XXXXXAS xx xxcordance xxxx Xxxx 00x-1(k) xxder the Securities Exchange Act of 1934 (the "Act"), only one statement containing the information required by Schedule 13G and any amendments thereto need be filed whenever two or more persons are required to file such a statement or any amendments thereto with respect to the same securities, provided that said persons agree in writing that such statement or any amendment thereto is filed on behalf of them.
XXXXXAS as of the date hereof, the Stockholder owns of record and has the power to vote the number of shares of common stock, par value $0.001 per share ("Company Common Stock"), of Education Lending Group, Inc., a Delaware corporation (the "Company"), as set forth on Exhibit A attached hereto ("Exhibit A") (all such shares of Company Common Stock and any shares of Company Common Stock of which ownership of record or the power to vote is hereafter acquired by the Stockholder prior to the termination of this Agreement being referred to herein as the "Shares"); and
XXXXXAS the Company and Indemnitee recognize the increasing difficulty in obtaining directors' and officers' liability insurance, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance;
XXXXXAS. Employer desires to obtain the benefit of continued services of Officer and Officer desires to continue to render services to Employer and its affiliates.
XXXXXAS the Company's Board of Directors (the "Board") considers the continued services of key executives of the Company to be in the best interests of the Company and its stockholders; and
XXXXXAS the Company has duly authorized the execution and delivery of the Indenture to provide for the issuance from time to time of one or more series of its senior subordinated notes (the "Notes") to be issued in one or more series as in the Indenture provided;
XXXXXAS it is essential to the Company to retain and attract as directors and officers the most capable persons available;
XXXXXAS the Company has adopted the Plan, which permits the issuance of stock options for the purchase of shares of the common stock, par value $.05 per share, of the Company (the "Shares"); and
XXXXXAS. Indemnitee is a director of the Company and performs valuable services in such capacities for the Company;
XXXXXAS the ability to attract and retain competent and experienced persons to serve as directors and officers of the Corporation is in the best interests of the Corporation and its stockholders, and the Corporation's ability to attract and retain such persons will be enhanced by providing both its current and prospective directors and officers with indemnification agreements as permitted by Delaware law so that such persons will be willing to serve or continue to serve the Corporation;
