0001104659-06-060653 Sample Contracts

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 PROGRAMS
Note 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;

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BANK OF AMERICA SCHOOL CHANNEL LOAN PROGRAMS: AMENDED AND RESTATED UMBRELLA AGREEMENT
Umbrella Agreement • September 12th, 2006 • First Marblehead Corp • Personal credit institutions • California

THIS AMENDED AND RESTATED UMBRELLA AGREEMENT (the “Agreement”) is made and dated as of June 30, 2006, by and among THE FIRST MARBLEHEAD CORPORATION, a corporation organized under Delaware law (“FMC”), and BANK OF AMERICA, N.A., a national banking association (the “Program Lender”).

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