$320,000,000 BRAZOS STUDENT FINANCE CORPORATION STUDENT LOAN ASSET-BACKED NOTES

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1 NEW ISSUE - Book-Entry Only $320,000,000 BRAZOS STUDENT FINANCE CORPORATION STUDENT LOAN ASSET-BACKED NOTES CONSISTING OF $76,000,000 Senior Series 2003A-1 $75,000,000 Senior Series 2003A-2 $75,000,000 Senior Series 2003A-3 $64,000,000 Senior Series 2003A-4 and $30,000,000 Subordinate Series 2003B-1 (Auction Rate Securities) The Student Loan Asset-Backed Notes, Senior Series 2003A-1 (the Series 2003A-1 Notes ), Senior Series 2003A-2 (the Series 2003A-2 Notes ), Senior Series 2003A-3 (the Series 2003A-3 Notes ) and Senior Series 2003A-4 (the Series 2003A-4 Notes and, together with the Series 2003A-1 Notes, Series 2003A-2 Notes and Series 2003A-3 Notes, the Series 2003 Class A Notes ) and Subordinate Series 2003B-1 (the Series 2003B-1 Notes and together with the Series 2003 Class A Notes the Series 2003 Notes ) described above will be issued by the Brazos Student Finance Corporation (the Corporation ) pursuant to an Indenture of Trust, dated as of April 1, 2003 (the Indenture ). Following the respective initial interest periods for each series, the Series 2003 Notes will bear interest initially at an Auction Rate. The Series 2003 Notes will be dated the date of their issuance, issued as fully registered notes in book-entry form only and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ( DTC ), New York, New York. (See additional information on the inside of this front cover.) (continued on following page) UPON ISSUANCE, THE SERIES 2003 NOTES WILL NOT BE REGISTERED BY THE CORPORATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND WILL NOT BE LISTED ON ANY STOCK OR OTHER SECURITIES EXCHANGE. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE OR OTHER GOVERNMENTAL ENTITY OR AGENCY WILL HAVE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM OR APPROVED THE SERIES 2003 NOTES FOR SALE. Price to Public Underwriting Discount (1) Proceeds to the Corporation (2) Stated Maturity (July 1) Series 2003A-1 Notes $ 76,000, % $ 75,756, Series 2003A-2 Notes $ 75,000, % $ 74,759, Series 2003A-3 Notes $ 75,000, % $ 74,759, Series 2003A-4 Notes $ 64,000, % $ 63,794, Series 2003B-1 Notes $ 30,000, % $ 29,903, Total $320,000,000 $318,973,000 (1) The Corporation has agreed to indemnify the Underwriters against liabilities, including liabilities under the Securities Act of 1933, as amended. (2) Before deducting expenses, estimated to be $1,370,270. THE SERIES 2003 NOTES ARE SPECIAL, LIMITED OBLIGATIONS OF THE CORPORATION, A NON- PROFIT CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS. THE SERIES 2003 NOTES ARE PAYABLE SOLELY FROM THE ASSETS HELD IN THE TRUST ESTATE. THE SERIES 2003 NOTES ARE NOT GENERAL OBLIGATIONS OF THE CORPORATION. See SUMMARY OF INITIAL CASH FLOW PROJECTIONS and RISK FACTORS. The Series 2003 Notes are offered when, as and if issued and received by the Underwriters, and subject to the approval of validity by Fulbright & Jaworski L.L.P., Note Counsel. Certain legal matters will be passed on for the Corporation by its counsel, Murray Watson, Jr., and for the Underwriters by their counsel, Squire, Sanders & Dempsey L.L.P. The Series 2003 Notes are expected to be available for delivery in book-entry form only through the facilities of DTC against payment therefor in immediately available funds on or about April 23, Citigroup Dated: April 22, 2003 Banc of America Securities LLC

2 ADDITIONAL INFORMATION CONTINUED FROM COVER PAGE The Series 2003 Notes are being issued by the Corporation for the purpose of providing the Corporation with funds to acquire a portfolio of Student Loans that includes: Student Loans that are directly insured by the federal government acting through the Secretary of Education pursuant to the Federal Family Education Loan Program ( FFELP ) under the Higher Education Act of 1965 (the Higher Education Act ) or guaranteed by certain guarantee agencies acting pursuant to the Higher Education Act and eligible for reimbursement by the Secretary of Education pursuant to a federal reimbursement contract ( FFELP Loans ); Student Loans that are directly insured by the federal government acting through the Secretary of Health and Human Services pursuant to the Health Education Assistance Loan Program (the HEAL Program ) under the Public Health Service Act ( HEAL Loans ); and Student Loans ( Alternative Student Loans ) that are (a) not insured or guaranteed by anyone, or (b) not insured or reinsured by the federal government but are privately guaranteed or insured by institutions other than the federal guarantee agencies acting pursuant to the Higher Education Act of 1965 (the Alternative Guarantors or Insurers ). The Series 2003 Notes are special, limited obligations of the Corporation payable solely from (i) the Student Loans held in the Trust Estate and the funds derived from those Student Loans, (ii) amounts on deposit in the Reserve Fund maintained under the Indenture described herein, and (iii) certain other pledged funds as described herein. See SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2003 NOTES. The lien on the Trust Estate created by the Indenture securing the Series 2003B-1 Notes and all Notes issued on a parity therewith (the Class B Notes ) is junior and subordinate to the lien securing the Series 2003 Class A Notes and all Notes issued on a parity therewith (the Class A Notes ). See APPENDIX A SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Collection Fund for a description of the relative priority of payment of principal, interest and Noteholders Interest Carryover with respect to each series of Notes. DTC will act as securities depository. Book-entry interests in the Series 2003 Notes initially will be made available for purchase in the principal amount of $100,000 and integral multiples thereof. Purchasers of the Series 2003 Notes ( Beneficial Owners ) will not receive physical delivery of certificates representing their interest in the Series 2003 Notes purchased. The principal of, interest on, and Noteholders Interest Carryover, if any, on the Series 2003 Notes will be payable by U.S. Bank National Association, Cincinnati, Ohio, as Trustee, to DTC which will in turn remit such principal, interest and Noteholders Interest Carryover, if any, to its Participants, which will in turn remit such principal, interest and Noteholders Interest Carryover, if any, to the Beneficial Owners of the Series 2003 Notes. The interest rate on each series of Series 2003 Notes for their respective Initial Periods (described below) will be determined on or about April 22, Thereafter, until a Conversion Date, if any, each series of Series 2003 Notes will bear interest during each Auction Period at a rate established by the Auction Agent (initially The Bank of New York) on each Rate Determination Date (described below) pursuant to the Auction Procedures described herein, based initially upon a 28-day Auction Period, the length of which may be increased or decreased pursuant to an Auction Period Adjustment or Auction Period Conversion described below under DESCRIPTION OF THE SERIES 2003 NOTES Auction Period Adjustment and Conversion and Auction Period Conversion and Mandatory Tender. In this Offering Memorandum, the term Auction Rate Securities refers to the Series 2003 Notes that bear interest at a rate determined pursuant to the Auction Procedures described herein. This Offering Memorandum does not describe terms of the Series 2003 Notes in any mode other than an Auction Rate mode. The respective Initial Periods and Rate Determination Dates for each series of the Series 2003 Notes are as follows: Series Initial Period (from Date of Issuance through and including) Rate Determination Date 2003A-1... May 13, 2003 May 13, 2003 and each fourth Tuesday thereafter 2003A-2... May 18, 2003 May 16, 2003 and each fourth Friday thereafter 2003A-3... May 26, 2003 May 23, 2003 and each fourth Friday thereafter 2003A-4... May 21, 2003 May 21, 2003 and each fourth Wednesday thereafter 2003B-1... May 26, 2003 May 23, 2003 and each fourth Friday thereafter The interest rate on Auction Rate Securities is subject to certain limitations described herein under DESCRIPTION OF THE SERIES 2003 NOTES Noteholders Interest Carryover and the interest rate on Auction Rate Securities will never exceed 15% per annum or such lesser rate as may, pursuant to the Indenture, be the maximum lawful nonusurious rate permitted by applicable law (the Interest Rate Limitation ). Pursuant to a Conversion, the interest rate for the Series 2003 Notes may be converted to a fixed interest rate or a variable interest rate other than an Auction Rate. Interest on each series of the Auction Rate Securities will be payable on the first Business Day following the expiration of each related Auction Period.

3 OFFERING MEMORANDUM SUMMARY The following summary is qualified in its entirety by reference to the detailed information appearing elsewhere in this Offering Memorandum. Reference is made to the caption SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Certain Definitions in APPENDIX A for the definitions of certain capitalized terms used herein. Title of Securities... $76,000,000 Student Loan Asset-Backed Notes, Senior Series 2003A-1 (the Series 2003A-1 Notes ), $75,000,000 Student Loan Asset-Backed Notes, Senior Series 2003A-2 (the Series 2003A-2 Notes ), $75,000,000 Student Loan Asset-Backed Notes, Senior Series 2003A-3 (the Series 2003A-3 Notes ), $64,000,000 Student Loan Asset-Backed Notes, Senior Series 2003A-4 (the Series 2003A-4 Notes and, together with the Series 2003A-1 Notes, Series 2003A-2 Notes and Series 2003A-3 Notes, the Series 2003 Class A Notes ) and $30,000,000 Student Loan Asset-Backed Notes, Subordinate Series 2003B-1 (the Series 2003B-1 Notes and, together with the Series 2003 Class A Notes, the Series 2003 Notes ). Issuer... Acquisition of Student Loans... Servicer... Subservicers... Trustee... The Pledged Assets... Brazos Student Finance Corporation (the Corporation ), a Texas non-profit corporation, the principal office of which is located in Waco, Texas. On the Date of Issuance, or shortly thereafter, the Corporation expects to purchase with proceeds of the Series 2003 Notes approximately $194,000,000 in principal amount of FFELP Loans, approximately $2,700,000 in principal amount of HEAL Loans, and approximately $13,000,000 in principal amount of Alternative Student Loans that are neither insured nor guaranteed. After the Date of Issuance but before December 1, 2003, the Corporation expects to purchase with the remaining proceeds of the Series 2003 Notes approximately $63,700,000 in principal amount of FFELP Loans and approximately $25,000,000 in principal amount of Alternative Student Loans that are neither insured nor guaranteed. The Brazos Higher Education Service Corporation, Inc., a Texas nonprofit corporation located in Waco, Texas. Initially, ACS Education Services, Inc. ( ACS ), Great Lakes Education Loan Servicing, Inc. ( GLELSI ), Pennsylvania Higher Education Assistance Agency ( PHEAA ), Sallie Mae Servicing L.P. ( Sallie Mae ) and CFS-SunTech Servicing LLC ( CFS-SunTech ). U.S. Bank National Association, Cincinnati, Ohio, as trustee (the Trustee ), will hold legal title to the Student Loans held in the Trust Estate pursuant to an Indenture of Trust, dated as of April 1, 2003 (the Indenture ), between the Trustee and the Corporation. A Trust Estate has been created pursuant to the Indenture. The lien on the Trust Estate created by the Indenture securing the Series 2003B-1 Notes and all Notes issued on a parity therewith (the Class B Notes ) is junior and subordinate to the lien securing the Series 2003 Class A Notes and all Notes issued on a parity therewith (the Class A Notes ). The assets of the Trust Estate that have been pledged to secure the Notes issued pursuant to the Indenture (including the Series 2003 Notes) include: (a) a portfolio of Student Loans that were originated to provide education financing for Eligible Borrowers attending Eligible Institutions, (b) the Available Funds collected or to be collected in respect of such Student i

4 Loans, and (c) all moneys and investments on deposit in all Funds (other than the Operating Fund and the General Fund established pursuant to the Indenture). Under the terms of the Indenture, Alternative Student Loans originated under the Gate Programs (as defined herein) and Alternative Student Loans originated under the EIC Loan Program (as defined herein) purchased with the proceeds of the Series 2003 Notes may not exceed, in principal amount, $13,000,000 and $25,000,000, respectively; provided that such amounts may be increased if the Corporation receives written confirmation from each Rating Agency that such action will not adversely affect any Rating of such Rating Agency on any Outstanding Notes. See ALTERNATIVE STUDENT LOANS. The Student Loan Purchase Agreements... Servicing... Book-entry Registration... Interest... The Corporation, as purchaser, has entered into Student Loan Purchase Agreements (each a Purchase Agreement ) with each Seller. Pursuant to the Purchase Agreements each seller of Student Loans will sell all of its right, title, and interest in such Student Loans and transfer legal title of such Student Loans to the Trustee. The Servicer and the Subservicers will be responsible for servicing and making collections on Student Loans that are a part of the Trust Estate and are required to perform all services and duties relating to the servicing of such Student Loans in compliance with the applicable standards and procedures provided for in the Higher Education Act, the HEAL Program, Contracts of Insurance, the Servicing Agreement, any agreements to maintain the Guaranteed status of Alternative Student Loans that are privately guaranteed or insured, if any, and the applicable program guidelines for any uninsured Alternative Student Loans. Book-entry interests in the Series 2003 Notes will initially be made available for purchase in the principal amount of $100,000 or integral multiples thereof. When issued, the Series 2003 Notes will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ( DTC ), New York, New York. DTC will act as securities depository (the Depository ). So long as the Series 2003 Notes are in Book-entry Form, DTC will be the sole Noteholder for each Series. The principal of, interest on, and Noteholders Interest Carryover, if any, on the Series 2003 Notes will be payable by the Trustee to DTC, which will in turn remit such principal, interest and Noteholders Interest Carryover, if any, to its Participants, which will in turn remit such principal, interest and Noteholders Interest Carryover, if any, to the Beneficial Owners of the Series 2003 Notes. The interest rate during the Initial Period for the Series 2003A-1 Notes (which will be the period commencing on the Date of Issuance through and including May 13, 2003) will be determined on or about April 22, The interest rate during the Initial Period for the Series 2003A-2 Notes (which will be the period commencing on the Date of Issuance through and including May 18, 2003) will be determined on or about April 22, The interest rate during the Initial Period for the Series 2003A-3 Notes (which will be the period commencing on the Date of Issuance through and including May 26, 2003) will be determined on or about April 22, The interest rate during the Initial Period for the Series 2003A-4 Notes (which will be the period commencing on the Date of Issuance through and including May 21, 2003) will be determined on or about April 22, The interest rate during the Initial Period for the Series 2003B-1 Notes (which will be the period commencing on the Date ii

5 of Issuance through and including May 26, 2003) will be determined on or about April 22, Thereafter, until a Conversion Date or Auction Period Conversion Date, if any, each series of the Auction Rate Securities will bear interest during each Auction Period at an Interest Rate equal to the lesser of (i) the Net Loan Rate in effect for such Auction Period and (ii) the Auction Rate in effect for such Auction Period, except that (i) in the event the Series 2003 Notes are no longer held in Book-entry Form or a proposed Conversion or Auction Period Conversion shall have failed, the Interest Rate will equal the lesser of (a) the Maximum Auction Rate or (b) the Net Loan Rate, or (ii) in the event of a Payment Default, the Interest Rate will equal the Non-Payment Rate, without regard to the Net Loan Rate limitation. In no event shall the interest rate on any series of the Auction Rate Securities exceed 15% per annum or such lesser rate as may, pursuant to the Indenture, be the maximum lawful nonusurious rate permitted by applicable law (the Interest Rate Limitation ). The initial length of the Auction Period will be subject to adjustment pursuant to an Auction Period Adjustment or an Auction Period Conversion as hereinafter described. The Auction Rate for each series of the Auction Rate Securities will be as determined by the Auction Agent (initially the Bank of New York) on each Rate Determination Date (i.e., May 13, 2003 and each fourth Tuesday thereafter, with respect to the Series 2003A-1 Notes, May 16, 2003 and each fourth Friday thereafter, with respect to the Series 2003A-2 Notes, May 23, 2003 and each fourth Friday thereafter, with respect to the Series 2003A-3 Notes, May 21, 2003 and each fourth Wednesday thereafter, with respect to the Series 2003A-4 Notes, and May 23, 2003 and each fourth Friday thereafter, with respect to the Series 2003B-1 Notes) pursuant to the Auction Procedures described herein. The All Hold Rate with respect to the Auction Rate Securities will be eighty-five percent (85%) of the Applicable LIBOR Rate. The Maximum Auction Rate with respect to a series of the Auction Rate Securities will be (i) prior to an Auction Period Conversion, (a) for Auction Periods of 35 days or less, either (1) the Applicable LIBOR Rate plus 1.50% (if both of the ratings assigned by Moody s and Fitch to the Auction Rate Securities are Aa3 and AA-, respectively, or better) or (2) the Applicable LIBOR Rate plus 2.50% (if any one of the ratings assigned by Moody s and Fitch to the Auction Rate Securities is less than Aa3 or AA-, respectively) or (b) for Auction Periods of greater than 35 days, either (1) the Applicable LIBOR Rate plus 1.50% (if both of the ratings assigned by Moody s and Fitch to the Auction Rate Securities are Aa3 and AA-, respectively, or better), (2) the Applicable LIBOR Rate plus 2.50% (if any one of the ratings assigned by Moody s and Fitch to the Auction Rate Securities is less than Aa3 or AA-, respectively) or (3) the Applicable LIBOR Rate plus 3.50% (if any one of the ratings assigned by Moody s and Fitch to the Auction Rate Securities is less than A ) and (ii) after an Auction Period Conversion, the rate set forth in the Supplemental Indenture executed in connection with the Auction Period Conversion. See DESCRIPTION OF THE SERIES 2003 NOTES Interest Rate and APPENDIX D AUCTION PROCEDURES. During the Initial Period and each Auction Period thereafter until Conversion, if any, interest on the Series 2003 Notes will accrue daily, will be computed on the basis of the actual number of days in each Interest Period divided by 360 days, and will be payable on the first Business Day following the expiration of each Auction Period (each an ARS Distribution Date ) to each Holder of record as of the immediately iii

6 preceding Business Day. See DESCRIPTION OF THE SERIES 2003 NOTES Interest Rate. In no event will the cumulative amount of interest paid or payable on the Auction Rate Securities (including, for purposes of this limitation, Noteholders Interest Carryover and interest thereon) calculated from the date of issuance of the Auction Rate Securities through any subsequent day during the term of the Auction Rate Securities or otherwise prior to payment in full of the Auction Rate Securities exceed the amount permitted by applicable law. Interest Rate Swap Agreement... Noteholders Interest Carryover... The Corporation will enter into a Swap Agreement with Citibank, N.A. As permitted by the terms of the Indenture (see APPENDIX A SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Funds and Accounts Swap Agreements ), the Corporation may enter into one or more Swap Agreements with one or more Swap Counterparties in connection with the Series 2003 Notes. Pursuant to the Indenture, no Swap Agreement may be entered into by the Corporation unless the Trustee first receives written confirmation from each Rating Agency that such action will not adversely affect any Rating of such Rating Agency on any Outstanding Notes. See DESCRIPTION OF THE SERIES 2003 NOTES Interest Rate Swap Agreement. The interest rate on each series of Auction Rate Securities for any Interest Period is, in certain circumstances, limited to the Net Loan Rate for such Interest Period. Prior to the end of each calendar quarter, the Calculation Agent will calculate the Net Loan Rate for the Auction Rate Securities for the next succeeding calendar quarter. Net Loan Rate means for any Interest Period after the Initial Period for such Auction Rate Securities, the rate of interest per annum (rounded to the next highest one-hundredth of one percent) equal to (i) the weighted average Effective Interest Rate of the Financed Student Loans allocable to such Auction Rate Securities for the calendar quarter ending immediately prior to the commencement of such Interest Period, less (ii) the Program Operating Expense Percentage for such Auction Rate Securities, initially 0.63% (subject to adjustment as described in the definition of Program Operating Expense Percentage in APPENDIX A, SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE - Certain Definitions ). In making the determination of such Net Loan Rate, the Calculation Agent will take into account as an increase to such Net Loan Rate the receipt of any Counterparty Swap Payments relating to the Auction Rate Securities and will take into account as a decrease to the Net Loan Rate the disbursement of any Corporation Swap Payment relating to the Auction Rate Securities. Notwithstanding anything herein to the contrary, the Corporation may waive the application of the Net Loan Rate for any one or more Interest Periods (upon receipt by the Corporation of confirmation from each of the Rating Agencies that the outstanding respective ratings assigned by such Rating Agencies to the Outstanding Notes will not be withdrawn or reduced). The excess of the amount of interest that would have accrued on such series of the Auction Rate Securities at a rate equal to the respective interest rate described above over the amount of interest on such series of Auction Rate Securities actually accrued based on the Net Loan Rate, together with the unpaid portion of any such excess from prior interest periods, will accrue as the Noteholders Interest Carryover with respect to such series of the Auction Rate Securities. The Noteholders Interest Carryover on such series of Auction Rate iv

7 Securities subject to the Net Loan Rate limitation, including interest compounded thereon on each Rate Determination Date, will bear interest, calculated on each Rate Adjustment Date, at the interest rate borne by the related series of Auction Rate Securities from the ARS Distribution Date for the Interest Period with respect to which such Noteholders Interest Carryover was calculated until paid. Such Noteholders Interest Carryover and the accrued interest thereon will be paid on the dates and in the priority described herein under the caption DESCRIPTION OF THE SERIES 2003 NOTES Noteholders Interest Carryover and as set forth in APPENDIX A, SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Funds and Accounts Collection Fund. Noteholders Interest Carryover will continue to be so payable notwithstanding that the principal amount of the applicable series of Auction Rate Securities has been reduced to zero; provided, however, that all Noteholders Interest Carryover with respect to the Auction Rate Securities will be canceled at such time as (i) no Auction Rate Securities are then Outstanding and (ii) the balances in the Funds and Accounts allocable to the Auction Rate Securities have been reduced to zero. Other than references to Series 2003 Notes bearing interest at a rate that does not exceed the highest lawful rate, any reference herein to principal or interest does not include within the meaning of such words Noteholders Interest Carryover or any interest accrued thereon. THE RATINGS ON THE SERIES 2003 NOTES DO NOT ADDRESS THE LIKELIHOOD OF THE PAYMENT OF ANY NOTEHOLDERS INTEREST CARRYOVER THAT MAY ACCRUE ON THE SERIES 2003 NOTES. Auction Period Adjustment... Conversion and Auction Period Conversion of the Auction Rate Securities; Mandatory Tender... Until Conversion, if any, the Corporation may, from time to time, change the length of one or more Auction Periods for any series of Auction Rate Securities in order to conform with then current market practice or accommodate other economic or financial factors that may affect or be relevant to the length of the Auction Period or the Auction Rate (as hereinafter described, an Auction Period Adjustment ). An Auction Period Adjustment may be made within a period of between 7 and 91 days (a Short Auction Period ) or a period of between 92 days and the Stated Maturity (a Long Auction Period ). No Auction Period Adjustment may result in an Auction Period of less than 7 nor more than 91 days, with respect to Auction Rate Securities with a Short Auction Period, or in an Auction Period that is more than three months shorter or longer than the Auction Period established upon the issuance or Auction Period Conversion of the Auction Rate Securities, as the case may be, with respect to Auction Rate Securities with a Long Auction Period, or be allowed unless certain conditions described herein are satisfied. See APPENDIX D AUCTION PROCEDURES. Conversion. At the option of the Corporation, the method of determining the Interest Rate for any series of Auction Rate Securities is subject to Conversion on any Rate Adjustment Date (a Conversion Date ) to a fixed interest rate or a variable interest rate calculated on a different basis. The length of any new Interest Period and the method of determining the new Interest Rate shall be as set forth in a Supplemental Indenture executed in connection with the Conversion. No Supplemental Indenture will be executed in connection with a Conversion unless the Corporation has furnished Cash Flows to each Rating Agency then rating any Outstanding Notes and obtained a Rating Confirmation from each Rating Agency that v

8 such Conversion will not adversely affect the ratings on any Outstanding Notes. Auction Period Conversion. At the option of the Corporation, the length of the Auction Period for any series of Auction Rate Securities is subject to an Auction Period Conversion on any Rate Adjustment Date (an Auction Period Conversion Date ) from a Short Auction Period to a Long Auction Period, or vice versa, or to a Long Auction Period that is at least three months shorter or longer than the Auction Period established upon the issuance or Auction Period Conversion of such series of Auction Rate Securities, as the case may be. No Auction Period Conversion will be effective unless the Corporation has furnished to the Trustee prior to the Auction Period Conversion Date written evidence from each Rating Agency then rating any Outstanding Notes that such Auction Period Conversion will not adversely affect the ratings on any Outstanding Notes. Mandatory Tender. A series of the Auction Rate Securities is subject to mandatory tender in the event of a Conversion or Auction Period Conversion related to such series. See DESCRIPTION OF THE SERIES 2003 NOTES Conversion and Auction Period Conversion and Mandatory Tender. Redemption... Optional Redemption. Each series of Series 2003 Notes is redeemable in whole or in part on any ARS Distribution Date related to such series prior to its Stated Maturity, at the option of the Corporation, at the redemption price of par plus accrued, unpaid interest, and without premium; provided, however, that no Series 2003 Notes which have accrued unpaid Noteholders Interest Carryover may be optionally redeemed unless such Noteholders Interest Carryover is paid prior to or concurrently with such redemption. The Corporation has covenanted not to call the Series 2003B-1 Notes for optional redemption unless the principal amount to be redeemed would not exceed the amount which would cause the Aggregate Market Value of the assets in the Trust Estate (less an amount equal to the sum of the unpaid accrued interest on the Outstanding Notes plus $150,000) to be equal to less than (x) 109% of the unpaid principal amount of all Outstanding Senior Notes, and (y) 103% of the unpaid principal amount of all Outstanding Notes. Mandatory Redemption from Cash Flow. Amounts on deposit in the Principal Distribution Fund will be applied to redeem Series 2003 Notes from time to time in accordance with the following priorities: First, the Trustee will redeem Series 2003B-1 Notes in the greatest principal amount (equal to, and leaving outstanding, authorized denominations) which will result, after such redemption, in the Aggregate Market Value of the assets in the Trust Estate (less an amount equal to the sum of the unpaid accrued interest on the Outstanding Notes plus $150,000) equaling not less than (x) 109% of the unpaid principal amount of all Outstanding Senior Notes, and (y) 103% of the unpaid principal amount of all Outstanding Notes. Second, the Trustee will redeem Outstanding Series 2003 Class A Notes, in the order selected by the Corporation. If the Corporation fails to select which Series of First Issue Class A Notes are to be redeemed, the Trustee shall redeem, first, the Series 2003A-1 Notes, second, the Series 2003A-2 Notes, third, the Series 2003A-3 Notes and fourth, the Series 2003A-4 Notes. vi

9 Third, after no Series 2003 Class A Notes remain Outstanding, the Trustee will redeem the Series 2003B-1 Notes. Partial Redemption. If less than all of the Notes within a series of Series 2003 Notes are to be redeemed, the Notes to be redeemed will be selected as follows: (i) the Stated Maturities to be redeemed will be established by Corporation Order; and (ii) in the event no Corporation Order is given with respect to priority of redemption, Stated Maturities within a Series will be redeemed in ascending order of Stated Maturities. Notes within a Stated Maturity will be selected by such random method as the Trustee may determine. Ratings... Cash Flow Projections... It is a condition to issuance of the Series 2003 Notes that (i) the Series 2003 Class A Notes be rated Aaa and AAA by Moody s and Fitch, respectively and (ii) the Series 2003B-1 Notes be rated A2 and A by Moody s and Fitch, respectively. The Corporation expects, and the Initial Cash Flow Projections prepared by Citigroup Global Markets Inc. indicate, that the Available Funds will be sufficient to pay principal of and interest on the Series 2003 Notes when due. See SUMMARY OF INITIAL CASH FLOW PROJECTIONS. vii

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11 OFFERING MEMORANDUM $320,000,000 BRAZOS STUDENT FINANCE CORPORATION STUDENT LOAN ASSET-BACKED NOTES consisting of $76,000,000 Senior Series 2003A-1 $75,000,000 Senior Series 2003A-2 $75,000,000 Senior Series 2003A-3 $64,000,000 Senior Series 2003A-4 and $30,000,000 Subordinate Series 2003B-1 (Auction Rate Securities) INTRODUCTION This Offering Memorandum, including the cover page and the Appendices, provides certain information in connection with the issuance and sale by the Brazos Student Finance Corporation (the Corporation ), a Texas non-profit corporation, of its Student Loan Asset-Backed Notes, Senior Series 2003A-1 (the Series 2003A-1 Notes ), Senior Series 2003A-2 (the Series 2003A-2 Notes ), Senior Series 2003A-3 (the Series 2003A-3 Notes ) and Senior Series 2003A-4 (the Series 2003A-4 Notes and, together with the Series 2003A-1 Notes, Series 2003A-2 Notes and Series 2003A-3 Notes, the Series 2003 Class A Notes ) and Subordinate Series 2003B-1 (the Series 2003B-1 Notes and together with the Series 2003 Class A Notes, the Series 2003 Notes ) pursuant to an Amended and Restated Indenture of Trust, dated as of April 1, 2003 (the Indenture ). All capitalized terms used in this Offering Memorandum and not otherwise defined herein shall have the meanings set forth in APPENDIX A under the caption SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Certain Definitions. The Series 2003 Notes are special, limited obligations of the Corporation payable solely from (i) the Available Funds to be derived from the Student Loans that are a part of the Trust Estate, (ii) amounts on deposit in the Reserve Fund maintained under the Indenture as described herein, and (iii) certain other pledged Funds as described herein. See SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2003 NOTES. The lien on the Trust Estate created by the Indenture securing the Series 2003B-1 Notes and any Notes issued on a parity therewith (collectively, the Class B Notes ) is junior and subordinate to the prior lien securing the Series 2003 Class A Notes, and any Notes issued on a parity therewith (the Class A Notes ). See APPENDIX A SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Collection Fund for a description of the relative priority of payment of principal, interest and Noteholders Interest Carryover with respect to each class of Notes. The Series 2003 Notes are being issued by the Corporation for the purpose of providing the Corporation with funds to acquire a portfolio of Student Loans including the following: Student Loans that are directly insured by the federal government acting through the Secretary of Education pursuant to the Federal Family Education Loan Program ( FFELP ) under the Higher Education Act of 1965 (the Higher Education Act ) or guaranteed by certain guarantee agencies acting pursuant to the Higher Education Act and eligible for reimbursement by the Secretary of Education pursuant to a federal reimbursement contract ( FFELP Loans ); Student Loans that are directly insured by the federal government acting through the Secretary of Health and Human Services pursuant to the Health Education Assistance Loan Program (the HEAL Program ) under the Public Health Service Act ( HEAL Loans ); and Student Loans ( Alternative Student Loans ) that are (a) not insured or guaranteed by anyone, or (b) not insured or reinsured by the federal government but are privately guaranteed or insured by institutions other than the federal guarantee agencies acting pursuant to the Higher Education Act of 1965 (the Alternative Guarantors or Insurers ). 1

12 See SUMMARY OF INITIAL CASH FLOW PROJECTIONS for a description of the Student Loans that are currently held in the Trust Estate and the Student Loans that are expected to be purchased with proceeds of the Series 2003 Notes. All FFELP Loans and HEAL Loans held under the Indenture must be either (i) directly insured under the Act by the United States of America acting through the Secretary of Education pursuant to the Higher Education Act or the Secretary of Health and Human Services (referred to herein collectively as the Secretary ) pursuant to the Public Health Service Act, or (ii) guaranteed by American Student Assistance, California Student Aid Commission, Colorado Student Loan Program, Connecticut Student Loan Foundation, Department of Health and Human Services, Educational Credit Management Corporation, Florida Office of Student Financial Assistance, Georgia Higher Education Assistance Corporation, Great Lakes Higher Education Guaranty Corporation, Illinois Student Assistance Commission, Kentucky Higher Education Assistance Authority, Louisiana Student Financial Assistance Commission, Finance Authority of Maine, Michigan Higher Education Assistance Agency, Missouri Student Loan Program, National Student Loan Program, New Jersey Higher Education Student Assistance Authority, New York State Higher Education Services Corporation, Northwest Education Loan Association, Oklahoma Guaranteed Student Loan Program, Oregon Student Assistance Commission, Pennsylvania Higher Education Assistance Agency, Rhode Island Higher Education Assistance Authority, Student Loan Guarantee Foundation of Arkansas, Tennessee Student Assistance Corporation, Texas Guaranteed Student Loan Corporation, United Student Aid Funds, Inc. or such other authorized guarantor of Financed Eligible Loans for which a Rating Confirmation has been obtained (the Guarantee Agencies ). The Corporation has entered into a servicing agreement (the Servicing Agreement ) with The Brazos Higher Education Service Corporation, Inc. (the Servicer ), a Texas non-profit corporation, with respect to Financed Student Loans to be held under the Indenture. The Servicer has executed agreements (the Subservicing Agreements ) with several Subservicers (the Subservicers ) under the terms of which many of the functions of the Servicer are performed by the Subservicers. Pursuant to the Servicing Agreement and the Subservicing Agreements, respectively, the Servicer and the Subservicers will provide servicing and collection for the Financed Student Loans held under the Indenture. (See THE SERVICER and THE SUBSERVICERS AND CUSTODIANS.) The Servicer has the right to enter into a subservicing agreement with other Subservicers (provided that the Corporation furnishes the Trustee with certain information and approvals described in the definition of the term Subservicer as set forth in APPENDIX A under the caption SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Certain Definitions ). The Trustee has no responsibility for the servicing and collecting of Student Loans held in the Trust Estate unless the Trustee temporarily becomes the interim Servicer or Subservicer as provided in the Indenture (see The Trustee in APPENDIX A). All such duties are delegated by the Corporation to the Servicer and Subservicers under the Indenture. Under the terms of the Indenture, Alternative Student Loans originated under the Gate Programs (as defined herein) and Alternative Student Loans originated under the EIC Loan Program (as defined herein) purchased with the proceeds of the Series 2003 Notes may not exceed, in principal amount, $13,000,000 and $25,000,000, respectively; provided that such amounts may be increased if the Corporation receives written confirmation from each Rating Agency that such action will not adversely affect any Rating of such Rating Agency on any Outstanding Notes. See ALTERNATIVE STUDENT LOANS. The Corporation and the Trustee have entered into agreements ( Custodian Agreements ) with each of the Subservicers described above, pursuant to which the Subservicers will have physical possession of the Student Loans and will hold such Student Loans as bailee for the Trustee. The Trustee joins the Corporation in the appointment of custodians for the purpose of perfecting the Trustee s security interest in the Student Loans. The Trustee has no responsibility for the actions or inactions of any custodian appointed by the Corporation under the Indenture. See THE SUBSERVICERS AND CUSTODIANS herein. Brief descriptions of the Series 2003 Notes, the Indenture, the Corporation, certain of the Guarantee Agencies, the Servicer, the Servicing Agreement, the Subservicers, the Subservicing Agreements and the Custodian Agreements are included in this Offering Memorandum. All summaries herein of documents and agreements are qualified in their entireties by reference to such documents and agreements, copies of which are available for inspection upon request directed to Brazos Student Finance Corporation, 2600 Washington Avenue, P.O. Box 1308, Waco, Texas 76703, Attention: President. 2

13 DESCRIPTION OF THE SERIES 2003 NOTES Book-entry System The Series 2003 Notes are issuable solely in fully registered form and will initially be registered in the name of Cede & Co., or such other name as may be requested by an authorized representative of The Depository Trust Company ( DTC ), as securities depository for the Series 2003 Notes. Noteholders may hold Series 2003 Notes offered hereby through DTC. Purchases by beneficial owners of the Series 2003 Notes ( Beneficial Owners ) are to be made in Book-entry Form in Authorized Denominations. Beneficial Owners will not receive certificates evidencing their interests in the Series 2003 Notes. One fully-registered note certificate for each series of the Series 2003 Notes will be issued and deposited with DTC. As long as Cede & Co. is the registered owner of the Series 2003 Notes, principal and interest payments and payments of Noteholders Interest Carryover, if any, will be made by the Trustee by wire transfer directly to DTC, which in turn will remit such payments to the DTC Participants for subsequent distribution to the Beneficial Owners, as described below. The Record Date for each ARS Distribution Date is the Business Day preceding the ARS Distribution Date for the Series 2003 Notes. Neither the Corporation, the Underwriters, their respective counsel nor Note Counsel make any representation as to the accuracy of the following description of DTC, its procedures, business or organization, which was provided by DTC. Specific inquiries should be directed to DTC, DTC Direct Participants and DTC Indirect Participants, each as defined below. Cede & Co., as nominee for DTC, will hold the Series 2003 Notes. DTC is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds securities that its participants (the Direct Participants ) deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the Indirect Participants ). The rules applicable to DTC and its Direct and Indirect Participants are on file with the Securities and Exchange Commission. Purchases of the Series 2003 Notes under the DTC system must be made by or through Direct Participants, which shall receive a credit for the Series 2003 Notes on DTC s records. The ownership interest of each Beneficial Owner is in turn to be recorded on the Direct or Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2003 Notes are to be accomplished by entries made on the books of the Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership of interests in the Series 2003 Notes, except in the event that use of the book-entry system for the Series 2003 Notes is discontinued. To facilitate subsequent transfers, all Series 2003 Notes deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2003 Notes with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of Series 2003 Notes; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2003 Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 3

14 Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Notes within an Issue are being redeemed, DTC s practice is to determine by lot the amount of interest of each Direct Participant in such Issue to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to Series 2003 Notes. Under its usual procedures, DTC mails an omnibus proxy to the Trustee as soon as possible after the record date. The omnibus proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Series 2003 Notes are credited on the record date (identified in a listing attached to the omnibus proxy). Principal and interest payments and payments of Noteholders Interest Carryover, if any, on the Series 2003 Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts, upon DTC s receipt of funds and corresponding detail information from the Trustee on the payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Trustee, or the Corporation, subject to any statutory and regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owner shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2003 Notes at any time by giving notice to the Corporation or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. The Corporation may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, note certificates will be printed and delivered. The information in this section concerning DTC and DTC s Book-entry System has been obtained from a report from DTC entitled Sample Offering Document Language Describing Book-entry Only Issuance (P /99) and other sources that the Corporation believes to be reliable; but the Corporation and its counsel, the Underwriters and their counsel, and Note Counsel do not take any responsibility for the accuracy thereof. According to DTC, the foregoing information with respect to DTC has been provided to the Industry for information purposes only and is not intended to serve as a representation, warranty, or contract modification of any kind. NEITHER THE CORPORATION, THE UNDERWRITERS NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS, TO INDIRECT PARTICIPANTS OR TO ANY BENEFICIAL OWNER WITH RESPECT TO (A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT; (B) THE PAYMENT BY DTC OR ANY PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY AMOUNT WITH RESPECT TO THE PRINCIPAL OF, OR INTEREST OR NOTEHOLDERS INTEREST CARRYOVER AMOUNT, IF ANY, ON THE SERIES 2003 NOTES; (C) ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE GIVEN TO REGISTERED OWNERS UNDER THE INDENTURE; (D) THE SELECTION BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OF ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL DISTRIBUTION OF PRINCIPAL OF THE SERIES 2003 NOTES; OR (E) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS REGISTERED OWNER. In reading this Offering Memorandum, it should be understood that while the Series 2003 Notes are in Book-entry System, references in other sections of this Offering Memorandum to Registered Owners or Noteholders should be read to include the person for whom the Participant acquires an interest in the Series 2003 Notes, but (i) all 4

15 rights of ownership must be exercised through DTC and the Book-entry System and (ii) notices that are to be given to Noteholders by the Corporation or the Trustee will be given only to DTC. Interest Rate The Series 2003 Notes will be initially issued as Auction Rate Securities. In this Offering Memorandum, the term Auction Rate Securities refers to the Series 2003 Notes that bear interest at a rate determined pursuant to the Auction Procedures described herein. This Offering Memorandum does not describe terms of the Series 2003 Notes in any mode other than an Auction Rate mode. The interest rate on each series of Series 2003 Notes for their respective Initial Periods (described below) will be determined on or about April 22, Thereafter, until a Conversion Date, if any, each series of Series 2003 Notes will bear interest during each Auction Period at a rate established by the Auction Agent (initially The Bank of New York) on each Rate Determination Date (described below) pursuant to the Auction Procedures described herein, based initially upon a 28-day Auction Period, the length of which may be increased or decreased pursuant to an Auction Period Adjustment or Auction Period Conversion described below under Auction Period Adjustment and Conversion and Auction Period Conversion and Mandatory Tender. The respective Initial Periods and Rate Determination Dates for each series of the Series 2003 Notes are as follows: Series Initial Period (from Date of Issuance through and including) Rate Determination Date 2003A-1... May 13, 2003 May 13, 2003 and each fourth Tuesday thereafter 2003A-2... May 18, 2003 May 16, 2003 and each fourth Friday thereafter 2003A-3... May 26, 2003 May 23, 2003 and each fourth Friday thereafter 2003A-4... May 21, 2003 May 21, 2003 and each fourth Wednesday thereafter 2003B-1... May 26, 2003 May 23, 2003 and each fourth Friday thereafter Until a Conversion Date or Auction Period Conversion Date, if any, each series of the Auction Rate Securities will bear interest during each Auction Period at an interest rate equal to the lesser of (i) the Net Loan Rate in effect for such Auction Period and (ii) the Auction Rate in effect for such Auction Period, except that, subject to the Interest Rate Limitation, (i) in the case the Series 2003 Notes are no longer held in Book-entry Form or a proposed Conversion or Auction Period Conversion shall have failed, the Interest Rate will equal the lesser of (a) the Maximum Auction Rate or (b) the Net Loan Rate described under Noteholders Interest Carryover, or (ii) in the case of a Payment Default, the Non-Payment Rate. The Maximum Auction Rate with respect to a series of the Auction Rate Securities will be (i) prior to an Auction Period Conversion, (a) for Auction Periods of 35 days or less, either (1) the Applicable LIBOR Rate plus 1.50% (if both of the ratings assigned by Moody s and Fitch to the Auction Rate Securities are Aa3 and AA-, respectively, or better) or (2) the Applicable LIBOR Rate plus 2.50% (if any one of the ratings assigned by Moody s and Fitch to the Auction Rate Securities is less than Aa3 or AA-, respectively) or (b) for Auction Periods of greater than 35 days, either (1) the Applicable LIBOR Rate plus 1.50% (if both of the ratings assigned by Moody s and Fitch to the Auction Rate Securities are Aa3 and AA-, respectively, or better), (2) the Applicable LIBOR Rate plus 2.50% (if any one of the ratings assigned by Moody s and Fitch to the Auction Rate Securities is less than Aa3 or AA-, respectively) or (3) the Applicable LIBOR Rate plus 3.50% (if any one of the ratings assigned by Moody s and Fitch to the Auction Rate Securities is less than A ) and (ii) after an Auction Period Conversion, the rate set forth in the Supplemental Indenture executed in connection with the Auction Period Conversion. For purposes of the Auction Agent and the Auction Procedures, the ratings referred to in this definition are the last ratings of which the Auction Agent has been given notice pursuant to the Auction Agent Agreement. The All Hold Rate with respect to the Auction Rate Securities will be eighty-five percent (85%) of the Applicable LIBOR Rate. The Non-Payment Rate with respect to the Auction Rate Securities will be (a) prior to an Auction Period Conversion, One-Month LIBOR plus 1.50% and (b) after an Auction Period Conversion, the interest rate per annum set forth in the definition thereof in the Supplemental Indenture executed in connection with the Auction Period Conversion. 5

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