INDENTURE Dated as of August 17, 2001 among GRAD PARTNERS PREMIER, LLC as Issuer --------- MARKET STREET FUNDING CORPORATION as Noteholder -------------Indenture • October 16th, 2001 • Direct Iii Marketing Inc • Services-management consulting services • New York
This PURCHASE AND SALE AGREEMENT dated as of August 17, 2001 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), is among GRAD PARTNERS, INC., a Delaware corporation ("Seller"), --------- ------ FIFTH THIRD BANK, not...Purchase and Sale Agreement • October 16th, 2001 • Direct Iii Marketing Inc • Services-management consulting services • New York
WITNESSETH:Servicing Agreement • December 16th, 2002 • Education Lending Group Inc • Services-management consulting services • Ohio
Exhibit 10.19 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT ("First Amendment") is dated as of December 10, 2002, between SQUARE 24 ASSOCIATES, L.P., a District of Columbia limited partnership ("Landlord"), and Education...Lease Agreement • June 12th, 2003 • Education Lending Group Inc • Personal credit institutions • California
Exhibit 10.12 THIRD AMENDMENT TO SECURITY AGREEMENT This Third Amendment to Security Agreement is entered into as of the 4th day of June, 2003 by and among Education Lending Services, Inc., a Delaware corporation (formerly known as Grad Partners,...Security Agreement • July 21st, 2003 • Education Lending Group Inc • Personal credit institutions
Exhibit 10.9 SECOND AMENDED AND RESTATED CREDIT AGREEMENT This Second Amended and Restated Credit Agreement (the "Agreement") is entered into as of the 26/th/ day of March, 2002, by and between GRAD PARTNERS, INC., a Delaware corporation ("Grad...Credit Agreement • December 16th, 2002 • Education Lending Group Inc • Services-management consulting services • Ohio
Exhibit 10.10 SECURITY AGREEMENT THIS SECURITY AGREEMENT is entered into as of the 17th day of September, 2001, by and between GRAD PARTNERS, INC., an Ohio corporation (the "Borrower"), FIFTH THIRD BANK, not in its individual capacity but solely as...Security Agreement • December 16th, 2002 • Education Lending Group Inc • Services-management consulting services • Ohio
THIS SECURITY AGREEMENT is entered into as of the 17th day of September, 2001, by and between GRAD PARTNERS, INC., an Ohio corporation (the "Borrower"), -------- FIFTH THIRD BANK, not in its individual capacity but solely as eligible lender trustee on...Security Agreement • October 16th, 2001 • Direct Iii Marketing Inc • Services-management consulting services • Ohio
EXHIBIT 10.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. THIS WARRANT AND SUCH...Warrant Agreement • March 17th, 2000 • Direct Iii Marketing Inc • Delaware
Exhibit 10.3 CREDIT AGREEMENT ----------------Credit Agreement • October 16th, 2001 • Direct Iii Marketing Inc • Services-management consulting services • Ohio
WITNESSETH:Employment Agreement • April 2nd, 2001 • Direct Iii Marketing Inc • Services-management consulting services • Delaware
EXHIBIT 10.7 AMENDMENT NO. 1Amendment No. 1 • March 31st, 2003 • Education Lending Group Inc • Personal credit institutions • New York
EXHIBIT 10.8 AMENDMENT NO. 2Amendment No. 2 • March 31st, 2003 • Education Lending Group Inc • Personal credit institutions • New York
Exhibit 10.11 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This First Amendment to the Second Amended and Restated Credit Agreement (the "Amendment") is entered into as of the 4th day of June, 2003, by and among Education Lending...Credit Agreement • July 21st, 2003 • Education Lending Group Inc • Personal credit institutions
Exhibit 10.11 AMENDED AND RESTATED CONTINUING GUARANTY AGREEMENT THIS AMENDED AND RESTATED CONTINUING GUARANTY AGREEMENT (the "Guaranty") made as of the 26/th/ day of March, 2002, by and between DIRECT III MARKETING, INC., a Delaware corporation doing...Continuing Guaranty Agreement • December 16th, 2002 • Education Lending Group Inc • Services-management consulting services • Ohio
RECITALSOffice Lease • June 12th, 2003 • Education Lending Group Inc • Personal credit institutions • Ohio
RECITALSOffice Lease • June 12th, 2003 • Education Lending Group Inc • Personal credit institutions • Ohio
EXHIBIT 10.4Executive Employment Agreement • March 29th, 2002 • Direct Iii Marketing Inc • Services-management consulting services • Delaware
Exhibit 10.12 SECURITY AGREEMENT THIS SECURITY AGREEMENT is entered into as of the 26/th/ day of March, 2002, by and between STUDENT LOAN XPRESS, INC., a Delaware corporation (the "Borrower"), FIFTH THIRD BANK, not in its individual capacity but...Security Agreement • December 16th, 2002 • Education Lending Group Inc • Services-management consulting services • Ohio
AMENDMENT NO. 8Amendment No. 8 • October 31st, 2003 • Education Lending Group Inc • Personal credit institutions • New York
Amendment AgreementEmployment Agreement • January 5th, 2005 • Education Lending Group Inc • Personal credit institutions • Delaware
Amendment Agreement (the “Amendment Agreement”), effective as of January 4, 2005, by and between Educational Lending Group, Inc., formerly known as Direct III Marketing, Inc. (“EDLG”) and Robert deRose (“Executive”).
this Guaranty or any other document, instrument or agreement related to any of the foregoing (collectively, the "Obligations"). -----------Continuing Guaranty Agreement • October 16th, 2001 • Direct Iii Marketing Inc • Services-management consulting services • Ohio
On Education Lending Group, Inc. Letterhead]Merger Agreement • January 5th, 2005 • Education Lending Group Inc • Personal credit institutions
This letter is being written to you in connection with the execution of an Agreement and Plan of Merger (the “Merger Agreement”) between and among Education Lending Group, Inc. (“EDLG”), CIT Group Inc. (“CIT”), and a wholly-owned subsidiary of CIT. You and we have agreed that if the acquisition of EDLG by CIT in the manner contemplated by the Merger Agreement occurs, you will continue in your current position as Executive Vice President and Chief Marketing Officer of EDLG generally on the same basis as governs your current employment but with the additional terms specified below in this letter. Assuming you agree that this letter correctly sets forth the relationship between you and EDLG that we have agreed upon, you should countersign both original copies of this letter in the place provided, retain one fully executed copy for your records and return the other copy to me.
EDUCATION LENDING GROUP, INC. and American Stock Transfer & Trust Company Rights Agent Rights Agreement Dated as of January 4, 2005Rights Agreement • January 5th, 2005 • Education Lending Group Inc • Personal credit institutions • Delaware
RIGHTS AGREEMENT, dated as of January 4, 2005 (this “Agreement”), between Education Lending Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
MK-FERGUSON PLAZA Cleveland, Ohio OFFICE LEASE LANDLORDOffice Lease • May 10th, 2004 • Education Lending Group Inc • Personal credit institutions
THIS LEASE AGREEMENT made and entered into as of the 16th day of March, 2004, between POST OFFICE PLAZA LIMITED PARTNERSHIP, an Ohio limited partnership, having an address for purposes hereof at: Terminal Tower, 50 Public Square, Suite 1100, Cleveland, Ohio 44113-2267 (hereinafter called “Landlord”), and EDUCATION LOAN SERVICING CORPORATION, a Delaware corporation, having an address for purposes hereof at: 12760 High Bluff Drive, Suite 210, San Diego, California 92130 (hereinafter called “Tenant”):
On Education Lending Group, Inc. Letterhead]Employment Agreement • January 5th, 2005 • Education Lending Group Inc • Personal credit institutions
This letter is being written to you in connection with the execution of an Agreement and Plan of Merger (the “Merger Agreement”) between and among Education Lending Group, Inc. (“EDLG”), CIT Group Inc. (“CIT”), and a wholly-owned subsidiary of CIT. You and we have agreed that if the acquisition of EDLG by CIT in the manner contemplated by the Merger Agreement occurs, you will continue in your current position as Executive Vice President and Chief Financial Officer of EDLG on the terms and conditions specified in your current employment agreement which was entered into between you and EDLG, under its former name, Direct III Marketing, on September 15, 2001 (the “Employment Agreement”), with the amendments made below in this letter. Assuming you agree that this letter correctly sets forth the matters we have agreed upon, you should countersign both original copies of this letter in the place provided, retain one fully executed copy for your records and return the other copy to me.
AMENDMENT NO. 17 Dated as of November 22, 2004Amendment No. 17 • November 22nd, 2004 • Education Lending Group Inc • Personal credit institutions • New York
THIS AMENDMENT NO. 17 (this “Amendment”) is entered into as of November 22, 2004 by and among EDUCATION FUNDING RESOURCES, LLC, (the “Issuer”), EDUCATION LENDING SERVICES, INC. (the “Master Servicer”), CRC FUNDING, LLC, CAFCO, LLC and CHARTA, LLC (each a “Tranche A Conduit Lender”), certain of the financial institutions party to the “Indenture” (as defined below) from time to time as “Tranche A Committed Lenders” (together with the Tranche A Conduit Lenders, the “Tranche A Lenders”), CITICORP NORTH AMERICA, INC., as agent for the Lenders (the “Agent”), THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”) and FIFTH THIRD BANK, as eligible lender trustee (the “Eligible Lender Trustee”). Capitalized terms used herein and not defined herein shall have the meanings given to such terms in the Indenture.
CONTINUING GUARANTYContinuing Guaranty • July 21st, 2003 • Education Lending Group Inc • Personal credit institutions
Exhibit 10.20 EXCHANGE AGENT AGREEMENTExchange Agent Agreement • June 12th, 2003 • Education Lending Group Inc • Personal credit institutions • Delaware
On Education Lending Group, Inc. Letterhead]Employment Agreement • January 5th, 2005 • Education Lending Group Inc • Personal credit institutions
This letter is being written to you in connection with the execution of an Agreement and Plan of Merger (the “Merger Agreement”) between and among Education Lending Group, Inc. (“EDLG”), CIT Group Inc. (“CIT”), and a wholly-owned subsidiary of CIT. You and we have agreed that if the acquisition of EDLG by CIT in the manner contemplated by the Merger Agreement occurs, you will continue in your current position as President and Chief Executive Officer of Student Loan Xpress, Inc. generally on the same basis as governs your current employment but with the additional terms specified below in this letter. Assuming you agree that this letter correctly sets forth the relationship between you and EDLG that we have agreed upon, you should countersign both original copies of this letter in the place provided, retain one fully executed copy for your records and return the other copy to me.
Dear Stockholders:Merger Agreement • January 14th, 2005 • Education Lending Group Inc • Personal credit institutions
We are pleased to inform you that, on January 4, 2005, Education Lending Group, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CIT Group Inc. (“Parent”) and CIT ELG Corporation (“Purchaser”), a newly formed corporation and wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, Purchaser has commenced an offer to acquire each issued and outstanding share of common stock, $0.001 par value, of the Company, including the associated preferred share purchase rights (the “Shares”) for $19.05 per Share in cash. If the tender offer is completed, Purchaser will thereafter be merged into the Company, with the Company surviving the merger and all of our then outstanding Shares (other than Shares held by Parent, Purchaser or stockholders who properly exercise appraisal rights under Delaware law) being cancelled and converted into the right to receive $19.05 per Share in cash. The tender offer is conditioned on, among other things, there
REMOTE SERVICES AGREEMENT BETWEEN PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY AND EDUCATION LOAN SERVICING CORPORATIONRemote Services Agreement • August 9th, 2004 • Education Lending Group Inc • Personal credit institutions
This Agreement is entered into as of the 5th day of March, 2004, by and between PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY, a public corporation and governmental instrumentality organized under the laws of the Commonwealth of Pennsylvania, having an address of 1200 North Seventh Street, Harrisburg, Pennsylvania 17102 (herein called “PHEAA”), and EDUCATION LOAN SERVICING CORPORATION, a wholly owned subsidiary of Education Lending Group, Inc., having its principal address of 12760 High Bluff Drive, Suite 210, San Diego, California 92130 (herein called “Owner”).
AGREEMENT AND PLAN OF MERGER dated as of January 4, 2005 among EDUCATION LENDING GROUP, INC., CIT GROUP INC., and CIT ELG CORPORATIONAgreement and Plan of Merger • January 5th, 2005 • Education Lending Group Inc • Personal credit institutions • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 4, 2005 (this “Agreement”), is among Education Lending Group, Inc., a Delaware corporation (the “Company”), CIT Group Inc., a Delaware corporation (“Parent”), and CIT ELG Corporation, a Delaware corporation (“Merger Sub”).
EDUCATION LENDING GROUP, INC. Shares1 Common Stock Underwriting AgreementUnderwriting Agreement • November 17th, 2003 • Education Lending Group Inc • Personal credit institutions • New York
Education Lending Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), and the stockholders of the Company listed on Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of shares (the “Firm Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), of which shares are to be sold by the Company (the “Company Firm Shares”) and shares are to be sold by the Selling Stockholders (the “Selling Stockholders Firm Shares”). The Company has also agreed to sell up to an aggregate of shares of Common Stock (the “Additional Shares”) to cover over-allotments, if any. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.”
AMENDMENT NO. 3 Dated as of July 1, 2003Amendment No. 3 • August 14th, 2003 • Education Lending Group Inc • Personal credit institutions • New York
THIS AMENDMENT NO. 3 (the “Amendment”) is entered into as of July 1, 2003 by and among EDUCATION FUNDING RESOURCES, LLC, (the “Issuer”), EDUCATION LENDING SERVICES, INC. (the “Master Servicer”), CRC FUNDING, LLC (as successor to CORPORATE RECEIVABLES CORPORATION) and CAFCO, LLC (as successor to CORPORATE ASSET FUNDING COMPANY, INC.) (each a “Conduit Lender”), the financial institutions party to the “Indenture” (as defined below) from time to time as “Committed Lenders (each a “Committed Lender” and, together with the Conduit Lenders, the “Lenders”), CITICORP NORTH AMERICA, INC. (“CNAI”) as agent for the Lenders (the “Agent”) and FIFTH THIRD BANK, as indenture trustee (the “Indenture Trustee”) and as eligible lender trustee (the “Eligible Lender Trustee”). Capitalized terms used herein and not defined herein shall have the meanings given to such terms in the Indenture.
