EDUCATION LOANS INC /DE
AGREEMENT TO GUARANTEE LOANS - MAINE
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>22
<FILENAME>dex1018.txt
<DESCRIPTION>AGREEMENT TO GUARANTEE LOANS - MAINE
<TEXT>
<PAGE>
                                                                   Exhibit 10.18


                          AGREEMENT TO GUARANTEE LOANS

This Agreement is entered into as of the 20th day of February, 2002, by and
between the FINANCE AUTHORITY OF MAINE (the "Authority'), a body politic and
corporate and a public instrumentality of the State of Maine created by P.L.
1983, c. 519, with a mailing address of PO Box 949, Augusta, Maine 04332-0949
and STUDENT LOAN FINANCE CORPORATION AND SUBSIDIARIES (US BANK, TRUST) a banking
institution authorized to do business in the State of SOUTH DAKOTA, with a
mailing address of 105 SOUTHWEST FIRST AVENUE, ABERDEEN, SD 57401-4173 (the
"Lender").

WHEREAS, the Lender has full legal power and authority to contract for the
performance of the Guarantee services provided by the Authority, qualifies as an
Eligible Lender under one or more of the Programs, fulfilling such criteria as
have been set forth by Federal law and regulation, State law or Rule, and those
set forth by the Authority pertaining to the Programs and is prepared to engage
in the transactions contemplated by this Agreement; and

WHEREAS, the Lender is willing to make loans and/or extend financial credit to
Borrowers as such are defined in this Agreement, under Federal or State law or
regulation, and in the policies of the Authority, and the Authority is willing
to guarantee the payment of principal and interest in the event of the
Borrower's default of repayment in accordance with the terms and conditions set
forth herein.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the
Authority and the Lender agree as follows:

                                   SECTION 1:

Definitions: As used herein, the following words shall have the meanings
respectively indicated. Any word not defined herein shall have the same meaning
as provided in the Act or the Rule.

"Act" means Part B of Title IV of the Higher Education Act of 1965, (20 U.S.C.
1071 et seq.) as amended and in effect from time to time, or any successor
enactment thereto, and the effective regulations promulgated thereunder, and any
binding directives issued by the U.S. Department of Education.

"Approved Note" means a Promissory Note or Repayment Schedule guaranteed by the
Authority.

"Agreement" means this Agreement to Guarantee Loans, including any schedules and
amendments.

"Borrower" means any person or persons executing an Application and Promissory
Note individually or jointly for the purpose of obtaining funds from the Lender
under one of the Programs authorized by this Agreement for the use of an
Eligible Student. All Borrowers shall be "Eligible Borrowers' as de tined in the
Act.

<PAGE>

"Default" means the failure of the Borrower to repay borrowed amounts when due,
the failure of the Borrower to comply with the terms of the Application and
Promissory Note, or the occurrence of any event which constitutes an event of
default under the Act.

"Due Diligence" means the utilization by the Lender of policies, practices and
procedures in the origination, servicing and collection of loans which are
consistent with the Lenders policies, practices and procedures which are in
accord with sound lending practices utilized throughout the consumer lending
industry and which comply with the requirements of Federal law, State law and
regulation and the Authority policies. DUE DILIGENCE includes, but is not
limited to, the remission of guarantee fees to the Authority or its designated
Technical Services Provider in an amount and time frame as specified by the
Authority.

"Educational Institution" means any institution of post-secondary education that
is an "eligible institution" under the Act and is eligible under the Loan
Program.

"Eligible Student" means a person who (1) is a citizen of the United States or a
permanent resident thereof. (2) is accepted for enrollment or is enrolled and in
good standing and making satisfactory progress as defined by the Educational
Institution; (3) is carrying at least the academic workload required by the Act
and as determined by an Educational Institution; (4) is free from any obligation
to repay a defaulted education loan or to repay any overpayment of an education
grant (or has made satisfactory arrangements to repay such loan or grant), (5)
is otherwise eligible under the Act and the Loan Program; and (6) is borrowing
from a Lender who participates in the Programs.

"Federal Reinsurance" means the risk assumed by the Federal government as set
forth in the Act.

"Forms" means such application forms, promissory notes and administrative forms
as are provided by and/or required by the Authority for participation or use in
any of the Programs authorized by this Agreement.

"Guarantee" means a commitment by the Authority to pay to the Lender a
percentage of the unpaid principal and accrued interest as may be provided by
the terms of each Program after submission by the Lender of a valid claim and
evidence that the Lender has exercised Due Diligence in its origination,
servicing and collection and that the necessary documents have been submitted to
the Authority in the form required and within the applicable time periods.

"Guarantee Fee" means a percentage charge based on the principal loan amount,
which is collected from the Lender by the Technical Services Provider. The
Lender may cause that charge, or a portion of that charge, to be passed on to
the Borrower.

"Guarantee Reserve" means an account established under Section 422A of the Act
and maintained by the Authority for the guarantee of loans and payment of claims
in accordance with the terns of this Agreement.

"Lender" a bank or other eligible type of financial institution that has entered
into an agreement with the Authority to make loans to eligible students under
the Loan Programs.

                                       2

<PAGE>

"Loan" means a disbursement of money; contingent upon an agreement to repay made
to or on behalf of an eligible student pursuant to the Act, the Loan Programs,
and the Rule.

"Limitation, Suspension, Termination" mean the restrictions, ineligibility or
termination from activity in the Program imposed by the Authority upon the
Lender's continued participation in any of the programs authorized by this
Agreement. The cause of such restrictions and the process by which such
restrictions may be imposed are as set forth by Federal and State law, rule and
regulation.

"Loan Programs" or "Programs" means the procedures and policies for implementing
and maintaining a Loan Guarantee under the provisions of Federal Family
Education Loan Programs as set forth in the Act as applicable by law and
regulations and administered by the Authority.

"Rule" means Chapter 602 of the Rules of the Finance Authority of Maine.

"Technical Services Provider" means any entity that provides administrative and
technical assistance to the Authority in servicing loans under any of the
Programs. This term shall include the Authority, if it provides its own
technical and administrative services.

                                   SECTION 2:

                TERMS AND CONDITIONS OF LOANS ORIGINATED AND HELD
                        UNDER THE FEDERAL EDUCATION LOAN
                     PROGRAMS ADMINISTERED BY THE AUTHORITY

2.1. The Authority participates in the Federal Family Education Loan Programs as
a nonprofit guarantee agency pursuant to several contractual agreements with the
United States Department of Education. These agreements confer eligibility upon
the Authority to receive insurance and reinsurance payments in the event of
death, disability, bankruptcy, or default.

2.2. The Lender covenants that it will comply with all applicable requirements
of the Act, applicable Federal laws including, the Federal Consumer Credit
Protection Act, the Equal Credit Opportunity Act and applicable State laws and
regulations. Further the Lender will administer the Loan Programs in conformity
with sound banking practices and standards of Due Diligence.

2.3. The Lender represents, covenants and warrants that it is and will continue
to be so long as this Agreement is in effect an "eligible lender" as that term
is defined in the Act and has authorized the execution and delivery of this
Agreement.

2.4. In its administration of the Loan Programs, the Lender shall utilize Forms
approved and distributed by the Authority and/or by the United States Department
of Education. The Lender shall collect such fees as may be required of the
Borrower by the Authority, or the United States Department of Education for the
Loan Programs.

2.5 In the event of the default, death, total and permanent disability or
discharge in bankruptcy of a Borrower, as such events are defined in the Act,
the Authority will accept a claim for payment upon its Guarantee and, if
satisfied that standards of Due Diligence as provided in the Act have been met
make payment to the Lender in an amount equal to the

                                       3

<PAGE>

outstanding and unpaid principal amount plus interest accrued since the date of
last payment or maturity to the date of payment by the Authority, to the extent
that each and any such payment does not exceed the maximum amount authorized by
the Authority or the Act, provided, however, that the Authority is obligated to
make payments under this Agreement solely from the revenues or other funds of
the Guarantee Reserve. Payments and obligations shall not constitute any debt or
liability of the State or of any municipality therein or any political
subdivision thereof, or of the Authority or a pledge of the faith and credit of
the State or of any such municipality or political subdivision, but shall be
payable solely from and to the extent of the Guarantee Reserve.

2.6.  A note evidencing a loan made to a Student by the Lender pursuant to the
Program shall become an Approved Note only upon payment to the Authority or its
designated Technical Services Provider of any required Guarantee Fee; provided,
however, that a note cannot be an Approved Note if.

(a)   the guarantee of that note would cause the aggregate amount of unpaid
principal and interest of all notes guaranteed by the Authority to exceed the
maximum dollar amount which may then be supported by its Guarantee Reserve, or

(b)   the Authority in its sole discretion determines that the note does not
comply with the procedures and requirements of applicable law and regulations
and this Agreement.

2.7.  The Lender shall cause all disbursements to be made in a manner authorized
by the Act. The Borrower may not authorize anyone, even by power of attorney, to
endorse or acknowledge a disbursement on behalf of the Borrower. The Lender
shall cause the Loan to be disbursed jointly to the Borrower and the Educational
Institution or as otherwise required by the terms of the Loan Program.
Disbursement may be made by electronic transfer as provided by Federal or State
law, rule or regulation.

2.8.  The Lender agrees that it will prepare and make available such reports or
other information as may be reasonably required by the Authority or the United
States Department of Education and further, that independent auditors or
authorized representatives of the Authority or such Department shall have access
to the operations and financial records and procedures pertaining to the Loan
Programs administered by the Authority.

2.9.  The Lender agrees that if it shall violate or fail to comply with any
applicable law or governmental regulations in respect of a Loan or participation
in the Loan Program, then the Lender hereby agrees to assume liability for, and
does hereby indemnify, protect and hold harmless the Authority, its successors,
assigns, members, officers, agents and servants, from and against any and all
liabilities, losses, damages, penalties, claims, actions, expenses and
disbursements, including legal fees and expenses, imposed on, incurred by or
asserted against them or any of them, in any way relating to or arising out of
such violation or failure to comply, regardless of whether the Authority shall
have purchased such Loan from the Lender.

2.10. The Lender agrees that if a Lender sells or purchases any Loans guaranteed
by the Authority under this Agreement or any other agreement, it must notify the
Authority within forty-five (45) days of such transaction.

                                        4

<PAGE>

2.11. The Lender agrees that it will pay the Guarantee Fee as billed by the
Authority or by the Technical Services Provider in accordance with the terms of
any such bill. If the Guarantee Fee for a Loan is not paid within one hundred
twenty (120) days the Guarantee on the Loan will be canceled.

2.12. If the Lender violates, or fails to comply with, any of the terms of this
Agreement, it shall become liable to the Authority in an amount equal to the
damages sustained by the Authority by virtue of such violation or failure to
comply. The Authority may, at its option, and in addition to any other remedies
available to it at law or in equity, invoke and apply the provisions of
Paragraph 2.13, relating to Limitation, Suspension or Termination.

2.13. In the event the Authority determines that the Lender has violated or
failed to comply with the terms of this Agreement or Loan Program, the Authority
will take such action as is necessary to protect its interest. This action may
include, but is not limited to implementation of Limitation, Suspension or
Termination procedures as set forth in the Act and State laws and regulation and
corrective action required in order to continue participation.

                                   SECTION 3:

                                  MISCELLANEOUS

3.1.  This Agreement may be modified only by written agreement of the parties
hereto. Any waiver, modification or failure to insist upon the strict
performance of the duties of either party to this Agreement shall not be
construed as a waiver or modification generally or of such particular condition
in a subsequent instance.

3.2.  This Agreement maybe terminated by either party at any time by providing
at least sixty (60) days written notice of such termination to the other party
hereto. Such termination, however, shall be prospective only and shall not
affect the obligations of the parties hereto which were incurred prior to such
termination.

3.3.  No recourse under or upon this Agreement or any claim based thereon or in
respect thereof shall be had against any member, officer, employee, or agent, as
such, past, present, or future of the Authority or of any successor
organizations, either directly or through the Authority or any successor
organizations. This Agreement is solely an obligation of the Authority and no
personal liability against any member, officer, employee, or agent, past,
present, or future of the Authority shall attach through the Lender or otherwise
to the Authority or any successors because of this Agreement.

3.1.  This Agreement is governed by the laws of the State of Maine and the Act
and constitutes the entire agreement between the parties with respect to the
subject matter, provided that the Act and any amendments thereto shall supersede
the laws of the State of Maine and/or this Agreement in the event of any
particular application or any inconsistency. This Agreement supersedes any and
all prior agreements to guarantee or endorse loans between the Authority and the
Lender. All prior writings, correspondence, memoranda, agreements,
representations, statements, warranties, covenant, negotiations, undertakings,
express or implied if any kind or character whatsoever with respect to the
subject matter of this Agreement as superseded hereby.

                                       5

<PAGE>
(15)

3.5. Any provision of this Agreement which is prohibited, unenforceable, shall
be ineffective to the extent of such prohibition, unenforceability, or
nonauthorization without invalidating the remaining provisions hereof.

IN WITNESS WHEREOF, the Authority and the Lender have caused this instrument to
be executed by a duly authorized officer and affixed with corporate seals of
each as of the day and year indicated below.

FINANCE AUTHORITY OF MAINE                     [NAME]

                                               STUDENT LOAN FINANCE
                                               CORPORATION AND SUBSIDIARIES
                                               (US BANK, TRUSTEE)

By:    /s/ Greg Gollihur                       By:   /s/ Tom Steele
    -------------------------------------          -----------------------------

Print Name: Greg Gollihur                      Print Name: Tom Steele
            -----------------------------                  ---------------------

Title: Director, Education Services            Title: CORPORATE TRUST OFFICER
       ----------------------------------             --------------------------

Date:  February 20, 2002                       Date:  January 30, 2002
       ----------------------------------             --------------------------

Witness:      /s/ Pamela J. Gate               Witness:     /s/ Steve Kohles
         --------------------------------               ------------------------

                                               EIN#: 41-0256895
                                                     ---------------------------

                                               Lender Code: 833405
                                                            --------------------

                                        6

<PAGE>

                    ADDENDUM TO AGREEMENT TO GUARANTEE LOANS

                            FOR OUT-OF-STATE LENDERS

This Agreement is entered into as of the 20th day of February, 2002, by and
between the FINANCE AUTHORITY OF MAINE (the "Authority"), a body politic and
corporate and a public instrumentality of the State of Maine, with a mailing
address of PO Box 949, Augusta, Maine 04332-0949 and STUDENT LOAN FINANCE
CORPORATION AND SUBSIDIARIES (US BANK TRUSTEE) (the "Lender"), with a mailing
address of 105 SOUTHWEST FIRST AVENUE ABERDEEN, SD 57401-4173.

This Agreement shall be a part of a certain Agreement to Guarantee Loans of even
date or contemporaneous date herewith, entered into between the parties hereto
(the "Agreement"). To the extent any term, condition or aspect of the Agreement
is at variance with the terms of this Addendum, this Addendum shall supersede
the terms of the Agreement. All terms and conditions of the Agreement not
modified by this Addendum shall be in full force and effect and shall not be in
any way limited hereby.

1)    The Lender agrees and acknowledges that the Finance Authority of Maine
defines an eligible student, in part, as follows:

                  "... a Maine resident attending any eligible educational
                  institution; a non-resident attending an eligible educational
                  institution in Maine; or a resident of any state who is
                  borrowing from an eligible Maine lender."

Section 4. II. B. The Lender, acknowledges that it is not a Maine Lender and
agrees that it will only hold or originate loans of or to students (or parents
of students, as applicable) who are Maine residents attending any eligible
educational institution or persons not a resident of Maine attending an eligible
educational institution in Maine.

2)    In the event that any law, statute, rule, or regulation governing this
program should be enacted, promulgated or interpreted to require that the
Authority guarantee loans for students who are neither Maine residents nor
attending an eligible educational institution within Maine as a result of this
Agreement, or any similar Agreement with a Lender that is not a Maine Lender,
this Agreement shall immediately terminate.

<PAGE>
(15)

IN WITNESS WHEREOF, the Authority and the Lender have caused this instrument to
be executed by a duly authorized officer and affixed with corporate seals of
each as of the day and year indicated below.

FINANCE AUTHORITY OF MAINE                     [LENDER]

                                               STUDENT LOAN FINANCE
                                               CORPORATION AND SUBSIDIARIES
                                               (US BANK, TRUSTEE)

By:    /s/ Greg Gollihur                       By:   /s/ Tom Steele
    -------------------------------------          -----------------------------

Print Name: Greg Gollihur                      Print Name: Tom Steele
            -----------------------------                  ---------------------

Title: Director, Education Services            Title: CORPORATE TRUST OFFICER
       ----------------------------------             --------------------------

Date:  February 20, 2002                       Date:  January 30, 2002
       ----------------------------------             --------------------------

Witness:      /s/ Pamela J. Gate               Witness:     /s/ Steve Kohles
         --------------------------------               ------------------------

                                               EIN#:        41-0256895
                                                     ---------------------------

                                               Lender Code: 833405
                                                            --------------------

                                        2

<PAGE>

                           FINANCE AUTHORITY OF MAINE
                   AGREEMENT TO GUARANTEE CONSOLIDATION LOANS

This Agreement is entered into as of the 20th day of February, 2002, by and
between the Finance Authority of Maine (hereinafter, the "Authority"), a body
corporate and politic and a public instrumentality of the State of Maine having
its office in Augusta, Maine and STUDENT LOAN FINANCE CORPORATION & SUBSIDIARIES
(US BANK TRUSTEE),an eligible lender with an address of 105 SOUTHWEST FIRST
AVENUE, ABERDEEN, SD 57401-4173 (hereinafter, "Lender").

                                    RECITALS:

A.   The Authority has entered into an agreement with the U.S. Secretary of
Education pursuant to Section 428 of the Act; and

B.   The Authority provides guarantee services with respect to approved loans
made to Eligible Borrowers (as hereinafter defined) for the consolidation of
their obligations with respect to Eligible Student Loans (as hereinafter
defined); and

C.   The Lender is desirous of arranging for the lending and borrowing of money
for the purpose of enabling Eligible Borrowers to consolidate their obligations
with respect to Eligible Student Loans through the Consolidation Loan Program
(as hereinafter defined) of the Authority in the manner described in this
Agreement; and

D.   The Lender is fully able and prepared to engage in the transactions
contemplated by this Agreement;

E.   The Lender has requested that the Authority enter into this Agreement to
provide its Guarantee in accordance with the Act and the Rule;

Now, therefore, in consideration of each Consolidation Loan which the Lender
makes hereunder, and in further consideration of the foregoing premises and the
mutual covenants contained in this Agreement, and of other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
mutually agree as follows:

ARTICLE I.   DEFINITIONS AND INTERPRETATION

A.   As used herein, the following words shall have the meanings respectively
indicated:

Act: Title IV of the Higher Education Act of 1965 (20 U.S.C. 1071 et seq.) as
amended and in effect from time to time, or any successor enactment thereto, and
the effective regulations promulgated thereunder.

Agreement: This Agreement to Guarantee Consolidation Loans between the Authority
and the Lender dated as of the date first written above and any amendments
thereto.

Borrower: An Eligible Borrower who is the maker of a Note and who obtains a
Consolidation Loan from the Lender in accordance with the Act, the Guarantee
Certificate and this Agreement.

<PAGE>

Common Manual: Unified student loan policy for participation in the Federal
Family Education Loan Program.

Consolidation Loan: A disbursement of money, contingent upon an agreement to
repay, made by the Lender to an Eligible Borrower pursuant to the Act, the Rule,
and this Agreement.

Consolidation Loan Program: The system of procedures and policies governing the
implementation and maintenance of each Consolidation Loan Guaranteed under the
provisions of the Act, applicable law and regulations and as otherwise agreed to
by and between the Lender and Authority in accordance with this Agreement.

Default: With respect to any Note, the occurrence of any event that shall
constitute a Default under the terms of such Note.

Eligible Borrower: An eligible borrower of a Consolidation Loan as described in
the Act and the Common Manual as incorporated into the Rule.

Eligible Student Loan: An education loan eligible for consolidation as described
in the Act and the Rule.

Federal Reinsurance: The risk assumed by the federal government as set forth in
the Act.

Guarantee: A commitment by the Authority to pay the Lender a percentage of the
unpaid principal balance plus accrued unpaid interest of a Consolidation Loan
made pursuant to the Consolidation Loan Program and the Guarantee Certificate,
after submission by the Lender of all necessary documents in the required form
within the applicable time periods, and evidence that the Lender has performed
all required origination, servicing and collection activity.

Guarantee Certificate: The certificate of comprehensive insurance coverage
issued by the Authority to the Lender in accordance with section 428C (b)(2) of
the Act.

Limitation: An action taken by the Authority which restricts the Lender's
participation in the Consolidation Loan Program.

Note: A promissory note of a Borrower for a Consolidation Loan set forth on the
appropriate form approved by the Authority, which note meets the criteria set
forth by the Rule and the Act.

Rule: Chapter 602 of the Rules of the Finance Authority of Maine, which
incorporates the Common Manual by reference, and any amendments thereto.

Guarantee Reserve: The fund established by the Authority for the purpose of
providing for the payment of any defaulted notes under the Maine Guaranteed
Student Loan Program pursuant to authority in 20-A MRSA 11403.

Suspension: The temporary ineligibility of the Lender from the Consolidation
Loan Program.

Termination: The removal of the Lender from the Consolidation Loan Program.

                                       2

<PAGE>

B.  In this Agreement, unless the context otherwise requires:

1.  The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any
similar terms refer to this Agreement, and the term "heretofore" means before,
and the term "hereafter" means after, the effective date of this Agreement;

2.  Words of the masculine gender mean and include correlative words of the
feminine and neuter genders and words importing the singular number mean and
include the plural number and vice versa;

3.  Words importing persons shall include firms, associations, partnerships
(including limited partnerships), trusts, corporations and other legal entities,
including public bodies, as well as natural persons, Limited Liability
Companies; and

4.  Any headings preceding the texts of the several articles and sections of
this Agreement, and any table of contents or marginal notes appending to copies
hereof, shall be 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 parties agree that each party and its counsel reviewed this Agreement
and that this Agreement shall be construed as a whole according to its fair
meaning and not strictly for or against any party.

ARTICLE II.  PROGRAM ADMINISTRATION

A.  By this Agreement the Authority and the Lender hereby agree to participate
in the Consolidation Loan Program as follows:

1.  The Lender will make Consolidation Loans or cause Consolidation Loans to be
made only to Eligible Borrowers pursuant to the terms of the Consolidation Loan
Program;

2.  The Authority will provide for the Guarantee of Consolidation Loans which
have been processed in accordance with the terms of the Consolidation Loan
Program; and

3.  The Authority or its administrative agent will provide administrative
services for the continued maintenance of each Consolidation Loan Guaranteed as
required by the Consolidation Loan Program and the Act.

B.  A Consolidation Loan may be Guaranteed only if the eligible Lender fully
complies with the Rule and the terms and conditions for Consolidation Loans as
set forth in the Act.

C.  Administrative services, which the Authority or its administrative agent
will provide for the Lender under the Consolidation Loan Program, are as
follows:

1.  The provision of management and information reports for the Lender;

2.  The provision of pre-claims assistance, claims processing and post-claims
collections for defaulted Notes; and

                                       3

<PAGE>

3.  The provision of all other services and duties required to be performed by a
guarantor under the Act with respect to Consolidation Loans under the
Consolidation Loan Program.

D.  The Lender agrees that, with respect of all Consolidation Loans made or
acquired under the Consolidation Loan Program of the Authority and all Notes
held or acquired by the Lender from time to time:

1.  It will exercise or cause to be exercised reasonable care and diligence in
the making, servicing and collection thereof, as prescribed in this Agreement,
the Guarantee Certificate and the Common Manual as incorporated into the Rule;

2.  It will originate a Consolidation Loan to an Eligible Borrower (on request
of that Eligible Borrower) only if the Eligible Borrower certifies that he or
she has no other application pending for a Consolidation Loan under the Act and
it holds an outstanding Eligible Student Loan of the Eligible Borrower which is
guaranteed by the Authority and which has been selected by the Eligible Borrower
for consolidation or the Eligible Borrower certifies that he or she has sought
and has been unable to obtain a Consolidation Loan with income-sensitive
repayment terms acceptable to the Eligible Borrower from the holders of the
Eligible Student Loans (which are so selected for consolidation) of that
Eligible Borrower.

3.  It will utilize forms approved by the Authority or its administrative agent.

4.  It will cause each Consolidation Loan originated by it to bear interest on
the unpaid principal balance of such Consolidation Loan at an annual rate that
is less than or equal to the interest rate specified by the Act.

5.  It will cause each Consolidation Loan originated by it to be subject to
repayment in accordance with the terms of the Guarantee Certificate and the Act.

6.  It will cause each Consolidation Loan originated by it to be made in an
amount which is equal to the sum of the unpaid principal, accrued unpaid
interest, collection charges and late charges of all Eligible Student Loans
received by the Borrower and selected for consolidation, and which is not less
than the minimum amount required for the eligibility of the Borrower under the
Act.

7.  It will cause the proceeds of each Consolidation Loan originated by the
Lender to be paid by the Lender to the holder or holders of the Eligible Student
Loans received by the Borrower and selected for consolidation, in order to
discharge the liability of the Borrower on such Eligible Student Loans.

8.  It will offer a choice of repayment schedules, established by the Lender in
accordance with the Act, to the Borrower.

9.  It will comply with all federal and state laws and regulations applicable
thereto, including but not limited to the Federal Fair Credit Reporting Act and
the Equal Credit Opportunity Act; and

                                       4

<PAGE>
(15)

10. It will provide promptly to the Authority such information and reports as
may from time to time be reasonably requested by the Authority.

11. It is and will continue to be an "eligible lender" as that term is defined
by the Act.

E.  By this Agreement, the Authority and the Lender agree that upon the filing
of a claim by the Lender, such claim shall be processed in the following manner:

1.  In the event of a Default in respect of a Note, the Lender will follow (or
cause to be followed) the procedure set forth in the Act and the Rule. Upon
receipt by the Authority from the Lender (or servicer) of a request for claim
reimbursement form together with the Note (assigned to the Authority) and
evidence satisfactory to the Authority that the Consolidation Loan evidenced by
such Note was originated and serviced, and collection efforts were made, in
accordance with applicable laws and regulations, and the Rule, the Authority
will pay to the Lender the percentage of the unpaid balance of principal and
interest due on such Note under the terms of the Act and the Rule (other than
any portion of such interest payable by the U.S. Department of Education under
the Act) provided the Lender has complied in all material respects with the
requirements of the Consolidation Loan Program, the Guarantee Certificate, this
Agreement, and the Rule. The Authority does not guarantee payment by the
Borrower of any delinquency charges imposed for late payments and will not pay
the Lender such delinquency charges. The Authority shall thereupon succeed to
all the rights of the Lender under such Note.

2.  Upon the filing of a valid claim, other than a default claim, as defined in
the Act and the Rule, the Authority will pay to the Lender the full amount of
the unpaid balance of the principal and interest due on such Note under the
terms of the Act and the Rule (other than any portion of such interest payable
by the U.S. Department of Education under the Act), provided the Lender has
complied in all material respects with the requirements of the Consolidation
Loan Program, the Guarantee Certificate, this Agreement, and the Rule in respect
of such Note.

3.  No claim submitted to the Authority by the Lender with respect to a
Consolidation Loan which has been Guaranteed and which is in Default will be
paid by the Authority unless the Authority has received from the Lender a Notice
of Default together with the Note (assigned to the Authority) and evidence
satisfactory to the Authority that (i) the Consolidation Loan evidenced by such
Note was originated and serviced, and collection efforts were made, in
accordance with applicable laws and regulations, and the Rule, and (ii) the
Lender has complied with the requirements of the Consolidation Loan Program, the
Guarantee Certificate, this Agreement, and the Rule in respect of such Note. All
loss and risk of loss occasioned by the Authority's nonpayment of a claim in
accordance with this section shall be borne by the Lender.

F.  The Authority reserves the right, upon ninety (90) calendar days written
notice, to charge to the Lender a fee or increase any fee charged the Lender, to
cover the costs to the Authority of guaranteeing new Consolidation Loans
pursuant to this Agreement and the Guarantee Certificate, which fee shall be
paid within 90 days by the Lender.

                                       5

<PAGE>

G.  Nothing contained in this Agreement will obligate the Lender to make,
certify, cause to certify or acquire any particular Consolidation Loan or number
of Consolidation Loans under the Consolidation Loan Program.

H.  The Lender shall permit the Authority to examine during normal business
hours all Consolidation Loan records and files, upon reasonable notice and at
reasonable intervals, for the purpose of verifying the accuracy of information
provided by the Lender under the Act and in order to conduct an audit and
compliance review.

I.  If the Authority determines that the Lender has violated the terms of this
Agreement or the Consolidation Loan Program, the Authority shall take such
action as is necessary to protect its interests. This action may include but not
be limited to implementation of the Limitation, Suspension or Termination
procedures set out in the Rule (provided, however, that any such Limitation,
Suspension or Termination shall not affect the Guarantee of any Consolidation
Loan originated by the Lender prior to the initiation of such Limitation,
Suspension or Termination).

ARTICLE III. REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE LENDER

The Lender represents and warrants to, and covenants with the Authority that:

A.  The Lender is a duly authorized "eligible lender" under the Act in every
state in which it is originating Consolidation Loans under the Act as well as
the state in which it is organized and incorporated and has authorized the
execution and delivery of this Agreement.

B.  The Lender is and will continue to qualify at all times during the term of
this Agreement as an "eligible lender" under the Act.

C.  The Lender will, at all times, conform its actions, policies and procedures
to the Act, this Agreement, all applicable Federal and state laws and
regulations, and the Rule.

ARTICLE IV.  TERMINATION

Except with respect to Consolidation Loans that have been Guaranteed by the
Authority and continue to be outstanding under this Agreement, this Agreement
may be terminated by either party with or without cause upon not less than
ninety (90) calendar days written notice to the other party. Such termination,
as well as termination of the Guarantee Certificate, shall not affect any Notes
that are outstanding or duties undertaken hereunder prior to the effective date
of the termination notice.

ARTICLE V.   STUDENT LOAN INSURANCE FUND

The Authority covenants that it will at all times, so long as the Lender is the
holder of a Note, hold and maintain a Student Loan Insurance Fund, a portion of
which is the Guarantee Reserve, as authorized by the Maine State Legislature.

The Authority is obligated to make payments under this Agreement solely from the
revenues or other funds of the Guarantee Reserve. Neither the State of Maine nor
any political subdivision

                                       6

<PAGE>

thereof is obligated to pay the same and neither the faith and credit nor the
taxing power of the State of Maine or any of its political subdivisions is
pledged to the payments to be made by the Authority under this Agreement.

ARTICLE VI.  LIMITATION OF LIABILITY AND INDEMNIFICATION

A.  If the Lender violates or fails to comply with any applicable law or
governmental regulation in respect of a Consolidation Loan or participation in
the Consolidation Loan Program, then the Lender hereby agrees to assume
liability for, and does hereby indemnify, protect and keep harmless the
Authority, its successors, assigns, members, directors, officers, agents and
servants, from and against any and all liabilities, losses, damages, penalties,
claims, actions, expenses and disbursements, including legal fees and expenses,
imposed on, incurred by or asserted against them or any of them, in any way
relating to or arising out of such violation or failure to comply, regardless of
whether the Authority shall have purchased such Consolidation Loan from the
Lender and regardless of whether this Agreement remains in effect.

B.  The liability of the Authority under this Agreement shall be limited to
payment of the Guarantee under Paragraph E of Article II of this Agreement and
this shall constitute its sole liability under this Agreement. The Authority
shall not be liable for any indirect, incidental or consequential damages
(including but not limited to lost profits, lost revenue, or failure to realize
expected savings) regardless of the form of the action and whether such damages
are foreseeable.

ARTICLE VII. MISCELLANEOUS

This Agreement shall inure to the benefit of and be binding upon the Authority,
the Lender and their respective successors and permitted assigns; provided,
however, that:

1.  This Agreement is not assignable by either party hereto, either in whole or
in part, without the prior written consent of the other party, which consent
will not be unreasonably withheld; provided however that the Authority shall
have the right without the consent of the Lender to assign its rights and
obligations hereunder to any transferee of all or substantially all of the
education loan assets of the Authority which contracts with the U.S. Department
of Education (or its successors) under the Act, or to subcontract its
obligations to any person. This paragraph, however, shall not prohibit the
Authority from designating an administrative agent to perform its day-to-day
responsibilities under this Agreement.

2.  Lender shall not assign any rights or obligations under the Agreement in
whole or in part without the prior express written consent of the Authority,
which consent will not be unreasonably withheld; provided, however, that Lender
shall have the right without the consent of the Authority to assign its rights
and obligations hereunder to any affiliate or any transferee of all or
substantially all of the assets of Lender, or to subcontract its obligations to
any person.

B.  No failure by any party to exercise, or any delay in exercising, and no
course of dealing with respect to any right of such party or any obligation of
any other party under this Agreement will operate as a waiver thereof, unless,
and only to the extent, agreed to in writing by all parties hereto. Any single
or partial exercise by any party of its rights shall not preclude such party
from any other or further exercise of such right or the exercise of any other
right. Any single or partial waiver by any party of any obligation of any other
party under this Agreement will

                                       7

<PAGE>

constitute a waiver of such obligation only as specified in such waiver and will
not constitute a waiver of any other obligation.

C.  Except as otherwise provided in this Agreement, no remedy by the terms of
this Agreement conferred upon or reserved to a party is intended to be exclusive
of any other remedy, but each and every such remedy shall be cumulative and in
addition to every other remedy given under this Agreement or existing at law or
in equity or by statute on or after the date of this Agreement including,
without limitation, the right to such equitable relief by way of injunction,
mandatory or prohibitory, to prevent the breach or threatened breach of any of
the provisions of this Agreement or to enforce the performance hereof.

D.  Any notice required or permitted by this Agreement shall be in writing and
shall be deemed to have been given if mailed, first class, postage prepaid,
addressed (i) if to the Authority, PO Box 949, Augusta, Maine 04332-0949, (ii)
if to the Lender, at the address indicated in this Agreement, or (iii) at such
other address as the party to be notified has designated upon reasonable notice.

E.  Any provision of this Agreement which is held to be prohibited,
unenforceable or not authorized by any court of competent jurisdiction will, as
to such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability, or legality of such
provision in any other jurisdiction.

F.  No recourse under or upon this Agreement or any claim based thereon or in
respect thereof shall be had against any incorporator, member, officer, employee
or trustee, as such, past, present or future, of the Lender or of the Authority
or of any successor organizations, either directly or through the Lender or the
Authority or any successor organizations. This Agreement is solely a corporate
obligation and no personal liability against any incorporator, member, officer,
employee or trustee, past, present or future of the parties shall attach through
the Lender or the Authority or any successor corporations or entities, because
of this Agreement or any Note or Guarantee thereof.

G.  The Lender hereby represents, covenants and warrants that it has full legal
power and authority to contract for the performance of consolidation loan
guarantee services and qualifies as an "eligible lender" under section 428C(a)
of the Act.

H.  If the Lender purchases, sells, assigns, or pledges any Notes guaranteed by
the Authority under this Agreement or any other agreement, it must notify the
Authority within 30 days of such transaction.

I.  In the event of a dispute arising under this Agreement, the laws of the
State of Maine shall apply.

J.  This Agreement constitutes the entire agreement between the parties with
respect to its subject matter, and supersedes all prior agreements, written or
oral, not incorporated herein. All prior writings, correspondence and memoranda,
representations, statements, warranties, agreements or covenants, express or
implied, of any kind or character whatsoever with respect to such subject matter
of this agreement are superseded hereby.

                                       8

<PAGE>

K.   The parties agree that no legal relationship of any kind exists as a result
of this Agreement, other than the covenants expressly contained herein. This
Agreement shall not constitute, create, give effect to or otherwise imply a
joint venture, partnership or business organization of any kind. The parties to
this agreement are independent parties and the personnel of one party shall not
be deemed the personnel of the other. Nothing in this Agreement shall grant to
either party any right to make commitments of any kind or to create any
obligation for or on behalf of the other without the prior written consent of
the other party, except to the extent stated herein.

L.   If a party is delayed from completing performance of any or all of its
obligations under this Agreement by an act of God or any other occurrence beyond
its reasonable control, then performance shall be excused for as long as is
reasonably necessary to complete performance.

M.   If any action, at law or equity, including an action for declaratory
relief, is brought to enforce or interpret this Agreement, then the prevailing
party shall be entitled to recover its reasonable costs, expenses, and attorney
fees from the other party, in addition to any other relief that may be awarded.

N.   This Agreement may be executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same
instrument.

In Witness Whereof, the Finance Authority of Maine and the Lender have each
caused this instrument to be executed as of the date first written above, by
their respective duly authorized officers.

(LENDER)                                          Finance Authority of Maine

STUDENT LOAN FINANCE
CORPORATION AND
SUBSIDIARIES
(US BANK TRUSTEE)

<TABLE>
<S>                                               <C>
____________________________________________      _____________________________________________

By:    /s/ Tom Steele                             By:   /s/ Greg Gollihur
     ---------------------------------------          -----------------------------------------

Print Name: Tom Steele                            Print Name:  Greg Gollihur
            --------------------------------                   --------------------------------

Its: CORPORATE TRUST OFFICER                      Its: Director, Education Services
     ---------------------------------------           ----------------------------------------

Department of Education Lender Code:

LID #:      833405
       -------------------------------------

Employer Identification Number:

EIN #:      41-0256895
       -------------------------------------
</TABLE>

                                        9

<PAGE>

                           FINANCE AUTHORITY OF MAINE

                 CERTIFICATE OF COMPREHENSIVE GUARANTEE COVERAGE

This CERTIFICATE is entered into as of the 20th day of February, 2002, for
certain consolidation loans made pursuant to Part B of Title IV of the Higher
Education Act of 1965 (20 U.S.C. (S) 1071 et seq.) as amended and in effect from
time to time, STUDENT LOAN FINANCE CORPORATION AND SUBSIDIARIES (US BANK
TRUSTEE) (hereinafter referred to as the "Lender") wishes to secure from the
Finance Authority of Maine, a body corporate and politic and a public
instrumentality of the State of Maine having its principal office in Augusta,
Maine (hereinafter the "Authority") its guaranty of loans made to certain
eligible borrowers. Therefore, the Authority and the Lender hereby agree and
certify as follows:

1.    As used herein, the following words shall have the meanings respectively
indicated:

Act:  Part B of Title IV of the Higher Education Act of 1965 (20 U.S.C. (S) 1071
et seq.) as amended and in effect from time to time, or any successor enactment
thereto, and the effective administrative regulations promulgated thereunder.

Agreement: The Agreement to Guarantee Consolidation Loans between the Authority
and the Lender, and any amendments thereto.

Certificate: This Certificate of Comprehensive Guarantee Coverage issued by the
Authority to the Lender in accordance with the Act.

2.   In this Certificate, unless the context or this Certificate otherwise
requires, all definitions and other provisions of the Agreement are controlling.
This Certificate is hereby incorporated into the Agreement and made a part
thereof.

3.   Within the limits set by the Act, the Rule, the Agreement and this
Guarantee Certificate, the Authority will make its Guarantee available to the
Lender to partially insure the Lender against loss of principal and interest on
Consolidation Loans originated by the Lender with respect to which Lender
requests such guarantee. Insurance will be at the maximum provided for under the
Act. The aggregate amount of such Guarantee shall at no time exceed
$100,000,000.00; provided, however, that upon receipt of a written request of
the Lender, the Authority may increase the aggregate amount of such Guarantee by
an amount to be mutually agreed upon in writing by the Authority and the Lender.

4.   The issuance by the Authority of Guarantees for Consolidation Loans
originated by the Lender under the Consolidation Loan Program is made in
reliance on the implied representations of the Lender that all requirements for
the issuance of the Authority Guarantee and the eligibility of such
Consolidation Loans for Federal Reinsurance have been met. The continuance of
Guarantees issued by the Authority for Consolidation Loans is conditioned upon
continued compliance by each and every holder of such Consolidation Loan with
the Act and the Common Manual as incorporated into the Rule. The delegation of
one or more functions to a servicing agency or another party does not relieve
the Lender of its responsibilities in administering Consolidation Loans.

<PAGE>

5    Each time the Lender originates a Consolidation Loan, the Lender shall
provide thorough and accurate loan information to the Eligible Borrower.

6.   No Consolidation Loan originated by the Lender will be covered by the
Authority's Guarantee unless and until the Lender has determined, in accordance
with reasonable and prudent business practice, with respect to each Eligible
Student Loan being consolidated (a) that each Eligible Student Loan is a legal,
valid and binding obligation; (b) that each such Eligible Student Loan was
originated and serviced in compliance with applicable laws and regulations; and
(c) with respect to all Eligible Student Loans made, insured, or guaranteed
under the Act, that the insurance or guarantee on each such Eligible Student
Loan is in full force and effect.

7.   The Lender will at all times be subject to the reporting requirements
identified in the Common Manual as incorporated into the Rule and the
Limitation, Suspension and Termination procedures set out in the Common Manual
as incorporated into the Rule (provided, however, that any such Limitation,
Suspension or Termination shall not affect the Guarantee of any Consolidation
Loan originated by the Lender prior to the initiation of such Limitation,
Suspension or Termination).

8.   All claims on Consolidation Loans Guaranteed pursuant to this Certificate
and all related administrative functions to be performed by the Authority
pursuant to this Certificate or the Agreement or the Common Manual as
incorporated into the Rule shall be processed or performed by the Authority or
by such administrative agent as it may designate.

9.   The Lender may offer to the Eligible Borrower and establish such
alternative repayment terms on a Consolidation Loan as will promote the
objectives of the Consolidation Loan Program; provided, however, that such
alternative repayment terms are in accordance with the Act, the Common Manual as
incorporated into the Rule, and the Agreement.

10.  Repayment of each Consolidation Loan originated by the Lender pursuant to
the Agreement and this Guarantee Certificate must commence within sixty (60)
days after the proceeds of such Consolidation Loan are paid by the Lender to the
holder or holders of Eligible Student Loans selected for consolidation and the
liability of the Eligible Borrower on such Eligible Loans is discharged.

11.  Each repayment schedule established by the Lender with respect to a
Consolidation Loan must require thereof the minimum installment payment be equal
to unpaid interest on such Consolidation Loan.

12.  Except with respect to Consolidation Loans that have been Guaranteed by the
Authority and continue to be outstanding under this Certificate, this
Certificate may be terminated by either party with or without cause upon not
less than ninety (90) calendar days prior written notice to the other party.
Such termination will not affect the Guarantee of any Consolidation Loan
originated by the Lender prior to such termination.

                                        2

<PAGE>

13.   This Guarantee Certificate shall be in effect, subject to the Act, the
Agreement and the Common Manual as incorporated into the rule, from the date of
its execution by the Authority until expiration of the Authority in the Act to
make or Guarantee Consolidation Loans, but no later than December 31, 2005.

                                        FINANCE AUTHORITY OF MAINE
STUDENT LOAN FINANCE
CORPORATION AND SUBSIDIARIES
(US BANK, TRUSTEE)
                                        ----------------------------------------

By:     /s/ Tom Steele                  By:   /s/ Greg Gollihur
    --------------------------------        ------------------------------------
         Authorized Signature                  Greg Gollihur

Print Name: Tom Steele                  Title: Director, Education Services
            ------------------------           ---------------------------------

Title: CORPORATE TRUST OFFICER
       -----------------------------

       141 N MAIN AVE BOX 5308
------------------------------------
Address

SIOUX FALLS, SD 57117-5708
------------------------------------
City, State Zip

January 30, 2002
------------------------------------
Date

       41-0256895
------------------------------------
Federal Identification Number

       833405
------------------------------------
D.E. Lender Code Number


         (605) 622-4400
------------------------------------
Telephone Number

                                        3

</TEXT>
</DOCUMENT>
