8-K 1 ncf_8k.txt THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-1 ------------------------------------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 10, 2004 ------------- The National Collegiate Student Loan Trust 2004-1 (Exact Name of Registrant as Specified in Charter)
DELAWARE 333-113336-01 43-2052405 -------- ------------- ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 800 Boylston Street, 34th Floor, Boston, MA 02199-8157 ------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (800) 895-4283 -------------- ------------------------------------------------------------------------------ Item 2. Acquisition or Disposition of Assets. ------------------------------------ For a description of the Notes, refer to the Indenture. For a description of the Student Loans, refer to the Deposit and Sale Agreement. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. --------------------------------------------------------- (a) Not applicable (b) Not applicable (c) Exhibits:
EXHIBIT NO. DESCRIPTION ----------- ----------- 1.1 Underwriting Agreement, dated as of June 7, 2004, among The National Collegiate Student Loan Trust 2004-1, UBS Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and The First Marblehead Corporation EXHIBIT NO. DESCRIPTION ----------- ----------- 4.1 Indenture, dated as of June 1, 2004, between The National Collegiate Student Loan Trust 2004-1 and U.S. Bank National Association EXHIBIT NO. DESCRIPTION ----------- ----------- 5.1 Opinion of Thacher Proffitt & Wood LLP, dated as of June 10, 2004, with respect to legality EXHIBIT NO. DESCRIPTION ----------- ----------- 8.1 Opinion of Thacher Proffitt & Wood LLP, dated as of June 10, 2004, regarding tax matters EXHIBIT NO. DESCRIPTION ----------- ----------- 10.1* Note Purchase Agreement, dated as of May 1, 2002, between Bank One, N.A. and The First Marblehead Corporation, as amended EXHIBIT NO. DESCRIPTION ----------- ----------- 10.2* Note Purchase Agreement, dated as of April 30, 2001, between Bank of America, N.A. and The First Marblehead Corporation, as amended EXHIBIT NO. DESCRIPTION ----------- ----------- 10.3* Note Purchase Agreement, dated as of May 15, 2002, between Charter One, N.A. and The First Marblehead Corporation, as amended EXHIBIT NO. DESCRIPTION ----------- ----------- 10.4 Deposit and Sale Agreement, dated as of June 10, 2004, between The National Collegiate Funding LLC and The National Collegiate Student Loan Trust 2004-1 EXHIBIT NO. DESCRIPTION ----------- ----------- 10.5 * + Guaranty Agreement between The Education Resources Institute, Inc. and Bank One, N.A. dated May 13, 2002, as amended EXHIBIT NO. DESCRIPTION ----------- ----------- 10.6 * + Guaranty Agreement between The Education Resources Institute, Inc. and Bank of America, N.A., dated April 30, 2001, as amended EXHIBIT NO. DESCRIPTION ----------- ----------- 10.7 * + Guaranty Agreement between The Education Resources Institute, Inc. and Charter One Bank, N.A., dated as of May 15, 2002, as amended EXHIBIT NO. DESCRIPTION ----------- ----------- 10.8* Alternative Servicing Agreement, dated as of October 16, 2001, between the Pennsylvania Higher Education Assistance Agency and The First Marblehead Corporation EXHIBIT NO. DESCRIPTION ----------- ----------- 10.9 Trust Agreement, dated as of June 10, 2004, among Wachovia Trust Company, National Association, The National Collegiate Funding LLC and The Education Resources Institute, Inc. EXHIBIT NO. DESCRIPTION ----------- ----------- 10.10 Administration Agreement, dated as of June 10, 2004, among The National Collegiate Student Loan Trust 2004-1, Wachovia Trust Company, National Association, U.S. Bank National Association and First Marblehead Data Services, Inc. EXHIBIT NO. DESCRIPTION ----------- ----------- 10.11 Back-up Note Administration Agreement, dated as of June 10, 2004, among The National Collegiate Student Loan Trust 2004-1, First Marblehead Data Services, Inc., Wachovia Trust Company, National Association and U.S. Bank National Association EXHIBIT NO. DESCRIPTION ----------- ----------- 10.12 Structuring Advisory Agreement, dated as of June 10, 2004, between The National Collegiate Student Loan Trust 2004-1 and The First Marblehead Corporation EXHIBIT NO. DESCRIPTION ----------- ----------- 10.13 Deposit and Security Agreement, dated as of June 10, 2004, among The Education Resources Institute, Inc., The National Collegiate Student Loan Trust 2004-1 and First Marblehead Data Services, Inc. EXHIBIT NO. DESCRIPTION ----------- ----------- 10.14 + Pool Supplement, dated as of June 10, 2004, among The First Marblehead Corporation, The National Collegiate Funding LLC and Bank One, N.A. EXHIBIT NO. DESCRIPTION ----------- ----------- 10.15 + Pool Supplement, dated as of June 10, 2004, among The First Marblehead Corporation, The National Collegiate Funding LLC and Bank of America, N.A. EXHIBIT NO. DESCRIPTION ----------- ----------- 10.16 + Pool Supplement, dated as of June 10, 2004, among The First Marblehead Corporation, The National Collegiate Funding LLC and Charter One, N.A. EXHIBIT NO. DESCRIPTION ----------- ----------- 23.1 Consent of PricewaterhouseCoopers LLP, independent auditors of The Education Resources Institute, Inc. dated May 13, 2004 EXHIBIT NO. DESCRIPTION ----------- ----------- 23.2 Consent of PricewaterhouseCoopers LLP, independent auditors of The Education Resources Institute, Inc. dated June 3, 2004
* Exhibit (or amendments to Exhibit) previously filed as an exhibit to file 333-108531 and incorporated herein by reference + Confidential treatment to be requested for certain portions of this Exhibit pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 2004-1 By: FIRST MARBLEHEAD DATA SERVICES, INC., ADMINISTRATOR By: /s/ Bruce F. Lefenfeld ------------------------- Name: Bruce F. Lefenfeld Title: President Dated: June 25, 2004 EXHIBIT INDEX
Sequentially Exhibit Numbered Number Description ------ ----------- 1.1 Underwriting Agreement, dated as of June 7, 2004, among The National Collegiate Student Loan Trust 2004-1, UBS Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and The First Marblehead Corporation 4.1 Indenture, dated as of June 1, 2004, between The National Collegiate Student Loan Trust 2004-1 and U.S. Bank National Association 5.1 Opinion of Thacher Proffitt & Wood LLP, dated as of June 10, 2004, with respect to legality 8.1 Opinion of Thacher Proffitt & Wood LLP, dated as of June 10, 2004, regarding tax matters 10.1* Note Purchase Agreement, dated as of May 1, 2002, between Bank One, N.A. and The First Marblehead Corporation, as amended 10.2* Note Purchase Agreement, dated as of April 30, 2001, between Bank of America, N.A. and The First Marblehead Corporation, as amended 10.3* Note Purchase Agreement, dated as of May 15, 2002, between Charter One, N.A. and The First Marblehead Corporation, as amended 10.4 Deposit and Sale Agreement, dated as of June 10, 2004, between the The National Collegiate Funding LLC and The National Collegiate Student Loan Trust 2004-1 10.5 * + Guaranty Agreement between The Education Resources Institute, Inc. and Bank One, N.A. dated May 13, 2002, as amended 10.6 * + Guaranty Agreement between The Education Resources Institute, Inc. and Bank of America, N.A., dated April 30, 2001, as amended 10.7 * + Guaranty Agreement between The Education Resources Institute, Inc. and Charter One Bank, N.A., dated as of May 15, 2002, as amended 10.8 * Alternative Servicing Agreement, dated as of October 16, 2001, between the Pennsylvania Higher Education Assistance Agency and The First Marblehead Corporation 10.9 Trust Agreement, dated as of June 10, 2004, among Wachovia Trust Company, National Association, The National Collegiate Funding LLC and The Education Resources Institute, Inc. 10.10 Administration Agreement, dated as of June 10, 2004, among The National Collegiate Student Loan Trust 2004-1, Wachovia Trust Company, National Association, U.S. Bank National Association and First Marblehead Data Services, Inc. 10.11 Back-up Note Administration Agreement, dated as of June 10, 2004, among The National Collegiate Student Loan Trust 2004-1, First Marblehead Data Services, Inc., Wachovia Trust Company, National Association and U.S. Bank National Association 10.12 Structuring Advisory Agreement, dated as of June 10, 2004, between The National Collegiate Student Loan Trust 2004-1 and The First Marblehead Corporation 10.13 Deposit and Security Agreement, dated as of June 10, 2004, among The Education Resources Institute, Inc., The National Collegiate Student Loan Trust 2004-1 and First Marblehead Data Services, Inc. 10.14 + Pool Supplement, dated as of June 10, 2004, among The First Marblehead Corporation, The National Collegiate Funding LLC and Bank One, N.A. 10.15 + Pool Supplement, dated as of June 10, 2004, among The First Marblehead Corporation, The National Collegiate Funding LLC and Bank of America, N.A. 10.16 + Pool Supplement, dated as of June 10, 2004, among The First Marblehead Corporation, The National Collegiate Funding LLC and Charter One, N.A. 23.1 Consent of PricewaterhouseCoopers LLP, independent auditors of The Education Resources Institute, Inc. dated May 13, 2004 23.2 Consent of PricewaterhouseCoopers LLP, independent auditors of The Education Resources Institute, Inc. dated June 3, 2004
* Exhibit (or amendments to Exhibit) previously filed as an exhibit to file 333-108531 and incorporated herein by reference + Confidential treatment to be requested for certain portions of this Exhibit pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934.