First Supplemental Indenture of Trust



 EXHIBIT 4.2 

  
 FIRST SUPPLEMENTAL INDENTURE
OF TRUST 
  
 by and among 

 
 EDUCATION FUNDING CAPITAL
TRUST-IV 
  
 and 
  
 U.S. BANK NATIONAL ASSOCIATION,

 as Indenture Trustee 
  
 and 
  
 FIFTH THIRD BANK, 
 as Trust Eligible Lender
Trustee 
  
 Dated as of May 1, 2004 
  

  









 FIRST SUPPLEMENTAL INDENTURE OF
TRUST 
  
 THIS FIRST
SUPPLEMENTAL INDENTURE OF TRUST (this “Supplemental Indenture”) dated as of May 1, 2004 is by and between EDUCATION FUNDING CAPITAL
TRUST-IV, a Delaware statutory trust (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as
indenture trustee (the “Indenture Trustee”), and FIFTH THIRD BANK, a banking corporation organized under the laws of the State of Ohio, as Trust Eligible Lender Trustee (the “Trust Eligible
Lender Trustee”). All capitalized terms used in these preambles, recitals and granting clauses shall have the same meanings assigned thereto in the Indenture (defined below). 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Issuer has previously entered into an Indenture of Trust dated as of May 1, 2004 (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 May 12, 2004 (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 

  

  
 First Supplemental
Indenture 








 
Indenture or 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 
  
 First Supplemental Indenture 








 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-IV,




					
	 	 	By U.S. Bank National Association, not in its individual capacity, but solely as Co-Owner Trustee on behalf of the Trust
			
	 	 	 By:
	 	/s/    DANIEL R. BLEY        
	 	 	 	 	

	 	 	 Name:
	 	Daniel R. Bley
	 	 	 Title:
	 	Vice President & Trust Officer


  

					
	 U.S. NATIONAL BANK, not in its individual capacity but solely as Indenture
Trustee

			
	 By:
	 	 	 	/s/    DANIEL R. BLEY        
	 	 	 	 	

	 	 	 Name:
	 	Daniel R. Bley
	 	 	 Title:
	 	Vice President & Trust Officer


  

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

			
	By:	 	 	 	/s/    CRAIG W. TULEY        
	 	 	 	 	

	 	 	 Name:
	 	Craig W. Tuley
	 	 	 Title:
	 	Vice President


  

  
 First Supplemental
Indenture