EXECUTION 5/15/02 NOTE PURCHASE AGREEMENT TERI-GUARANTEED CFS LOAN PROGRAM CHARTER ONE BANK, N.A. This Note Purchase Agreement, by and between Charter One Bank, N.A., a national bank organized under the laws of the United States and having a principal...Note Purchase Agreement • May 14th, 2004 • First Marblehead Corp • Personal credit institutions • Massachusetts
EXHIBIT 10.39 SHAREHOLDERS AGREEMENT dated as of December 21, 1995Shareholders Agreement • October 10th, 2003 • First Marblehead Corp • Personal credit institutions • Delaware
EXHIBIT 10.42 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 10th, 2003 • First Marblehead Corp • Personal credit institutions • Massachusetts
Exhibit 1.1 THE FIRST MARBLEHEAD CORPORATION Common Stock, par value $.01 per share Underwriting AgreementUnderwriting Agreement • June 21st, 2004 • First Marblehead Corp • Personal credit institutions • New York
RECITALSMarketing Agreement • May 14th, 2004 • First Marblehead Corp • Personal credit institutions • Massachusetts
EXTENSION AGREEMENT FOR CEDU PREPGATE LOANSExtension Agreement • September 5th, 2003 • First Marblehead Corp
COMMERCIAL LEASECommercial Lease • September 5th, 2003 • First Marblehead Corp
Rent $13,297/month or $159,564/year for first year $13,962/month or $167,544/year for second year $14,660/month or $175,920/year for third year $15,393/month or $184,716/year for fourth year $16,163/month or $193,956/year for fifth year
DRAFT #6 8/01/01 NOTE PURCHASE AGREEMENT BANK OF AMERICA GATE(R) LOAN PROGRAM This Note Purchase Agreement, by and between BANK OF AMERICA, N.A. ("Program Lender"), a national banking association organized under the laws of the United States and...Note Purchase Agreement • September 5th, 2003 • First Marblehead Corp • California
EXHIBIT 10.44 OPTION AGREEMENT THIS OPTION AGREEMENT is made effective the 30th day of September, 2003 by and among The First Marblehead Corporation, a Delaware corporation, with its principal offices at 30 Little Harbor, Marblehead, Massachusetts...Option Agreement • October 10th, 2003 • First Marblehead Corp • Personal credit institutions • Massachusetts
RECITALSMarketing Services Agreement • October 29th, 2003 • First Marblehead Corp • Personal credit institutions • Massachusetts
WITNESSETH:Software Development Agreement • October 29th, 2003 • First Marblehead Corp • Personal credit institutions
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 29th, 2016 • First Marblehead Corp • Personal credit institutions • Delaware
This Agreement made and entered into this 28th day of April, 2016 (the “Agreement”), by and between The First Marblehead Corporation, a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as defined below) controlled directly or indirectly by the Company) and Seth Gelber (the “Indemnitee”):
EXHIBIT 10.36 SUPPLEMENT TO SUBLEASE AMENDMENT THIS SUPPLEMENT TO SUBLEASE AMENDMENT modifies that certain AMENDMENT OF SUBLEASE (hereinafter referred to as the "Amendment") made as of the 12th day of July, 2002, between Metropolitan Life Insurance...Sublease Amendment • September 5th, 2003 • First Marblehead Corp
RECITALSUmbrella Agreement • September 5th, 2003 • First Marblehead Corp • California
EXHIBIT 10.23 ASSIGNMENT AGREEMENT For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, V-Tek Systems Corporation ("Assignor"), a California corporation with its principal place of business at 1315 S....Assignment Agreement • September 5th, 2003 • First Marblehead Corp
EXHIBIT 10.37 STANDARD FORM COMMERCIAL LEASE THIS INSTRUMENT IS A LEASE, dated as of April 25, 2003, in which the LESSOR and LESSEE are the parties hereinafter named, and which relates to space in the building (the "Building") located at 31 St. James...Commercial Lease • September 5th, 2003 • First Marblehead Corp • Massachusetts
EXHIBIT 10.45 OPTION AGREEMENT THIS OPTION AGREEMENT is made effective the 30th day of September, 2003 by and among The First Marblehead Corporation, a Delaware corporation, with its principal offices at 30 Little Harbor, Marblehead, Massachusetts...Option Agreement • October 10th, 2003 • First Marblehead Corp • Personal credit institutions • Massachusetts
Exhibit 10.3 AMENDED AND RESTATED STANDARD FORM COMMERCIAL LEASE THIS AMENDED AND RESTATED STANDARD FORM COMMERCIAL LEASE (this "Lease"), is dated as of February 18, 2004, in which the LESSOR and LESSEE are the parties hereinafter named, and which...Commercial Lease • May 14th, 2004 • First Marblehead Corp • Personal credit institutions • Massachusetts
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. NOTE PURCHASE AGREEMENT BANK OF AMERICA DTC PROGRAM BANK OF AMERICA, N.A.Note Purchase Agreement • May 10th, 2006 • First Marblehead Corp • Personal credit institutions • North Carolina
This Note Purchase Agreement (“Agreement”), by and between BANK OF AMERICA, N.A. (“Program Lender”), a national banking association organized under the laws of the United States and having a principal office located at 100 North Tryon Street, Charlotte, North Carolina, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 30 Little Harbor, Marblehead, Massachusetts (“FMC”), is amended and restated in full as of April 1, 2006 (“Effective Date”);
RECITALSMaster Servicing Agreement • September 5th, 2003 • First Marblehead Corp • Massachusetts
SUBLEASESublease • September 5th, 2003 • First Marblehead Corp • Massachusetts
THE FIRST MARBLEHEAD CORPORATION Restricted Stock Unit Agreement Granted UnderRestricted Stock Unit Agreement • September 8th, 2011 • First Marblehead Corp • Personal credit institutions • Delaware
Non-Statutory Stock Option AgreementNon-Statutory Stock Option Agreement • September 3rd, 2009 • First Marblehead Corp • Personal credit institutions • Delaware
EXHIBIT 10.35 AMENDMENT OF SUBLEASE THIS AMENDMENT OF SUBLEASE (hereinafter referred to as the "Amendment") made as of the 12th day of July, 2002, between Metropolitan Life Insurance Company, a New York corporation, hereinafter referred to as the...Sublease • September 5th, 2003 • First Marblehead Corp
AGREEMENT JOINT FILING OF SCHEDULE 13G Interlaken Investment Partners, L.P., a limited partnership organized and existing under the laws of the State of Delaware, and William R. Berkley hereby agree to file jointly, on behalf of each of them, the...Joint Filing Agreement • May 5th, 2006 • First Marblehead Corp • Personal credit institutions
Interlaken Investment Partners, L.P., a limited partnership organized and existing under the laws of the State of Delaware, and William R. Berkley hereby agree to file jointly, on behalf of each of them, the statement on Schedule 13G to which this Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDED AND RESTATED NOTE PURCHASE AGREEMENT BANK OF AMERICA SCHOOL CHANNEL LOAN PROGRAMSNote Purchase Agreement • September 12th, 2006 • First Marblehead Corp • Personal credit institutions • California
This Amended and Restated Note Purchase Agreement (this “Agreement”), by and between BANK OF AMERICA, N.A. (“Program Lender”), a national banking association organized under the laws of the United States and having a place of business located at 600 Wilshire Blvd., Los Angeles, California 90017, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at having a principal place of business at 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199-8157 (“FMC”), is made and dated as of June 30, 2006;
EXHIBIT 10.6 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. THIRD AMENDMENT TO PROGRAM AGREEMENTS (BAGEL) This Third Amendment to Program Agreements ("Third Amendment")...Program Agreements • September 5th, 2003 • First Marblehead Corp
The First Marblehead Corporation Restricted Stock Unit Agreement Granted Under 2003 Stock Incentive PlanRestricted Stock Unit Agreement • November 23rd, 2004 • First Marblehead Corp • Personal credit institutions • Delaware
First Marblehead Letterhead]Severance Agreement • September 3rd, 2009 • First Marblehead Corp • Personal credit institutions • Massachusetts
In connection with the termination of your employment with The First Marblehead Education Resources, Inc. (the “Company”) on February 29, 2009, you are eligible to receive the severance benefits described in the “Description of Severance Benefits” attached to this letter agreement as Attachment A if you sign and return this letter agreement to me no earlier than February 29, 2008 but by March 3, 2008 and it becomes binding between you and the Company. By signing and returning this letter agreement, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 3. Therefore, you are advised to consult with an attorney before signing this letter agreement and you may take up to twenty-one (21) days to do so. If you sign this letter agreement, you may change your mind and revoke your agreement during the seven (7) day period after you have sig
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. PRIVATE STUDENT LOAN MONOGRAM PROGRAM AGREEMENT BETWEEN PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY AND THE FIRST...Private Student Loan Program Agreement • November 18th, 2010 • First Marblehead Corp • Personal credit institutions • Pennsylvania
THIS PRIVATE STUDENT LOAN PROGRAM AGREEMENT (this “Agreement”) is made and dated as of February 5, 2010, by and between the Pennsylvania Higher Education Assistance Agency (d/b/a American Education Services), a public corporation and governmental instrumentality organized under the laws of the Commonwealth of Pennsylvania, 1200 North Seventh Street, Harrisburg, Pennsylvania 17102 (“Servicer”) and The First Marblehead Corporation, having an address at 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199 (“FMC”).
Underwriting AgreementUnderwriting Agreement • January 7th, 2005 • First Marblehead Corp • Personal credit institutions • New York
The stockholders of The First Marblehead Corporation, a Delaware corporation (the "Company") named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 3,420,527 shares and, at the election of the Underwriters, up to 513,078 additional shares of Common Stock, par value $.01 per share ("Stock") of the Company. The aggregate of 3,420,527 shares to be sold by the Selling Stockholders is herein called the "Firm Shares" and the aggregate of 513,078 additional shares to be sold by the Selling Stockholders is herein called the "Optional Shares". The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares".
Confidential treatment omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. FIRST AMENDMENT TO THE AMENDED AND RESTATED PRIVATE STUDENT LOAN SERVICING AGREEMENT BETWEENPrivate Student Loan Servicing Agreement • September 3rd, 2009 • First Marblehead Corp • Personal credit institutions
THIS FIRST AMENDMENT is made as of this 4th day of March, 2008, 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 at 1200 North Seventh Street, Harrisburg, Pennsylvania, 17102 (“Servicer”), and The First Marblehead Corporation, having an address at 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199 (“FMC”). Capitalized terms used herein without definition have the meanings assigned to them in the Servicing Agreement (as defined below).
RBS CITIZENS, N.A. UNION FEDERAL SAVINGS BANK Loan Purchase and Sale AgreementLoan Purchase and Sale Agreement • February 10th, 2014 • First Marblehead Corp • Personal credit institutions • Rhode Island
This Loan Purchase and Sale Agreement (this “Agreement”), by and among UNION FEDERAL SAVINGS BANK, a federal savings bank organized under the laws of the United States having a principal place of business at 1565 Mineral Spring Avenue, North Providence, Rhode Island 02904 (“Seller”), and RBS CITIZENS, N.A., a national banking association having a principal place of business at One Citizens Plaza, Providence, Rhode Island 02903 (“Purchaser”), and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 800 Boylston Street, 34th Floor, Boston, MA 02199 (“Guarantor”), is made as of January 23, 2014 (the “Execution Date”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. CERTIFICATE OF SATISFACTION and FIRST AMENDMENT TO LOAN PROGRAM AGREEMENTLoan Program Agreement • November 18th, 2010 • First Marblehead Corp • Personal credit institutions • Georgia
TRUST AGREEMENT, dated as of July , 2010, among The National Collegiate Funding II, LLC, a Delaware limited liability company (“NCF II”), [U.S. Bank National Association], a national banking association (the “Trustee”), [U.S. Bank Trust National Association], a national banking association (the “Resident Trustee” and, together with the Trustee, the “Trustees”), and, with respect to Sections 2.03, 2.05(b), 4.02(d), 9.01, 9.06, 10.01(ii), 12.01 and 13.01 and Articles V and VI only, SunTrust Bank, a Georgia state-chartered banking corporation (“SunTrust”).
EXHIBIT 10.24 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. ORIGINATION SERVICES AGREEMENT by and between V-TEK SYSTEMS CORPORATIONOrigination Services Agreement • October 29th, 2003 • First Marblehead Corp • Personal credit institutions • California
