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                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

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                      FIRST SUPPLEMENTAL INDENTURE OF TRUST

                                 by and between

                       EDUCATION FUNDING CAPITAL TRUST-II

                                       and

                                FIFTH THIRD BANK,
                              as Indenture Trustee

                                       and

                                FIFTH THIRD BANK,
                        as Trust Eligible Lender Trustee

                            Dated as of April 1, 2003

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                      FIRST SUPPLEMENTAL INDENTURE OF TRUST

        THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST (this "Supplemental
Indenture") dated as of April 1, 2003 is by and between EDUCATION FUNDING
CAPITAL TRUST-II, a Delaware statutory trust (the "Issuer"), FIFTH THIRD BANK, a
banking corporation organized under the laws of the State of Ohio, as indenture
trustee (the "Indenture Trustee"), and FIFTH THIRD BANK, a banking corporation
organized under the laws of the State of Ohio, as Trust Eligible Lender Trustee
(the "Trust Eligible Lender Trustee"). All capitalized terms used in these
preambles, recitals and granting clauses shall have the same meanings assigned
thereto in the Indenture (defined below).

                              W I T N E S S E T H:

        WHEREAS, the Issuer has previously entered into an Indenture of Trust
dated as of April 1, 2003 (the "Indenture") among the Issuer, the Indenture
Trustee and the Trust Eligible Lender Trustee; and

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

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

        WHEREAS, the Issuer and Citibank, N.A., New York ("Citibank"), have
entered into that certain ISDA Master Agreement and its associated Schedule and
Confirmation, each dated as of April 10, 2003 (collectively, the "Citibank
Swap");

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

        Section 1. Until the termination of the Citibank Swap in accordance with
its terms and the payment of all amounts due thereunder, Section 2.03 of the
Indenture is hereby amended to add the paragraph set forth below as a new fifth
paragraph of Section 2.03. After the termination of the Citibank Swap and the
payment of all amounts due thereunder, the amendments set forth in this Section
1 shall be void and of no further force and effect.

                Notwithstanding any provision of this Indenture to the contrary,
        including the definitions of "Noteholder" and "Obligations" and the
        usage of those terms throughout this Indenture, no Counterparty shall
        have any consent rights, any voting rights, any rights to direct
        remedies upon the occurrence of an Event of Default, any rights to
        request the removal and replacement of the Indenture Trustee, or any
        similar rights granted hereunder to Noteholders or holders of
        Obligations; provided, however, that each Counterparty shall have the
        right to consent to any amendment to the Indenture that materially and
        adversely affects the amount, timing, and priority of payments due to
        that Counterparty under the Indenture or

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        that materially and adversely affects the Issuer's ability to make
        payments due to that Counterparty under the Indenture.

        Section 2. Until the termination of the Citibank Swap in accordance with
its terms and the payment of all amounts due thereunder, Section 8.13 of the
Indenture is hereby deleted in its entirety. After the termination of the
Citibank Swap and the payment of all amounts due thereunder, the amendments set
forth in this Section 2 shall be void and of no further force and effect.

        Section 3. The provisions of the Indenture are hereby ratified, approved
and confirmed, except as otherwise expressly modified by this Supplemental
Indenture.

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

                                        2

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        IN WITNESS WHEREOF, the Issuer, the Indenture Trustee, and the Trust
Eligible Lender Trustee have caused this Supplemental Indenture to be duly
executed by their respective officers, thereunto duly authorized and duly
attested, all as of the day and year first above written.

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

                                            By: /s/ Brian J. Gardner
                                                --------------------------------
                                            Name:   Brian J. Gardner
                                            Title: Assistant Vice President

                                        FIFTH THIRD BANK, not in its individual
                                            capacity but solely as Indenture
                                            Trustee

                                        By: /s/ Brian J. Gardner
                                            ------------------------------------
                                              Name:   Brian J. Gardner
                                              Title: Assistant Vice President

                                        FIFTH THIRD BANK, not in its individual
                                            capacity but solely as Trust
                                            Eligible Lender Trustee

                                        By: /s/ Brian J. Gardner
                                            ------------------------------------
                                              Name:   Brian J. Gardner
                                              Title: Assistant Vice President