EXHIBIT 4.6



Exhibit 4.6


Interest Rate Cap Agreement


[1992 ISDA MASTER AGREEMENT (MULTICURRENCY - CROSS BORDER)]


Date:  June 22, 2000



PARTY A



KEY BANK USA, NATIONAL ASSOCATION


By:    /s/ Randall M. Behm      
               
            

         Name:   Randall M. Behm

         Title:  Senior Vice President





PARTY B



KEYCORP STUDENT LOAN TRUST 2000-A


By:     Bank One, National Association, not in its individual

          capacity, but solely as Eligible Lender Trustee


By:    /s/ Keith R. Richardson      
               
            

         Name:    Keith R. Richardson

         Title:  Authorized Officer





SCHEDULE

                                     to the

                              ISDA MASTER AGREEMENT

                                   dated as of

                                  June 22, 2000



                                     between



                       KEY BANK USA, NATIONAL ASSOCIATION,

  a national banking association organized under the laws of the United States

                                  ("Party A"),



                                       and



                       KEYCORP STUDENT LOAN TRUST 2000-A,

            a trust organized under the laws of the State of New York

                                  ("Party B").



Part 1. Termination Provisions.


	 	(a)	 	"Specified Entity"




	 	 	(i)	 	means, in relation to Party A, not applicable; and





	 	 	(ii)	 	means, in relation to Party B, not applicable.





	 	(b)	 	The "Cross Default" provisions of Section 5(a)(vi) will not apply to
Party A and will not apply to Party B.




	 	(c)	 	The "Credit Event Upon Merger" provisions of Section 5(b)(iv) shall
not apply to Party A and shall not apply to Party B.





	 	(d)	 	The "Automatic Early Termination" provision of Section 6(a) will not
apply to Party A and will not apply to Party B.





	 	(e)	 	Payments on Early Termination. For the purpose of Section 6(e): Loss and
Second Method shall apply; provided, however, that the definition of the term
"Loss" in Section 14 shall be deleted in its entirety and shall be replaced by
the following new definition:



"Loss" means $300,000, which shall be payable by Party A to Party B.



The parties agree that Loss (as herein defined) is a reasonable pre-estimate of
the loss that would result from an early termination of the Sole Transaction (as
such term is defined in Part 5(a)) and not a penalty. Such amount will be
payable for the loss of bargain and the loss of protection against future risks,
and except as otherwise provided in the Agreement, neither party will be
entitled to recover any additional damages as a consequence of such losses.
Prior to an early termination of the Sole Transaction, the provisions of this
Part 1(e) shall not bar Party B from bringing an action or actions against Party
A in a court of competent jurisdiction to enforce its rights to receive any
amount or amounts due and unpaid from Party A to Party B under the terms of
Section 2(a)(i) and the Sole Transaction.



From and after an early termination of the Sole Transaction, either party shall
have the right to net or setoff any amount then due and owing from it to the
other party with respect to the Sole Transaction against any amount then due and
owing from the other party to it with respect to the Sole
Transaction.




	 	(f)	 	"Termination Currency" means United States Dollars.




	 	(g)	 	Limitation of Events of Default and Termination Events. Notwithstanding
any other provision of the Agreement, the only Events of Default and Termination
Events that shall be applicable to Party A are those set forth in Sections
5(a)(i), 5(a)(vii) and 5(b)(i), and the only Events of Default and Termination
Events that shall be applicable to Party B are those set forth in Sections
5(a)(i) and 5(b)(i).






Part 2.  Tax Representations.


	 	(a)	 	Payer Tax Representations. For the purposes of Section 3(e), neither Party
A, nor Party B makes any representations.





	 	(b)	 	Payee Tax Representations.




	 	 	 	(i)  For the purposes of Section 3(f), Party A makes the following representations:



It is a national banking association duly organized and existing under the laws
of the United States.



(ii) For the purposes of Section 3(f), Party B makes the following
representations:



It is a trust duly organized and existing under the laws of the State of
Delaware.







Part 3. Agreement to Deliver Documents


	 	(a)	 	For the purpose of Section 4(a):



Tax forms, documents, or certificates to be delivered are:





	 	
Party
B agrees to complete (accurately and in a manner reasonably satisfactory to
Party A), execute, and deliver to Party A a United States Internal Revenue
Service Form W-9, or any successor form, which will certify that Party B is not
subject to backup withholding (i) on a date which is before the first Scheduled
Payment Date under this Agreement (the “Form W-9 Submission Date”),
and thereafter prior to the end of the calendar year in which the second
anniversary of the Form W-9 Submission Date occurs, and thereafter prior to the
end of each successive three calendar year period, (ii) promptly upon reasonable
demand by Party A, and (iii) promptly upon learning that any such form
previously provided by Party B has become obsolete or incorrect.




	 	(b)	 	Other documents to be delivered are:







	Party

                          required to

                         deliver
                          	Form/Document/Certificate
	Date by

                          which to be

                          delivered
                         	 	Covered by

                            Section 3(d)

                            Representation 




	Party A and

                         Party B
                          	Evidence of authority of the party to

                         enter into this Agreement and the Sole

                         Transaction (as defined in Part 5(a))

                         contemplated hereby and of the signatory

                         for such party to this Agreement and the

                         Confirmation of such Sole Transaction.
                         	Upon

                         execution of

                         this

                         Agreement 	 	Yes




	Party A
 	Copy of the most recent Call Report filed

                         by Party A with the Office of the

                         Comptroller of the Currency.
                         	Promptly
                         following
                         reasonable
                         demand by

                         Party B
                         	 	Yes





Part 4. Miscellaneous


	 	(a)	 	Addresses for Notices. For the purpose of Section 12(a):



Address for notices or communications to Party A:





	 	 	 	Address:

                         

                         

                         

                         Attention:

                         Telephone:

                         Facsimile:
                         	 	Key Bank USA, National Association

                         M.C. OH-01-27-0405

                         127 Public Square - 4th Floor

                         Cleveland, Ohio 44144

                         Trading Desk - Manager, Interest Rate Derivatives

                         (216) 689-3832

                         (216) 689-5859
                         




	 	 	 	Address for notices or communications to Party B:
                         




	 	 	 	Address:

                         

                         

                         

                         Attention:

                         Telephone:

                         Facsimile:
                         	 	KeyCorp Student Loan Trust 2000-A

                         c/o Bank One National Association

                         1 Bank One Plaza

                         Suite IL1-0126

                         Chicago, Illinois 60670

                         Corporate Trust Services

                         (312) 407-0192

                         (312) 407-1708
                                 




	 	 	 	with a copy to the Administrator (as such term is
defined in Appendix A to the Sale and Servicing Agreement dated as of June 1,
2000, among Key Bank USA, National Association, as seller, administrator and
master servicer, KeyCorp Student Loan Trust 2000-A, as issuer, and Bank One,
National Association, as eligible lender trustee (the “Sale and Servicing
Agreement”)) in the event that Key Bank USA, National Association ceases to
be the Administrator.



Address for notices or communications to the Securities Insurer:

	 




	 	 	 	Address:

                         

                         

                         

                         Attention:

                         Telephone:

                         Facsimile:
                         	 	MBIA Insurance Corporation

                         113 King Street

                         Armonk, New York  10504

                         

                         Insured Portfolio Management-SF

                    (914) 273-4545

                 (914) 765-3810




	 	(b)	 	Process Agent.  For the purpose of Section 13(c):



Party A appoints as its Process Agent:  Not applicable.



Party B appoints as its Process Agent:  Not applicable.






	 	(c)	 	Offices.  The provisions of Section 10(a) will apply to this Agreement.





	 	(d)	 	      Multibranch Party.  For the purpose of Section 10(c):

                         

                                Party A is not a Multibranch Party.

                         

                               Party B is not a Multibranch Party.
                         




	 	(e)	 	Calculation Agent.  The Calculation Agent is the Administrator.





	 	(e)	 	
Credit Support Document. Details of any Credit Support Document, each of
which are incorporated by reference in, and made part of, this Agreement and
each Confirmation (unless provided otherwise in a Confirmation) as if set forth
in full in this Agreement or such Confirmation: Not applicable.




	 	(g)	 	Credit Support Provider. Credit Support Provider
means, in relation to Party A, not applicable. Credit Support Provider means in
relation to Party B, not applicable.




	 	(h)	 	Governing Law. This Agreement will be governed by
and construed in accordance with the law of the State of New York (without
reference to its choice of law doctrine).





	 	(j)	 	Netting of Payments. Subparagraph (ii) of Section 2(c) will apply to
Transactions.






Part 5. Other Provisions.


	 	(a)	 	Sole Transaction. Notwithstanding any other provision of this Agreement,
this Agreement shall govern only one Transaction (the "Sole Transaction"). A
copy of the form of Confirmation for the Sole Transaction is attached hereto as
Exhibit A.





	 	(b)	 	Isolation of Sole Transaction. Notwithstanding Section 6, any designation of
an Early Termination Date in respect of the Sole Transaction shall apply only to
the Sole Transaction.





	 	(c)	 	Accuracy of Specified Information. Section 3(d) is hereby amended by
adding in the third line thereof after the word “respect” and before
the period, the phrase “or, in the case of audited or unaudited financial
statements, a fair presentation of the financial condition of the relevant
person.”





	 	(d)	 	Additional Representations. The parties agree to amend Section 3 by adding
new Sections 3(g), (h), (i) and (j) as follows:





	 	(g)	 	Eligible Swap Participant. It is an "eligible swap participant" as defined
in the Part 35 Regulations of the Commodity Futures Trading Commission.





	 	(h)	 	Line of Business. It has entered into this Agreement and the Sole
Transaction in conjunction with its line of business (including financial
intermediation services) or the financing of its business.





	 	(i)	 	Non-Reliance. In connection with the negotiation of, the entering into, and
the confirming of the execution of, this Agreement and the Sole Transaction: (i)
the other party is not acting as a fiduciary or financial or investment advisor
for it; (ii) it is acting as a principal and not as an agent or in any other
capacity, fiduciary or otherwise; (iii) it is not relying upon any
representations (whether written or oral) of the other party other than the
representations expressly set forth in this Agreement and (iv) it has consulted
with its own legal, regulatory, tax, business, investment, financial, and
accounting advisors to the extent it has deemed necessary, and it has made its
own investment, hedging and trading decisions based on its own judgment and upon
any advice from such advisors as it has deemed necessary and not upon any view
expressed by the other party.





	 	(j)	 	Assessment and Understanding. It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this Agreement
and the Sole Transaction. It is also capable of assuming, and assumes, the risks
of the Sole Transaction.





(e)     FDI Act Representation. Party A
represents to Party B as follows:

	 	(i)	 	The necessary action to authorize referred to in the representation in Section
3(a)(ii) includes all authorizations required under the U. S. Federal Deposit
Insurance Act, as amended and under any agreement, writ, decree, or order
entered into with its supervisory authorities.





	 	(ii)	 	At all times during the term of this Agreement, it will continuously include and
maintain as part of its official written books and records this Agreement, this
Schedule and all other exhibits, supplements, and attachments hereto and
documents incorporated by reference herein, all Confirmations, and evidence of
all necessary authorizations.





	 	(iii)	 	This Agreement, the Confirmation of the Sole Transaction, and any other
documentation relating to this Agreement to which it is a party or that it is
required to deliver will be executed and delivered by a duly appointed or
elected and authorized officer of it of the level of vice president or higher.





	(f)
	
   	No Bankruptcy Petition. Prior to the date that
is one year and one day after the date upon which Party B is terminated in
accordance with the terms of the Amended and Restated Trust Agreement dated as
of June 1, 2000, between Key Bank USA, National Association, as seller, and Bank
One, National Association, as eligible lender trustee (the “Eligible Lender
Trustee”), Party A shall not institute against, or join any other person in
instituting against, Party B any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding, or other proceedings under any federal or
state bankruptcy or similar law.





	(g)		Obligations of Party B. Party A agrees that all obligations, liabilities
and expenses of Party B, including, without limitation, any arising out of
representations or agreements contained herein, shall be paid from, and limited
to, the assets of Party B and that the Eligible Lender Trustee shall not be
required to spend or risk its own funds hereunder, nor shall the Trustee incur
any liability in its individual capacity.





	(h)	 	No Setoff. Notwithstanding any other provision of the Agreement, in no
event shall either Party A or Party B have the right to setoff or net an amount
due from it under the Sole Transaction against an amount due from the other
party under any other Transaction, nor shall either Party A or Party B have the
right to setoff or net an amount due from it under any Transaction that is not
the Sole Transaction against an amount due from the other party under the Sole
Transaction. Notwithstanding any other provision of this Agreement, the amount
payable under Section 6(e) upon termination of the Sole Transaction shall be
determined without regard to any Transaction other than the Sole Transaction.





	 	(i)	 	Amendments. Section 9(b) of this Agreement is hereby amended by adding
the following after the word "system" in the last line thereof:



", provided, however, that all such amendments, modifications or waivers shall
require (as long as no Securities Insurer Default shall have occurred and be
continuing) the consent (which consent shall not be unreasonably withheld) of
the Securities Insurer."





	 	(j)	 	Limited Recourse to Party B. Notwithstanding anything to the contrary
contained herein, all obligations of Party B shall be payable by Party B only on
each Distribution Date to the extent that funds are available under Section 5.05
(c) of the Sale and Servicing Agreement or Section 5.04(b) or 5.04(c)of the
Indenture (as the case may be) and, to the extent such funds are not available
or are insufficient for the payment thereof, shall not constitute a claim
against the Trust to the extent of such unavailability or insufficiency until
such time as the Trust has assets sufficient to pay such prior deficiency. This
paragraph shall survive the termination of this Agreement but in all cases shall
expire concurrently with the restriction specified in Part 5(f).





	 	(k)	 	A copy of each notice or other communication between the parties with respect to
this Agreement shall be forwarded to the Securities Insurer.







          IN WITNESS
WHEREOF, the parties have executed this document on the respective dates
specified below with effect from the date specified on the first page of this
document. 


	KEY BANK USA,

                         NATIONAL ASSOCIATION
                         	 	 KEYCORP STUDENT LOAN

                          TRUST 2000-A

                          By Bank One, National Association, not in

                          its individual capacity, but solely as

                          Eligible Lender Trustee 








	By:  /s/ Randall M. Behm     
                                  

                         Name:  Randall M. Behm

                         Title: Senior Vice President

                         Date:    6/22/2000
                          	 	 By: /s/ Keith R. Richardson     
                                   

                          Name:  Keith R. Richardson

                          Title:    Authorized Officer

                          Date:    6/22/2000
                         







 June 22, 2000


Interest Rate (Basis Spread) Cap Documentation

KEYCORP STUDENT LOAN TRUST 2000-A

c/o Bank One, National Association

One Bank One Plaza

Suite IL-0126

Chicago, Ill, 60670

Fax:     (312) 407-1708

cc:      (212) 373-1382

Attention: Corporate Trust Services


From:    KEY BANK USA, NATIONAL ASSOCIATION


          The purpose of this
communication is to set forth the terms and conditions of the Interest Rate
(Basis Spread) Cap Transaction (the “Transaction”) between KEY BANK
USA, NATIONAL ASSOCIATION (“Party A”) and KEYCORP STUDENT LOAN
TRUST 2000-A (“Party B”) on the Trade Date specified below. This
communication will constitute a “Confirmation” as referred to in the
ISDA Master Agreement (Multicurrency - Cross Border) dated as of June 22, 2000,
entered into by the parties hereto (the “ISDA Master Agreement”). 


          The definitions
and provisions contained in the 1991 ISDA Definitions as supplemented by the
1998 Supplement to the 1991 ISDA Definitions (collectively, the
“Definitions”), both as published by the International Swaps and
Derivatives Association, Inc. (“ISDA”), are incorporated herein. 


          This
Confirmation supplements, forms part of and is subject to the ISDA Master
Agreement. All provisions contained in the ISDA Master Agreement will govern
this Confirmation, except as expressly modified below. In the event of any
inconsistency among or between the ISDA Master Agreement, the Definitions and
this Confirmation, this Confirmation will govern. 


          Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them
(either directly or by incorporation) in the ISDA Master Agreement and Appendix
A of the Sale and Servicing Agreement (as of the Trade Date). The term
“Business Day” shall have the meaning ascribed thereto in Appendix A
of the Sale and Servicing Agreement. 


                 
          1.   
     The terms of the particular Transaction to which this Confirmation relates
are as follows:

	 	Trade Date:



Effective Date:	 	June 22, 2000



June 22, 2000




	 	Termination Date:	 	The earlier of (i) the date on which the outstanding principal amount of the
Notes is reduced to zero, (ii) August 25, 2010 subject to adjustment in
accordance with the Following Business Day Convention and (iii) the occurrence
and continuation of an Event of Default under the Indenture resulting in a
liquidation of the Financed Student Loans.





	 	Calculation Agent:	 	The Administrator (as defined in Appendix A of the Sale
and Servicing Agreement)



Floating Rate Amounts Payable By Party A:


	 	Party A

                    Floating Rate Payments:	 	

With respect to each Distribution Date, the sum of the Class A-1 Cap Payment and
the Class A-2 Cap Payment, all as defined and in the amounts provided for in
Appendix A of the Sale and Servicing Agreement.





	 	Party A Floating Rate

                         Payment Dates:
	 	

One Business Day prior to each Distribution Date.



Fixed Rate Payment:


	  	Fixed Rate Payer:

                         

                                  Fixed Rate Payment:

                         

                                  Fixed Rate Payment Date:
	 	Party B



USD 300,000



June 22, 2000



Floating Rate Amounts Payable by Party B:


	  	Party B Floating Rate

                         Payments:
                         	 	

With respect to each Distribution Date, the amounts, if any, available for
distribution pursuant to Section 5.05(c)(xii) of the Sale and Servicing
Agreement or Sections 5.04(b) NINTH or Section 5.04(c)(xii) of the Indenture, as
applicable.





	 	 Party B Floating Rate

                          Payment Dates:
                         	 	One Business Day prior to each Distribution Date.








2.          Account Details:


	 	           Payments to Party A:



           KEYBANK NATIONAL ASSOCIATION

           ABA 0410001039

           AC 1553

           ATTENTION: DERIVATIVE OPERATIONS

           CREDIT TO KEYBANK USA



           Payments to Party B:



           KEYBANK NATIONAL ASSOCIATION

           ABA 0410001039

           AC 35-214-101-1705





4.          Other Terms:


Each capitalized term used in this Confirmation and not defined
in this Confirmation or Appendix A of the Sale and Servicing Agreement or the
Definitions shall have the meaning assigned in the ISDA Master Agreement. 


Notwithstanding any contrary provision of the ISDA Master
Agreement, the obligation, if any, of Party B to make Party B Floating Amount
Payments shall survive any early termination of this Transaction pursuant to
Section 6 of the ISDA Master Agreement. 


Please promptly confirm that the preceding correctly sets forth
the terms of our agreement by executing the copy of this Confirmation enclosed
for that purpose and returning it to us. 


	 	Yours sincerely,



KEY BANK USA, NATIONAL

ASSOCIATION





By:  /s/ Randall M. Behm        
      

Name:   Randall M. Behm

Title:   Senior Vice President





Confirmed as of the date first written:



KEYCORP STUDENT LOAN TRUST 2000-A



By: Bank One, National Association

not in its individual capacity but solely

as Eligible Lender Trustee



By:  /s/ Keith R. Richardson       
         

Name: Keith R. Richardson

Title: Authorized Officer