NEW ISSUE BOOK-ENTRYONLY In the minion of Wohlforth. Johnson. Brecht. Cartledee. & Brookine. IIC.. Bond Counsel. based an an analvsis oferistinestatotes. reeulotioaq~ . -~. -. - - ~ ~~ ~~. dings, and courr decisions, nnd oswming, ornong ulher ihtngs, cornplionce 4, rhe Corporalton w~lhrri coucnonts relaltng lo cerloin requwernenrs conloinrd L rke inrerml Reuenur. Code of 1986, as amended, tn1err.d on rhe 2007 Bond? is aeluded front gross tneonle of registered owwrs thereof for federal tncomelarpurporcs. lloweuer, inleresl on rlcr 2007 Bonds ts a spmficprefm-nr.Ifern forpurpocr.soflbr frdmd indtutdt~olandcorporare olternatiue minimum tares. Bond Counsel expresses no opinion regarding myother tar consequences relating to the ownership or disposition of or the occrual or receipt ofinterest on, the 2007Bonds. Interest on the 2007 Bonds is erempt from taration by the State ofAlaska wept for inheritonce and estate tares and tares on transfers by or in contemplation ofdeath. See "TAXEXEMPTION" $109,000,000 ALASKA STUDENT LOAN CORPORATION Education Loan Revenue Bonds, Senior Series 2007A $41,500,000 $18,500,000 $49,000,000 Senior Series 2007A-1 (AMT) Senior Series 2007A-2 (AMT) Senior Series 2007A-3 (AMT) (Auction Rate Securities) Fixed Rate Bonds Fixed Rate Bonds Dated: Date of Delivery Due: As shown on inside front cover The Education Loan Revenue Bonds, Senior Series 2007A, consisting of $41,500,000 Education Loan Revenue Bonds, Senior Series 2007A-1 (the "2007A-1 Bonds"), $18,500,000 Education Loan Revenue Bonds, Senior Series 2007A-2 (the "2007A-2 Bands"), and $49,000,000 Education Loan Revenue Bonds, Senior Series 2007A-3 (the "2007A-3 Bonds,'' and together with the 2007A-1 Bonds and the 2007A-2 Bonds, the "2007 Bonds") are being issued by the Alaska Student Loan Corporation (the "Corporation") in fully registered form only, without coupons. The 2007 Bonds are issuable only as fully registered bonds and when issued, shall be registered in the name of Cede & Ca., as nominee of The Depository Tmst Company, New York, New York ("DTC"). DTC will act as securities depository for the 2007 Bonds. Individual purchases of interests in the 2007 Bonds will be made in book-entry only form. Purchasers of beneficial ownership interests will not receive certificates representing their beneficial ownership interests in the 2007 Bonds. The 2007A-1 Bonds are being issued as Auction Rate Securities (the 'kction Rate Securities" or "ARS"). The 2007A-2 Bonds and the 2007A-3 Bonds are being issued as fured rate bonds (together, the "Fixed Rate Bonds"). The Auction Rate Securities are being issued in denominations of $25,000 and any integral multiple thereof, and the Fixed Rate Bonds are being issued in denominations of $5,000 and any integral multiple thereof within a maturity The 2007 Band proceeds, together with other available funds of the Corporation, will be used ta (i) finance Education Loans far eligible borrowers to fund a portion of their postseeanday education costs whether in or out of State, (ii) make a Capital Reserve Fund deposit, (iii)pay 2007 Bond issuance costs, and (iv) refund certain education loan bonds previously issued by the Corporation. The 2007 Bonds are being issued pursuant to the Master Indenture, as heretofore and hereafter amended and supplemented, dated as of June 1, 2002 (the "Master Indenture") between the Alaska Student Loan Corporation (the "Corporation") and US. Bank National Association, Seattle, Washington, as successor trustee (the "Trustee") and a Sixth Supplemental Indenture dated as of June 1, 2007, by and between the ' Corporation and the Tmstee (the "Sixth Supplemental Indenture," and together with the Master Indenture, the "Indenture"). The 2007 Bonds I; will be the sixth series of Bonds issued under the Master Indenture. Previous series of Bonds have been issued under the Master Indenture and Supplemental Indentures and, as of the date of this Official Statement, are currently outstanding in the principal amount of $341,465,000. See "INTRODUCTION" herein. During the Initial Period for the Auction Rate Securities, being the period from the date of delivery through July 17,2007, the Auction Rate Securities will bear interest at the initial interest rate set forth in the Indenture. The interest rate on the Auction Rate Securities for each Auction Period after the initial Auction Period and prior to conversion to fued or variable rates will be the Auction Rate based initially upon an Auetion Period of 35 days. As described herein, the Auction Period may be adjusted from time to time to a daily, 7 day, 28 day, 35 day, three month, six month or flexible auction period. Interest will be payable initially an December 1, 2007, and thereafter as described herein. The Auetion Rate is to be determined by the Auction Agent pursuant to the Auetion Procedures described herein, subject ta certain limitations as further described herein. This Official Statement does not describe tern of the 2007A-1 Bonds in any mode other than an Auction Rate mode. In the event the 2007A-1 Bonds are converted to bear interest at a rate other than an Auction Rate, the terms of the 2007A-1 Bonds following such conversion shall be set forth in an official statement, remarketing memorandum or similar document used by the Corporation at the time of such conversion and remarketing of the 2007A-1 Bonds. The Fixed Rate Bonds will bear interest from their date of delivery, until payment of principal has been made or provided for, at the rates set forth above, payable on June 1 and December 1 of each year, commencing December 1,2007, until maturity or earlier redemption. The Auction Rate Securities are subject to redemption by the Corporation prior to maturity as described herein. The Auetion Rate Securities are also subject to mandatory tender far purchase in connection with any conversion of the interest rate thereon from an Auction Rate to a different interest mode as described herein. The 2007A-2 Bonds maturing an or prior to December 1, 2016, are not subject to redemption prior to their maturities. The 2007A-2 Bonds maturing after December 1,2016, are subject to optional redemption by the Corporation prior to maturity at par as further described herein. The 2007A-3 Bonds are & subject to redemption prior to their maturity. See "THE 2007 BONDS - Redemption and Acceleration Provisions." Investment in the 2007 Bands involves risk to the Bondholder Each prospective investor should read this entire Official Statement, including the Appendices hereto, and should give particular attention to the section entitled "CERTAIN INVESTMENT CONSIDERATIONS." THE 2007 BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE CORPORATION AND ARE PAYABLE SOLELY FROM THE REVENUES. ASSETS AND FUNDS PLEDGED THEREFOR UNDER THE INDENTURE. IN ADDITION. THE 2007 BONDS DO NOT ,' .. )I The 2007 Bonds are offered when, as, and if issued and receiued by the Underwriter, subject to prior sale, withdrawal or modification of the offer without notice, and subject to the approving legal opinion of Wohlforth,Johnson, Brecht, Cartledge, & Bmoking, EC., Anchorage, Alaska, Bond Counsel. Certain legal matters will be passed upon for the Corporation by the Attorney General ofthe State ofAlaslra and for the Underwriter by Ballard Spohr Andrews & Ingersoll, LLI: Salt Lake City, Utah. It is expected that the 2007 Bonds in Wnitiue form will be auailoble for deliuery through the facilities of DTC by Fast Automated Securities Transfer on or about June 7,2007. Citi May 15,2007 NEW ISSUE BOOK-ENTRY ONLY In the opinion of Wohlforth,Johnson, Brecht, Cartledge, &Brooking, EC., Band Counsel, based on an analysis of eristing statutes, regulations, rulings, and court decisions, and assuming, among other things, compliance by the Corporation with its couenants relating to certain requirements contained in the Internal Revenue Code of 1986, as amended, interest on the 2007Bonds is excluded fmm grass income of registered owners thereof for federal income tarpnrposes. Homeuer, interest on the2007Bonds is o specificpreference item forpurposes of the federal indioidnal and corporate alternatiue minimum tares. Bond Counsel erpresses no opinion regarding any other tar consequences relating to the ownership or disposition of or the accrual or receipt of interest on, the 2007Bonds. Interest on the 2007 Bonds is erempt from taration by the State ofAlaska except for inheritance and estate tares and tares on tnonsfers by or in contemplation of death. See "TAXEXEMPTION." $109,000,000 ALASKA STUDENT LOAN CORPORATION Education Loan Revenue Bonds, Senior Series 2007A $41,500,000 $18,500,000 $49,000,000 Senior Series 2007A-1 (AMT) Senior Series 2007A-2 (AMT) Senior Series 2007A-3 (AMT) (Auction Rate Securities) Fixed Rate Bonds Fixed Rate Bonds Dated: Date of Delivery Due: As shown on inside front cover The Education Loan Revenue Bonds, Senior Series 2007A, consisting of $41,500,000 Education Laan Revenue Bonds, Senior Series 2007A-1 (the "2007A-1 Bands"), $18,500,000 Education Loan Revenue Bonds, Senior Series 2007A-2 (the "2007A-2 Bonds"), and $49,000,000 Education Loan Revenue Bonds, Senior Series 2007A-3 (the "2007A-3 Bonds," and together with the 2007A-1 Bonds and the 2007A-2 Bonds, the "2007 Bonds") are being issued by the Alaska Student Loan Corporation (the "Corporation") in fully registered form only, without coupons. The 2007 Bonds are issuable only as fully registered bonds and when issued, shall be registered in the name of Cede & Ca., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depositary for the 2007 Bonds. Individual purchases of interests in the 2007 Bonds will be made in book-entry only fonn. Purchasers of beneficial ownership interests will not receive certificates representing their benefieial ownership interests in the 2007 Bonds. The 2007A-1 Bonds are being issued as Auetion Rate Securities (the "Auction Rate Securities" or~~ "ARS").~- ~ .