Exhibit 4.1
FIRST AMENDMENT
TO
INDENTURE OF TRUST
and
FIRST SUPPLEMENTAL INDENTURE OF
TRUST
by and between
PHEAA STUDENT LOAN TRUST I,
as Issuer,
and
MANUFACTURERS AND TRADERS TRUST
COMPANY,
as Indenture Trustee and Eligible Lender
Trustee.
PHEAA Student Loan Trust I: Student Loan
Asset-Backed Notes
FIRST AMENDMENT
TO
INDENTURE OF TRUST
AND
FIRST SUPPLEMENTAL INDENTURE OF
TRUST
This First Amendment to Indenture of
Trust and First Supplemental Indenture of Trust (this
“Amendment”), is executed as of this 30th day of
June, 2004, by and between PHEAA STUDENT LOAN TRUST I, as Issuer
(the “Issuer”) and MANUFACTURERS AND TRADERS TRUST
COMPANY, as Indenture Trustee and Eligible Lender Trustee
(“M&T” and, in its respective capacities, the
“Indenture Trustee” and the “Eligible Lender
Trustee”).
BACKGROUND:
A. The Issuer and M&T
entered into that certain Indenture of Trust dated as of
December 1, 2003 (the “Master Indenture”) and that
certain First Supplemental Indenture of Trust (the “First
Supplement”) with respect to the PHEAA Student Loan Trust I
Student Loan Asset Backed Notes Series 2003-1, dated as of
December 1, 2003.
B. The parties desire to amend
the Master Indenture and First Supplement in accordance with
Section 8.02 of the Master Indenture.
C. The consent of the affected
Noteholders was obtained as required.
NOW, THEREFORE, in consideration of
the above premises and the mutual covenants and agreements
contained herein, the parties hereto, and the Noteholders (by their
written consent to the execution of this Amendment), intending to
be legally bound hereby, do hereby agree as follows:
SECTION 1.
Definitions.
For purposes of this Amendment,
unless the context clearly requires otherwise, all capitalized
terms used herein but not defined herein shall have the respective
meanings ascribed to such terms in the Master Indenture, if defined
therein, or in the First Supplement, if defined therein.
SECTION 2. The
Amendment.
(a) Subject to the conditions
to issuance set forth in Section 2.08(b) of the Master Indenture,
it is hereby acknowledged and agreed that, the Issuer may, from
time to time, issue Additional Notes secured by the Trust Estate
that, prior to the occurrence of an Event of Default, may be
entitled to receive:
1
(i) principal payments and/or
allocations of principal (in each case, including but not limited
to principal redemptions) at a time prior to, concurrently with, or
after principal payments and/or allocations of principal to any
Senior Notes, including but not limited to the Issuer’s
Series 2003-1 Class A-2 and Class A-3 Student Loan Asset Backed
Notes, any Subordinate Notes, including
