LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...

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otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) It has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 of the Financial Services and Markets Act 2000, received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 does not apply to the trust; and (c) It has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom. No action has been or will be taken by the depositor or the underwriters that would permit a public offering of the notes in any country or jurisdiction other than in the United States, where action for that purpose is required. Accordingly, the notes may not be offered or sold, directly or indirectly, and neither the prospectus, this prospectus supplement nor any circular, prospectus, form of application, advertisement or other material may be distributed in or from or published in any country or jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose hands this prospectus supplement comes are required by the depositor and the underwriters to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, sell or deliver notes or have in their possession or distribute such prospectus supplement, in all cases at their own expense. We have not authorized any offer of the notes to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended. The notes may not be lawfully offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of these regulations or otherwise in compliance with all applicable provisions of these regulations and the Financial Services Act 1986, as amended. LEGAL MATTERS Certain legal matters relating to the notes will be passed upon for the trust and the administrator by Thacher Proffitt & Wood LLP, New York, New York, and for the underwriters by Stroock & Stroock & Lavan LLP, New York, New York. Certain federal income tax and other matters will be passed upon for the trust by Thacher Proffitt & Wood LLP, New York, New York. RATINGS It is a condition to the issuance of the class A notes that the class A notes be rated in the highest rating category of all three rating agencies. It is a condition to the issuance of the class B notes that the class B notes be rated in one of the three highest rating categories of all three rating agencies. No application was made to any other rating agency for the purpose of obtaining additional ratings of the notes. S-60
Any ratings, if assigned, reflect only the view of the rating agency rating the notes. Any explanation of the significance of the ratings may be obtained only from the rating agency. The trust has furnished to the rating agencies certain information and materials, some of which may not have been included in this prospectus supplement, relating to the notes. Generally, rating agencies base their ratings on that information and materials and on investigation, studies and assumptions made by the rating agencies. There can be no assurance that ratings when assigned will continue for any given period of time. EXPERTS The financial statements of TERI as of and for the years ended June 30, 2002 and June 30, 2003 attached to this prospectus supplement as Annex I have been audited by PricewaterhouseCoopers LLP, independent accountants, as stated in their report appearing in Annex I, and are included in reliance upon the report of that firm given upon their authority as experts in accounting and auditing. S-61
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LISTING SUPPLEMENT $189,000,000 Cla
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The Indenture Trustee will represen
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DIRECTORY UNDERWRITERS UBS Securiti
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PROSPECTUS SUPPLEMENT (To Prospectu
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THE INFORMATION IN THIS PROSPECTUS
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the transfer documents with respect
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calculations for the class A-IO-1 n
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• First, from amounts on deposit
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Final Maturity Dates The unpaid pri
Page 20 and 21: Amounts in the reserve account in e
Page 22 and 23: Poor’s Ratings Services, a divisi
Page 24 and 25: loans after each transfer of additi
Page 26 and 27: Sequential payment of the class A n
Page 28 and 29: If the loans were marketed or servi
Page 30 and 31: Failures by borrowers to pay timely
Page 32 and 33: FORMATION OF THE TRUST The National
Page 34 and 35: THE SELLERS Set forth below is a ch
Page 36 and 37: It is a student loan guarantor, not
Page 38 and 39: Loan Loss Reserve. TERI’s loan lo
Page 40 and 41: Guaranty Volume. TERI is one of the
Page 42 and 43: egarding the distribution of the tr
Page 44 and 45: Outstanding Principal Balance Perce
Page 46 and 47: Distribution of the Trust Student L
Page 48 and 49: Cosigned Loans Percentage of Trust
Page 50 and 51: Distribution of the Trust Student L
Page 52 and 53: TERI GUARANTY AGREEMENTS AND TERI S
Page 54 and 55: However, for the initial interest p
Page 56 and 57: Unless an event of default occurs,
Page 58 and 59: $114,130,609. The amount on deposit
Page 60 and 61: Distributions and Payments Distribu
Page 62 and 63: (13) Pro rata: any unreimbursed adv
Page 64 and 65: On each quarterly distribution date
Page 66 and 67: ERISA CONSIDERATIONS The Employee R
Page 68 and 69: • Whether under the general fiduc
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Page 74 and 75: “Collection Period” means, with
Page 76 and 77: “10% Pool Balance Distribution Da
Page 78 and 79: TF-2 The Education Resources Instit
Page 80 and 81: PricewaterhouseCoopers LLP One Inte
Page 82 and 83: The Education Resources Institute,
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Page 104 and 105: IMPORTANT NOTICE ABOUT INFORMATION
Page 106 and 107: Interest distributions with disprop
Page 108 and 109: the student loan purchase agreement
Page 110 and 111: FORMATION OF THE TRUSTS The Trusts
Page 112 and 113: There can be no assurance that the
Page 114 and 115: Graduate credit-ready; Continuing e
Page 116 and 117: For credit-worthy programs only, to
Page 118 and 119: The composition of the pool; The di
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demands of any person, and the sell
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liquidator for itself or all or a s
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Fixed Rate Notes Each class of fixe
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Overcollateralization; Letters of c
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(a) Assumptions: (i) Denominations
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All necessary trust action for the
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However, the amount of principal re
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With respect to the trust, none of
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(j) For the first quarterly distrib
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changes in prevailing interest rate
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trust, or the indenture trustee. Di
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Luxembourg participants or Euroclea
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and clear of the lien of any third
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Tax Characterization of the Notes U
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of the stated redemption price of t
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the gain, or increase the loss, oth
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disposition of a note by a Non-U.S.
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Prohibited Transaction Class Exempt
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The underwriters will agree, subjec
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Secondary Market Trading Since the
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Borrowing through Clearstream, Luxe
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LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...

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