PHEAA Student Loan Trust I Announces Consent Solicitation with Respect to its and Student Loan Asset-Backed Notes Series 2004-1, Class A-2 (CUSIP: 71722TAF1) and Series 2004-1, Class A-3 (CUSIP: 71722TAG9) Issued under that Certain Indenture of Trust dated as of December 1, 2003, as amended.

Main Content

Harrisburg, PA (July 5, 2017)—The Pennsylvania Higher Education Assistance Agency (the "Agency") as administrator of the PHEAA Student Loan Trust I (the "Issuer"), today announced that it has commenced a consent solicitation that relates to Student Loan Asset-Backed Notes Series 2004-1, Class A-2 (CUSIP: 71722TAF1) and Series 2004-1, Class A-3 (CUSIP: 71722TAG9) issued under that certain Trust Indenture dated as of December 1, 2003, as amended and supplemented (collectively, the "Notes").

The consent solicitation will expire at 5:00 p.m. New York City time, on July 26, 2017, unless further extended or earlier terminated.

Issuer seeks consent and approval to amend the Indenture of Trust dated as of December 1, 2003 by and among Manufacturers and Traders Trust Company as indenture trustee (the "Indenture Trustee") and as eligible lender trustee (the "Eligible Lender Trustee") and the Issuer (as amended, the "Initial Indenture") and the Second Supplemental Indenture of Trust dated as of July 1, 2004 by and among the Issuer, Indenture Trustee, and Eligible Lender Trustee (the "Second Supplemental Indenture" and together with the Initial Indenture, the "Indenture"), applicable to each class of the Notes, as well as the applicable servicing agreement for the student loans that serve as collateral. The proposed amendments will require:

  1. The prompt sale of the student loans pledged to secure repayment of the Notes; and
  2. The prompt application of the proceeds from such sale together with funds in pledged accounts to redeem the then outstanding Notes in full at a redemption price of 100.5% of the principal amount of such then outstanding Notes together with accrued but unpaid interest thereon (and applicable carryover amounts and carryover interest thereon, if any), up to but not including the redemption date applicable to the particular class of Notes, on or before the second Payment Date (as defined with respect to the applicable class of Notes). If consent is obtained by July 26, 2017, the redemption is expected to be on August 17, 2017 for the Class A-2 Notes, and on August 31, 2017 for the Class A-3 Notes.

The complete terms and conditions of the consent solicitation are set forth in the Request for Noteholder Consents dated July 5, 2017 (the "Request for Consent").

This press release is for informational purposes only and is not a solicitation of consent with respect to the Notes. The consent solicitation may only be made in accordance with and subject to the terms and conditions specified in the Request for Consent documents, which more fully set forth the terms and conditions of the consent solicitation.

About the Pennsylvania Higher Education Assistance Agency and the PHEAA Student Loan Trust I

Created in 1963 by the Pennsylvania General Assembly, the Pennsylvania Higher Education Assistance Agency (PHEAA) has evolved into one of the nation's leading student aid organizations. Today, PHEAA is a national provider of student financial aid services, serving millions of students and thousands of schools through its loan guaranty, loan servicing, state grant administration, outreach, and other student aid programs.

PHEAA's earnings are used to support its public service mission and to pay its operating costs, including the administration of the Pennsylvania State Grant and other state-funded student aid programs. PHEAA devotes its energy, resources and imagination to developing innovative ways to ease the financial burden of higher education for students, families, schools, and taxpayers.

The Agency conducts its student loan servicing activities nationally as American Education Services and FedLoan Servicing, and acts as servicer and administrator for the PHEAA Student Loan Trust I.

PHEAA Student Loan Trust I is a wholly-owned special-purpose bankruptcy-remote subsidiary of PHEAA Student Loan Foundation, Inc. PHEAA Student Loan Foundation, Inc. is a Pennsylvania non-stock, non-member, not-for-profit corporation that was organized to benefit, and to further the purposes of, the Agency, as its sole beneficiary, including by facilitating student loan securitization transactions through PHEAA Student Loan Trust I.

Forward-Looking Statements

Forward-looking statements in this press release are based on current expectations. This press release contains forward-looking statements that involve a variety of business risks and other uncertainties that could cause actual results to differ materially. Words such as "expects," "intends," "plans," "projects," "believes," "estimates" and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Forward-looking statements speak only as of the date made. There is no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date as of which they are made. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this release or that may be made elsewhere from time to time by, or on behalf of, the Agency, PHEAA Student Loan Foundation, Inc., or the Issuer.

The Request for Consent does not constitute a solicitation of consent in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make the solicitation under applicable securities or blue sky laws. Inquiries and requests for copies of the Request for Consent may be obtained from the Information and Tabulation Agent:

Bondholder Communications Group, LLC
ATTN: Phoebe Franklin
30 Broad Street, 46th floor
New York, NY 10004
Telephone: (212) 809-2663
Fax: (212)437-9827
Email: PFranklin@bondcom.com
www.bondcom.com/PHEAA2017