BROKER-DEALER AGREEMENT

 

<PAGE>

 

                                                                     Exhibit 4.4

 

                            Broker-Dealer Agreement dated as of February 1, 2004

 

 

                             BROKER-DEALER AGREEMENT

 

                                      BETWEEN

 

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,

 

                                AS AUCTION AGENT

 

                                       AND

 

                             RBC DAIN RAUSCHER INC.,

                                 AS BROKER-DEALER

 

                          DATED AS OF FEBRUARY 1, 2004

 

                                   RELATING TO

 

                          EDUCATION LOANS INCORPORATED

                         STUDENT LOAN ASSET-BACKED NOTES

                    SENIOR SERIES 2004-A1, A2, A3, A4 AND A5

                                       AND

                           SUBORDINATE SERIES 2004-B1

 

<PAGE>

 

                            Broker-Dealer Agreement dated as of February 1, 2004

 

                              BROKER-DEALER AGREEMENT

 

          This BROKER-DEALER AGREEMENT (the "Broker Dealer Agreement"), dated as

of February 1, 2004, is by and between DEUTSCHE BANK TRUST COMPANY AMERICAS, a

New York banking corporation (together with its successors and assigns, the

"Auction Agent"), pursuant to authority granted to it in the Auction Agent

Agreement, defined below, acting not in its individual capacity, but solely as

agent for Education Loans Incorporated (the "Corporation"), a Delaware

corporation and RBC DAIN RAUSCHER INC. (together with its respective successors

and assigns, the "Broker-Dealer").

 

                                    RECITALS

 

          The Corporation proposes to cause the Trustee, defined below, to

authenticate and deliver $83,900,000 aggregate principal amount of its Student

Loan Asset-Backed Notes, Senior Series 2004-A1 (the "Series 2004-A1 Notes"),

$83,900,000 aggregate principal amount of its Student Loan Asset-Backed Notes,

Senior Series 2004-A2 (the "Series 2004-A2 Notes"), $83,900,000 aggregate

principal amount of its Student Loan Asset-Backed Notes, Senior Series 2004-A3

(the "Series 2004-A3 Notes"), $83,900,000 aggregate principal amount of its

Student Loan Asset-Backed Notes, Senior Series 2004-A4 (the "Series 2004-A4

Notes"), $83,900,000 aggregate principal amount of its Student Loan Asset-Backed

Notes, Senior Series 2004-A5 (the "Series 2004-A5 Notes," and together with the

Series 2004-A1 Notes, the Series 2004-A2 Notes, with the Series 2004-A3 Notes

and the Series 2004-A4 Notes, the "Series 2004-1 Senior Notes"), and $42,500,000

aggregate principal amount of its Student Loan Asset-Backed Notes, Subordinate

Series 2004-B1 (the "Series 2004-B1 Notes," and together with the Series 2004-1

Senior 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"), executed in accordance with the

Indenture of Trust, dated as of February 1, 2004 (the "Indenture"), each between

the Corporation and U.S. Bank National Association (together with its successors

and assigns, the "Trustee"). The Series 2004-1 Notes are being issued as

adjustable rate securities.

 

          The First Supplemental Indenture provides that the Series 2004-1 Note

Auction Rate for each Interest Period after the Initial Interest Period shall

equal the lesser of the Net Loan Rate and the Auction Rate, but in no event

shall exceed 18% per annum with respect to the Series 2004-1 Notes.

 

          Pursuant to Section 2.9(a) of the Auction Agent Agreement, dated as of

February 1, 2004, among the Trustee, the Auction Agent and the Corporation (the

"Auction Agent Agreement"), the Trustee has directed the Auction Agent to

execute and deliver this Broker-Dealer Agreement.

 

          The Auction Procedures require the participation of one or more

Broker-Dealers.

 

          NOW, THEREFORE, in consideration of the mutual covenants contained

herein and other good and valuable consideration, the receipt and sufficiency of

which is hereby acknowledged, the Auction Agent, as agent of the Corporation,

and the Broker-Dealer agree as follows:

 

<PAGE>

 

                            Broker-Dealer Agreement dated as of February 1, 2004

 

          Section 1.   Definitions and Rules of Construction

                      -------------------------------------

 

          1.1.   Terms Defined by Reference to the 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, defined below, the

following terms shall have the following meanings, unless the context otherwise

requires:

 

          "Applicable Series 2004-1 Note Auction Rate" shall mean the Series

2004-1 Note Auction Rate as defined in the First Supplemental Indenture.

 

          "Authorized Officer" shall mean, with respect to the Auction Agent,

each Managing Director, Vice President, Assistant Vice President, and Associate

assigned to its Trust and Securities Services and every other officer or

employee of the Auction Agent designated as an "Authorized Officer" for purposes

of this Agreement in a communication to the Broker-Dealer.

 

          "Broker-Dealer Officer" shall mean each officer or employee of the

Broker-Dealer designated as a "Broker-Dealer Officer" for purposes of this

Broker-Dealer Agreement in a communication to the Auction Agent.

 

          "Beneficial Owner" shall mean a beneficial owner of any of the Series

2004-1 Notes.

 

          "Notice of Failure to Deliver or Make Payment" 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 hereto.

 

          "Order Form" shall mean the form to be submitted by any Broker-Dealer

on or prior to any Auction Date substantially in the form of Exhibit B hereto.

 

          "Settlement Procedures" shall mean the Settlement Procedures attached

hereto as Exhibit A.

 

          1.3.   Rules of Construction

                ---------------------

 

          Unless the context or use indicate another or different meaning or

intent, the following rules shall apply to the construction of this Agreement;

 

          (a)    Words importing the singular number shall include the plural

number and vice versa.

 

                                        -2-

 

<PAGE>

 

                            Broker-Dealer Agreement dated as of February 1, 2004

 

          (b)    The captions and headings herein are solely for convenience of

reference and shall not constitute a part of this Agreement nor, shall they

affect its meaning, construction or effect.

 

          (c)    The words "hereof," "herein," "hereto," and other words of

similar import refer to this Broker-Dealer 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 Broker-Dealer and the Auction Agent

under this Broker-Dealer Agreement shall apply to all series of the Series

2004-1 Notes, but separately. References to "Series 2004-1 Notes," unless the

context clearly contemplates a reference to all Series 2004-1 Notes, shall refer

only to the Series 2004-A1 Notes as to rights and duties regarding Series

2004-A1 Notes; only to the Series 2004-A2 Notes as to rights and duties

regarding Series 2004-A2 Notes; only to the Series 2004-A3 Notes as to rights

and duties regarding Series 2004-A3 Notes; only to the Series 2004-A4 Notes as

to rights and duties regarding Series 2004-A4 Notes; only to the Series 2004-A5

Notes as to rights and duties regarding Series 2004-A5 Notes; and only to the

Series 2004-B1 Notes as to rights and duties regarding Series 2004-B1 Notes.

 

          Section 2.   The Auction

                      -----------

 

          2.1.   Incorporation by Reference of Auction Procedures and Settlement

                ---------------------------------------------------------------

                Procedures

                ----------

 

          (a)    On each Auction Date, the provisions of the Auction Procedures

will be followed by the Auction Agent for the purpose of determining the

Applicable Series 2004-1 Note Auction Rate for each Auction Period after 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 of this Broker-Dealer Agreement to the same

extent as if such provisions were fully set forth herein.

 

          (c)    The Broker-Dealer and other Broker-Dealers may participate in

Auctions for their own accounts.

 

          2.2.   Preparation for Each Auction

                ----------------------------

 

          (a)    Not later than 9:30 A.M. on each Auction Date for the Series

2004-1 Notes, the Auction Agent shall advise the Broker-Dealer by telephone of

the All Hold Rate, the Maximum Auction Rate, the Net Loan Rate and the One-month

LIBOR or the Three-month LIBOR, as the case may be.

 

          (b)    If the Auction Date for any Auction shall be changed after the

Auction Agent has given notice of such Auction Date pursuant to clause (vii) of

paragraph (a) of the

 

                                       -3-

 

<PAGE>

 

                             Broker-Dealer Agreement dated as of February 1, 2004

 

Settlement Procedures, the Auction Agent, by telephone (confirmed in writing),

telecopy or such other means as the Auction Agent deems practicable, shall give

notice of such change to the Broker-Dealer not later than the earlier of 9:15

A.M. on the new Auction Date and 9:15 A.M. on the old Auction Date. Thereafter,

the Broker-Dealer shall use its best efforts to promptly notify its customers

who are Existing Holders of such change in the Auction Date.

 

          (c)    From time to time upon request of the Auction Agent pursuant to

Section 2.2(d) of the Auction Agent Agreement, the Broker-Dealer shall provide

the Auction Agent with a statement of the aggregate amount of each series of

Series 2004-1 Notes held by the Broker-Dealer as an Existing Holder for its own

account or otherwise, as well as with a list of the Broker-Dealer's customers

that the Broker-Dealer believes are Existing Holders of either series of the

Series 2004-1 Notes (listed by series) and the aggregate principal amount of

each series of Series 2004-1 Notes beneficially owned by each such customer.

Except as permitted by Section 2.10 of the Auction Agent Agreement, the Auction

Agent shall keep confidential any such information and shall not disclose any

such information so provided to any person other than the 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, loss,

claim or damage for which the Auction Agent has not previously received

indemnity reasonably satisfactory to it. The Auction Agent shall notify the

Broker-Dealer, the Corporation and the Trustee 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.

 

          (d)    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

the Broker-Dealer in accordance with Section 4.3 hereof.

 

          2.3.   Auction Schedule: Method of Submission of Orders

                ------------------------------------------------

 

          (a)    The Auction Agent shall conduct Auctions for the Series 2004-1

Notes 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 written notice of any such change to the Broker-Dealer. Such

notice shall be given prior to the close of business on the Business Day next

preceding 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 the One-month

                              LIBOR or the 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 the Auction Agent

                              Agreement.

 

                                       -4-

 

<PAGE>

 

                            Broker-Dealer Agreement dated as of February 1, 2004

 

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.

 

Not earlier than 12:30 P.M.    The Auction Agent makes determinations pursuant to

                              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 Series 2004-1 Notes 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.*                     Broker-Dealers of the results of the Auction as

4:00 P.M.**                    provided in Section 4(c)(ii) of the First

                              Supplemental Indenture. The Auction Agent gives

                              notice of Auction results as set forth in Section

                              2.4(a) hereof.

 

*If the Series 2004-1 Note Auction Rate is the Auction Rate.

 

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

 

          (b)    The Broker-Dealer agrees to contact Potential Holders on or

prior to each Auction Date for the purposes of participating in the Auction on

such Auction Date.

 

           (c)    The Broker-Dealer shall submit Orders to the Auction Agent in

writing by delivering an Order Form. The Broker-Dealer shall submit separate

Orders to the Auction Agent for each Potential Holder or Existing Holder on

whose behalf the Broker-Dealer is submitting an Order and shall not net or

aggregate the Orders of different Potential Holders or Existing Holders on whose

behalf the Broker-Dealer is submitting Orders.

 

          (d)    The Broker-Dealer shall deliver to the Auction Agent (i) a

Notice of Transfer with respect to any transfer of Series 2004-1 Notes made

through the Broker-Dealer by an Existing Holder to another person other than

pursuant to an Auction, and (ii) a Notice of Failure to Deliver or Make Payment

with respect to the failure of any Series 2004-1 Notes to be transferred to or

payment to be made by any person that purchased or sold Series 2004-1 Notes

through the Broker-Dealer pursuant to a prior Auction. The Auction Agent is not

required to accept any notice delivered pursuant to clauses (i) or (ii) of this

subparagraph (d) with respect to an Auction unless it is received by the Auction

Agent by 3:00 P.M. on the Business Day next preceding such Auction Date.

 

          (e)    The Broker-Dealer agrees to handle its customers' Orders in

accordance with its duties under applicable securities laws and rules.

 

                                       -5-

 

<PAGE>

 

                            Broker-Dealer Agreement dated as of February 1, 2004

 

          2.4.   Notices

                -------

 

          (a)    On each Auction Date, the Auction Agent shall notify the

Broker-Dealer by telephone of the results of the Auction as set forth in

paragraph (a) of the Settlement Procedures. The Auction Agent shall by 10:30

A.M. on the Business Day next succeeding such Auction Date if previously

requested by the Broker-Dealer notify the Broker-Dealer in writing of the

disposition of all Orders submitted by the Broker-Dealer in the Auction held on

such Auction Date.

 

          (b)    The Broker-Dealer shall notify each Existing Holder or Potential

Holder on whose behalf the Broker-Dealer has submitted an Order as set forth in

paragraph (b) of the Settlement Procedures and take such other action as is

required by the Broker-Dealer pursuant to the Settlement Procedures.

 

          (c)    The Auction Agent shall deliver to the Broker-Dealer all notices

and certificates that the Auction Agent is required to deliver to the

Broker-Dealer pursuant to Section 2 of the Auction Agent Agreement at the times

and in the manner set forth in the Auction Agent Agreement.

 

          2.5.   Service Charge to Be Paid to the Broker-Dealer

                ----------------------------------------------

 

          With respect to each series of the Series 2004-1 Notes, not later than

2:00 P.M. on each Interest Payment Date relating to such series, with respect to

the Interest Period commencing on such Interest Payment Date, the Auction Agent

shall pay to the Broker-Dealer a fee, from monies received from the Trustee, in

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.

 

          2.6.   Settlement

                ----------

 

          (a)    If any Existing Holder on whose behalf the Broker-Dealer has

submitted a Bid or Sell Order for Series 2004-1 Notes that was accepted in whole

or in part fails to instruct its Participant to deliver the Series 2004-1 Notes

subject to such Bid or Sell Order against payment therefor, the Broker-Dealer

shall instruct such Participant to deliver such Series 2004-1 Notes against

payment therefor and the Broker-Dealer may deliver to the Potential Holder on

whose behalf the Broker-Dealer submitted a Bid that was accepted in whole or in

part, a principal amount of the Series 2004-1 Notes that is less than the

principal amount of the Series 2004-1 Notes specified in such Bid to be

purchased by such Potential Holder. Notwithstanding the foregoing terms of this

Section, any delivery or nondelivery of Series 2004-1 Notes that represents 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 non-delivery in accordance with the terms of

Section 2.3(d) hereof. The Auction Agent shall have no duty or liability with

respect to enforcement of this Section 2.6(a).

 

          (b)    Neither the Auction Agent, the Trustee, nor the Corporation

shall have any responsibility or liability with respect to the failure of an

Existing Holder, a Potential Holder or

 

                                       -6-

 

<PAGE>

 

                            Broker-Dealer Agreement dated as of February 1, 2004

 

its respective Participant to deliver Series 2004-1 Notes or to pay for Series

2004-1 Notes sold or purchased pursuant to the Auction Procedures or otherwise.

The Auction Agent shall have no responsibility for any adjustment to the fees

paid pursuant to Section 2.5 hereof as a result of any failure described in this

Section 2.6(b).

 

          Sec