0001104659-06-033338 Sample Contracts

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”);

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BANK OF AMERICA DIRECT TO CONSUMER LOAN PROGRAM: UMBRELLA AGREEMENT
Umbrella Agreement • May 10th, 2006 • First Marblehead Corp • Personal credit institutions • North Carolina

THIS UMBRELLA AGREEMENT (the “Agreement”) is amended and restated in full as of the 1st day of April, 2006, by and between THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation (“FMC”), and BANK OF AMERICA, N.A., a national banking association having its principal office located in the State of North Carolina (the “Program Lender”).

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