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".
