EDUCATION LOANS INC /DE
GUARANTY LOAN AGREEMENT - NEW JERSEY
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>28
<FILENAME>dex1024.txt
<DESCRIPTION>GUARANTY LOAN AGREEMENT - NEW JERSEY
<TEXT>
<PAGE>
                                                                   Exhibit 10.24


                       NEW JERSEY HIGHER EDUCATION STUDENT
                              ASSISTANCE AUTHORITY

                         LENDER PARTICIPATION AGREEMENT
                             FOR CONSOLIDATION LOANS

This AGREEMENT is made this 30/th/ day of January, 2002, by and between New
Jersey Higher Education Student Assistance Authority, a body corporate and
politic with corporate succession, created by N.J.SA. 18A:71A-1 et seq., as
amended, whose office is located at 4 Quakerbridge Plaza, P.O. Box 540, Trenton,
New Jersey 08625 ("Authority") and STUDENT LOAN FINANCE CORPORATION AND
SUBSIDIARIES (US BANK TRUSTEE) with its principal office at 105 SOUTHWEST FIRST
AVENUE, ABERDEEN, SD 57401-4173 ("Lender").

WHEREAS, Lender wishes to participate in a program of consolidation loans for
eligible borrowers under Title IV of the Higher Education Act of 1965, as
amended, and regulations thereunder (together the "Act"), and applicable state
law; and

WHEREAS, the Authority, which exists for the purpose of providing assistance to
students pursuing programs of postsecondary education at eligible institutions
as defined by the Act and N.J.S.A.18A:71A-1 et seq., is authorized to guarantee
loans, including consolidation loans; and

WHEREAS, the Authority has found that the Lender is an eligible lender
qualifying under the provisions of the Act and applicable state law;

NOW, THEREFORE, it is mutually agreed that:

1.     Within such limits as may be set by the Act, New Jersey statutes,
regulations thereunder, and this AGREEMENT, the Authority shall guarantee
consolidation loans with a first disbursement on or after October 1, 1993, no
less than 98 percent of the full amount of all such loans, including principal
and interest, made or acquired by the Lender, except that all loans continue to
be 100 percent guaranteed in the event of death, disability, bankruptcy,
situations covered by Section 428(j) or Section 439(q) of the Act or other
non-default claim (e.g., closed school or false certification) regardless of
disbursement date.

2.     Authority agrees to guarantee consolidation loans made by Lender,
provided that 1) no such consolidation loan consolidates a defaulted loan(s),
and 2) all loans submitted for guarantee have a connection to New Jersey.
"Connection to New Jersey" means that the consolidation loan is made to or on
behalf of a New Jersey resident, or consolidates at least one underlying loan
guaranteed by Authority.

3.     At least thirty (30) days after the end of every six-month period within
the initial term or any renewal term of this AGREEMENT, and at least thirty (30)
days after the end of the initial term and any renewal term of this AGREEMENT,
Lender shall provide Authority a report on its consolidation loan portfolio
guaranteed by Authority. Such report shall contain information informing
Authority of how the portfolio conforms to the terms of this AGREEMENT.

<PAGE>

4.     Whenever any guaranteed loan shall be in default (as defined by the Act,
New Jersey statutes, and, regulations thereunder), or upon the death or total
and permanent disability of a borrower, upon bankruptcy, upon situations covered
by Section 428(j) or Section 439(q) of the Act or upon other nondefault claim,
the Authority shall purchase the loan in an amount equal to the outstanding
principal plus unpaid accrued interest in accordance with paragraph 1, provided
that the loan was made in accordance with the Act, New Jersey statutes, Lender
has exercised due diligence in the making, servicing, and collection of such
loan; Lender has subrogated title to the loan note to the Authority; and Lender
has otherwise performed its obligations under this AGREEMENT with respect to
such loan.

5.     The Authority shall guarantee consolidation loans without regard to sex,
age, race, color, religion, handicapped status, income, national origin or any
other basis prohibited by applicable law and Lender shall not discriminate in
the making of consolidation loans to eligible borrowers, as defined by the Act
and New Jersey statutes, or in the treatment of such borrowers on any prohibited
basis.

6.     Lender shall make a consolidation loan to an eligible borrower only if
Lender uses best efforts to verify that the borrower has no other application
pending for a consolidation loan and Lender currently holds at least one of
borrower's eligible loans for consolidation, OR Lender obtains from borrower a
certification that borrower has been unable to obtain a consolidation loan from
holders of borrower's outstanding loans selected for consolidation, OR for a
consolidation loan made on or after July 1, 1994, Lender has obtained a
certification from the borrower that borrower has been unable to obtain a
consolidation loan with income-sensitive repayment terms from the holders of
borrower's loans selected for consolidation.

7.     In making a consolidation loan, Lender shall determine, to its
satisfaction, in accordance with reasonable and prudent business practices, for
each loan being consolidated that:

       a.     each loan is a legal, valid and binding obligation of the
              borrower;

       b.     each loan was made and serviced in compliance with applicable laws
              and regulations; and

       c.     the insurance on each loan is in full force and effect.

8.     In making a consolidation loan, Lender shall comply with all requirements
set forth in Section 428C of the Act, which specifically addresses federal
consolidation loans, and regulations issued pursuant to the Act.

9.     Lender shall maintain for all consolidation loans guaranteed a system of
records and accounts, shall afford access thereto at reasonable times and
intervals, and shall furnish such periodic and separate reports as may
reasonably be required by the U.S. Department of Education and the Authority,
under the Act, New Jersey statutes, and regulations thereunder. For
consolidation loans paid in full or otherwise discharged, Lender shall also
maintain records as required by the Act, New Jersey statutes, and regulations
thereunder.

10.    Authority shall maintain at all times reserve levels which comply with
the Act, N.J.S.A. 18A:71A-1 et seq., and regulations thereunder.

<PAGE>

11.    Failure of Lender to comply with the terms of this AGREEMENT with respect
to an individual consolidation loan shall not invalidate the guarantee of
Authority to Lender with respect to other consolidation loans held in compliance
with the terms of this AGREEMENT.

12.    Lender and the Authority agree to comply with the Act and all other
applicable Federal and State statutes, rules, and regulations, whether
applicable presently or hereafter, in performing the terms of this AGREEMENT.

13.    Lender agrees to follow such other published and binding directives of
the U.S. Department of Education, or other terms and conditions as the Authority
specifically requires to carry out the Consolidation Loan Program. Such terms
and conditions required by the Authority, unless also specifically required
under the Act, shall be communicated to Lender in writing at least thirty (30)
days in advance of the effective date of the same.

14.    In the event of an inconsistency between the Act and New Jersey statutes
and regulations or between the Act and the Authority's Consolidation Loan
Program terms and conditions, the Act shall govern any such inconsistency as it
relates to the performance of the terms of this AGREEMENT. Furthermore, in the
event that an amendment to the Act imposes a requirement on a party that is
consistent with an obligation imposed on such party under this AGREEMENT, such
party shall thereafter comply with the requirements of the Act.

15.    This AGREEMENT shall begin upon the full execution of this AGREEMENT and
shall continue for two years unless sooner terminated in accordance with the
provisions hereof. This AGREEMENT will automatically renew for successive one
(1) year terms unless either party provides written notice to the other party
declining to renew the AGREEMENT at least ninety (90) days prior to the
expiration of the initial term or any subsequent term.

16.    This AGREEMENT may be terminated by either party by giving thirty (30)
days notice in writing to the other party by certified mail. All rights and
obligations hereunder shall immediately cease upon termination, except the
rights and obligations of the parties which existed prior to the date of such
termination.

17.    The Authority and Lender each represents to the other that it has the
full and unencumbered right to enter into this AGREEMENT and to fully perform
its obligations hereunder.

18.    This AGREEMENT sets forth the entire agreement of the parties with
respect to any and all consolidation loans which may be made hereunder.

19.    If any provision of this AGREEMENT is invalid under the Act, regulations
thereunder, New Jersey statutes, or regulations thereunder, and the invalidity
shall not affect other provisions of this AGREEMENT which can be given affect
without the invalid provisions, then to this end, the provisions of this
AGREEMENT are severable.

20.    This AGREEMENT is to be interpreted under the laws of the State of New
Jersey, without respect to conflict of laws principles.

<PAGE>

IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed by
their duly authorized representatives, and their respective seals to be affixed,
as of the dates indicated below.

Date:  February 20, 2002             NEW JERSEY HIGHER EDUCATION STUDENT
                                     ASSISTANCE AUTHORITY

                                     By:   /s/ Lynn B. Kegelman
                                             Lynn B. Kegelman, Esq.
                                     Title:  Director of Government Relations
                                             and Legal Affairs

Date:  1-30-2002                     STUDENT LOAN FINANCE CORPORATION &
                                     SUBSIDIARIES (US BANK TRUSTEE)

                                     By:   /s/ Tom Steele
                                             Tom Steele, Corporate Trust Officer
                                                   833405
                                     Lender Identification Number(s)
                                                   41-0256895
                                     Employer Identification Number

<PAGE>

                    AUTHORITY CERTIFICATION OF COMPREHENSIVE
      INSURANCE (for Consolidation Loans made in accordance with Title IV,
             Part B of the Higher Education Act of 1965, as amended)

The New Jersey Higher Education Student Assistance Authority, herein referred to
as the "Authority," authorizes that all Consolidation Loans made in conformity
with the requirements of Part B of Title IV of the Higher Education Act of 1965,
as amended (the "Act") by,

STUDENT LOAN FINANCE CORPORATION & SUBSIDIARIES (US BANK TRUSTEE) (833405)
herein referred to as the "Lender," are fully insured against loss of principal
and interest by the Authority provided:

1.    The Lender has determined to its satisfaction, in accordance with
reasonable and prudent business practices, for each loan being consolidated -

      a.   that the loan is legal, valid, and binding obligation of the
           borrower;

      b.   that each such loan was made and serviced in compliance with
           applicable laws and regulations; and

      c.   that the insurance on such loan is in full force and effect.

2.    That the Consolidation Loans(s) will be made on or after June 8, 1987, but
no later than provided for in the Higher Education Act of 1965, as amended.

3.    That the total unpaid principal amount of all Consolidation Loans made
under this certificate is without limitation, except for the limitation on
consolidation borrowers without a connection to New Jersey, as set forth in the
Lender Participation Agreement for Consolidation Loans between Lender and
Authority.

4.    That the Lender offers alternative repayment terms to borrowers, as
authorized under the Act.

5.    That, if the Lender prior to the expiration of this certificate no longer
proposes to make Consolidation Loans, the Lender will so notify the Authority in
order that the certificate may be terminated. Such termination shall not affect
the insurance on any Consolidation Loan made prior to such termination.

6.    That the Lender's Loan Consolidation Program practices are subject to the
Authority's Guaranteed Loan Program Lender Participation Limitation, Suspension
or Termination procedures. The insurance on any Consolidation Loan(s) made under
this certificate prior to the Authority's imposition of a limitation, suspension
or termination action shall not be affected by such action.

7.    That the Lender complies with the Authority's reporting requirements
specified in the Common Manual.

<PAGE>

The New Jersey Higher Education Student Assistance Authority Preclaims and
Claims Unit is designated as the unit which will process claims and perform
other related administration functions.

       /s/ Lynn B. Kegelman                          February 20, 2002
----------------------------------
Authority Official                                          DATE

</TEXT>
</DOCUMENT>
