ------                       -------

     4.   as of the date of this notice the rating by Fitch on the captioned
          Subordinate Series 2004-1 Notes is       [and such rating is
                                             -----
          [*"       " or higher] [lower than "       "]]**.
             -------                          -------

     The Auction Agent may rely on such ratings for all purposes of the First
Supplemental Indenture, including determination of the Maximum Auction Rate
thereunder, from the date hereof until further notice from the undersigned
Education Loans Incorporated.

                                         EDUCATION LOANS INCORPORATED


                                         By:
                                             -----------------------------------
                                             Title:
                                                    ----------------------------
                                             Date:
                                                    ----------------------------

*    Choose one.

**   The information in the outer brackets will be used as applicable whenever
     the Moody's rating is not equal to "Aa3" and/or the Fitch rating is not
     equal to "AA-."

                                       C-1

<PAGE>

                                    EXHIBIT D
                           TO AUCTION AGENT AGREEMENT

                    NOTICE OF SERIES 2004-1 NOTES OUTSTANDING

                          EDUCATION LOANS INCORPORATED
                                  STUDENT LOAN
                               ASSET-BACKED NOTES
                     SENIOR SERIES 2004-A1 [A2][A3][A4][A5]
                          [SUBORDINATE SERIES 2004-B1]

     NOTICE IS HEREBY GIVEN that $          aggregate principal amount of Series
                                  ---------
2004-A1 [A2][A3][A4][A5][B1] Notes were outstanding at the close of business on
the immediately preceding Regular Record Date. Such aggregate principal amount
of Series 2004-A1 [A2][A3][A4][A5][B1] Notes, less $          aggregate
                                                    ---------
principal amount of Series 2004-A1 [A2][A3][A4][A5][B1] Notes to be redeemed by
the Issuer pursuant to the First Supplemental Indenture, for a net aggregate
principal amount of Series 2004-A1 [A2][A3][A4][A5][B1] Notes of $             ,
                                                                  -------------
will be available on the next Auction scheduled to be held on                .
                                                              ---------------

     Terms used herein have the meanings set forth in the First Supplemental
Indenture relating to the above-referenced issue.

                                         U.S. BANK NATIONAL ASSOCIATION,
                                            as Trustee


                                         By:
                                             -----------------------------------
                                            Title:
                                                   -----------------------------
                                            Date:
                                                   -----------------------------

                                       D-1

<PAGE>

                                    EXHIBIT E
                           TO AUCTION AGENT AGREEMENT

                            NOTICE OF FEE RATE CHANGE

                          EDUCATION LOANS INCORPORATED
                                  STUDENT LOAN
                               ASSET-BACKED NOTES
                    SENIOR SERIES 2004-A1, A2, A3, A4 and A5
                           SUBORDINATE SERIES 2004-B1

     NOTICE IS HEREBY GIVEN that the [Auction Agent Fee Rate] [Broker-Dealer Fee
Rate with respect to the Series 2004-A1 [A2][A3][A4][A5][B1] Notes] has been
changed in accordance with Section [6.4(b)] [6.5(b)] of the Auction Agent
Agreement. The new [Auction Agent Fee Rate] [Broker-Dealer Fee Rate with respect
to the Series 2004-A1 [A2][A3][A4][A5][B1] Notes] shall be       % per annum.
                                                           ------

     Terms used herein have the meanings set forth in the First Supplemental
Indenture relating to the above-referenced issue.

                                         DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                            as Auction Agent


                                         By:
                                             ------------------------------
                                            Title:
                                                   ------------------------
                                            Date:
                                                   ------------------------


APPROVED:

EDUCATION LOANS INCORPORATED


By:
    ----------------------------------
    Title:
           ---------------------------
    Date:
           ---------------------------

                                       E-1

<PAGE>

                                    EXHIBIT F
                           TO AUCTION AGENT AGREEMENT

                           NOTICE OF A PAYMENT DEFAULT

                          EDUCATION LOANS INCORPORATED
                                  STUDENT LOAN
                               ASSET-BACKED NOTES
                     SENIOR SERIES 2004-A1 [A2][A3][A4][A5]
                          [SUBORDINATE SERIES 2004-B1]

     NOTICE IS HEREBY GIVEN that a Payment Default has occurred and not been
cured with respect to the Series 2004-A1 [A2][A3][A4][A5][B1] Notes.
Determination of the Series 2004-1 Note Auction Rate on the Series 2004-1 Notes
pursuant to the Auction Procedures will be suspended. The Series 2004-1 Note
Auction Rate on each series of the Series 2004-1 Notes for each Auction Period
commencing after the date of Payment Default will equal the Non-Payment Rate (as
to each such series with respect to which a Payment Default exists) or the Net
Loan Rate (as to all other series), as the case may be, as it is determined by
the Trustee on the first day of such Auction Period.

     Terms used herein have the meanings set forth in the First Supplemental
Indenture relating to the above-referenced issue.

                                         DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                            as Auction Agent


                                         By:
                                             -----------------------------------
                                            Title:
                                                   -----------------------------
                                            Date:
                                                   -----------------------------

                                       F-1

<PAGE>

                                    EXHIBIT G
                           TO AUCTION AGENT AGREEMENT

                              SETTLEMENT PROCEDURES

     If not otherwise defined below, capitalized terms used herein shall have
the meanings given such terms in the First Supplemental Indenture. These
Settlement Procedures apply separately to each series of Series 2004-1 Notes.

          (a)  Not later than (1) 3:00 p.m., if the Series 2004-1 Note Auction
     Rate is the Auction Rate, or (2) 4:00 p.m., if the Series 2004-1 Note
     Auction Rate is the Net Loan Rate, on each Auction Date, the Auction Agent
     shall notify by telephone each Broker-Dealer that participated in the
     Auction held on such Auction Date and submitted an Order on behalf of an
     Existing Holder or Potential Holder of:

               (i)   the Series 2004-1 Note Auction Rate fixed for the next
          Interest Period;

               (ii)  whether there were Sufficient Bids in such Auction;

               (iii) if such Broker-Dealer (a "Seller's Broker-Dealer")
          submitted Bids or Sell Orders on behalf of an Existing Holder, whether
          such Bid or Sell Order was accepted or rejected, in whole or in part,
          and the principal amount of Series 2004-1 Notes, if any, to be sold by
          such Existing Holder;

               (iv)  if such Broker-Dealer (a "Buyer's Broker-Dealer") submitted
          a Bid on behalf of a Potential Holder, whether such Bid was accepted
          or rejected, in whole or in part, and the principal amount of Series
          2004-1 Notes, if any, to be purchased by such Potential Holder;

               (v)   If the aggregate principal amount of Series 2004-1 Notes to
          be sold by all Existing Holders on whose behalf such Seller's
          Broker-Dealer submitted Bids or Sell Orders exceeds the aggregate
          principal amount of Series 2004-1 Notes to be purchased by all
          Potential Holders on whose behalf such Buyer's Broker-Dealer submitted
          a Bid, the name or names of one or more Buyer's Broker-Dealers (and
          the name of the Participant, if any, of each such Buyer's
          Broker-Dealer) acting for one or more purchasers of such excess
          principal amount of Series 2004-1 Notes and the principal amount of
          Series 2004-1 Notes to be purchased from one or more Existing Holders
          on whose behalf such Seller's Broker-Dealer acted by one or more
          Potential Holders on whose behalf each of such Buyer's Broker-Dealers
          acted;

               (vi)  if the aggregate principal amount of Series 2004-1 Notes to
          be purchased by all Potential Holders on whose behalf such Buyer's
          Broker-Dealer submitted a Bid exceeds the aggregate principal amount
          of Series 2004-1 Notes to be sold by all Existing Holders on whose
          behalf such Seller's Broker-Dealer submitted a Bid or a Sell Order,
          the name or names of one or more Seller's Broker-Dealers (and the name
          of the Participant, if any, of each such Seller's

                                       G-1

<PAGE>

          Broker-Dealer) acting for one or more sellers of such excess principal
          amount of Series 2004-1 Notes and the principal amount of Series
          2004-1 Notes to be sold to one or more Potential Holders on whose
          behalf such Buyer's Broker-Dealer acted by one or more Existing
          Holders on whose behalf each of such Seller's Broker-Dealers acted;
          and

               (vii) the Auction Date for the next succeeding Auction.

          (b)  On each Auction Date, each Broker-Dealer that submitted an Order
     on behalf of any Existing Holder or Potential Holder shall:

               (i)   advise each Existing Holder and Potential Holder on whose
          behalf such Broker-Dealer submitted a Bid or Sell Order in the Auction
          on such Auction Date whether such Bid or Sell Order was accepted or
          rejected, in whole or in part;

               (ii)  in the case of a Broker-Dealer that is a Buyer's
          Broker-Dealer, advise each Potential Holder on whose behalf such
          Buyer's Broker-Dealer submitted a Bid that was accepted, in whole or
          in part, to instruct such Potential Holder's Participant to pay such
          Buyer's Broker-Dealer (or its Participant) through the Securities
          Depository the amount necessary to purchase the principal amount of
          Series 2004-1 Notes to be purchased pursuant to such Bid against
          receipt of such Series 2004-1 Notes;

               (iii) in the case of a Broker-Dealer that is a Seller's
          Broker-Dealer, instruct each Existing Holder on whose behalf such
          Seller's Broker-Dealer submitted a Sell Order that was accepted, in
          whole or in part, or a Bid that was accepted, in whole or in part, to
          instruct such Existing Holder's Participant to deliver to such
          Seller's Broker-Dealer (or its Participant) through the Securities
          Depository the principal amount of Series 2004-1 Notes to be sold
          pursuant to such Order against payment therefor;

               (iv)  advise each Existing Holder on whose behalf such
          Broker-Dealer submitted an Order and each Potential Holder on whose
          behalf such Broker-Dealer submitted a Bid of the Series 2004-1 Note
          Auction Rate for the next Interest Period;

               (v)   advise each Existing Holder on whose behalf such
          Broker-Dealer submitted an Order of the next Auction Date; and

               (vi)  advise each Potential Holder on whose behalf such
          Broker-Dealer submitted a Bid that was accepted, in whole or in part,
          of the next Auction Date.

          (c)  On the basis of the information provided to it pursuant to
     paragraph (a) above, each Broker-Dealer that submitted a Bid or Sell Order
     in an Auction is required to allocate any funds received by it in
     connection with such Auction pursuant to paragraph (b)(ii) above, and any
     Series 2004-1 Notes received by it in connection with such Auction pursuant
     to paragraph (b)(iii) above among the Potential Holders, if any, on whose
     behalf such Broker-Dealer submitted Bids, the Existing Holders, if any, on
     whose

                                       G-2

<PAGE>

     behalf such Broker-Dealer submitted Bids or Sell Orders in such Auction,
     and any Broker-Dealers identified to it by the Auction Agent following such
     Auction pursuant to paragraph (a)(v) or (a)(vi) above.

          (d)  On each Auction Date:

               (i)   each Potential Holder and Existing Holder with an Order in
          the Auction on such Auction Date shall instruct its Participant as
          provided in paragraph (b)(ii) or (b)(iii) above, as the case may be;

               (ii)  each Seller's Broker-Dealer that is not a Participant of
          the Securities Depository shall instruct its Participant to deliver
          such Series 2004-1 Notes through the Securities Depository to a
          Buyer's Broker-Dealer (or its Participant) identified to such Seller's
          Broker-Dealer pursuant to paragraph (a)(v) above against payment
          therefor; and

               (iii) each Buyer's Broker-Dealer that is not a Participant in the
          Securities Depository shall instruct its Participant to pay through
          the Securities Depository to Seller's Broker-Dealer (or its
          Participant) identified following such Auction pursuant to (a)(vi)
          above in the amount necessary to purchase Series 2004-1 Notes to be
          purchased pursuant to paragraph (b)(ii) above against receipt of such
          Series 2004-1 Notes.

          (e)  On the Business Date following each Auction Date:

               (i)   each Participant for a Bidder in the Auction on such
          Auction Date referred to in paragraph (d)(i) above shall instruct the
          Securities Depository to execute the transactions described under
          paragraph (b)(ii) or (b)(iii) above for such Auction, and the
          Securities Depository shall execute such transactions;

               (ii)  each Seller's Broker-Dealer or its Participant shall
          instruct the Securities Depository to execute the transactions
          described in paragraph (d)(ii) above for such Auction, and the
          Securities Depository shall execute such transactions; and

               (iii) each Buyer's Broker-Dealer or its Participant shall
          instruct the Securities Depository to execute the transactions
          described in paragraph (d)(iii) above for such Auction, and the
          Securities Depository shall execute such transactions.

          (f)  If an Existing Holder selling Series 2004-1 Notes in an Auction
     fails to deliver such Series 2004-1 Notes (by authorized book-entry), a
     Broker-Dealer may deliver to the Potential Holder on behalf of which it
     submitted a Bid that was accepted a principal amount of Series 2004-1 Notes
     that is less than the principal amount of Series 2004-1 Notes that
     otherwise was to be purchased by such Potential Holder. In such event, the
     principal amount of Series 2004-1 Notes to be so delivered shall be
     determined solely by such Broker-Dealer (but only in Authorized
     Denominations). Delivery of such lesser principal amount of Series 2004-1
     Notes shall constitute good delivery.

                                       G-3

<PAGE>

     Notwithstanding the foregoing terms of this paragraph (f), any delivery or
     nondelivery of Series 2004-1 Notes which shall represent any departure from
     the results of an Auction, as determined by the Auction Agent, shall be of
     no effect unless and until the Auction Agent shall have been notified of
     such delivery or nondelivery in accordance with the provisions of the
     Auction Agent Agreement and the Broker-Dealer Agreements. Neither the
     Trustee nor the Auction Agent will have any responsibility or liability
     with respect to the failure of a Potential Holder, Existing Holder or their
     respective Broker-Dealer or Participant to take delivery of or deliver, as
     the case may be, the principal amount of Series 2004-1 Notes purchased or
     sold pursuant to an Auction or otherwise.

                                       G-4

<PAGE>

                                    EXHIBIT H
                           TO AUCTION AGENT AGREEMENT

                    NOTICE OF CONTINUATION OF AUCTION PERIOD

                          EDUCATION LOANS INCORPORATED
                                  STUDENT LOAN
                               ASSET-BACKED NOTES
                     SENIOR SERIES 2004-A1 [A2][A3][A4][A5]
                          [SUBORDINATE SERIES 2004-B1]

     NOTICE IS HEREBY GIVEN that a condition for the establishment of a change
in the length of one or more Auction Periods for the captioned Series 2004-1
Notes has not been met. An Auction will therefor be held on the next Auction
Date (                   ) and the length of such Auction Period shall remain an
      -------------------
Auction Period of         days.
                  -------

                                         DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                            as Auction Agent


                                         By:
                                             -----------------------------------
                                            Title:
                                                   -----------------------------
                                            Date:
                                                   -----------------------------

                                       H-1

<PAGE>

                                    EXHIBIT I
                           TO AUCTION AGENT AGREEMENT

                    NOTICE OF SERIES 2004-1 NOTE AUCTION RATE

                          EDUCATION LOANS INCORPORATED
                                  STUDENT LOAN
                               ASSET-BACKED NOTES
                     SENIOR SERIES 2004-A1 [A2][A3][A4][A5]
                          [SUBORDINATE SERIES 2004-B1]

     NOTICE IS HEREBY GIVEN that [the Corporation Certificate and the Trustee
written statements, if any,] [Sufficient Bids] necessary for the establishment
of a change in the length of one or more Auction Periods for the captioned
Series 2004-1 Notes have not been provided. The Series 2004-1 Note Auction Rate
for the Auction Period commencing on                shall be the [Maximum
                                     --------------
Auction Rate] [Net Loan Rate] and such Auction Period shall remain an Auction
Period of       days.
          -----

                                         DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                            as Auction Agent


                                         By:
                                             -----------------------------------
                                            Title:
                                                   -----------------------------
                                            Date:
                                                   -----------------------------

                                       I-1