0001104659-06-072816 Sample Contracts

AMENDED AND RESTATED PRIVATE STUDENT LOAN SERVICING AGREEMENT BETWEEN PENNSYLVANIA HIGHER EDUCATION ASSISTANCE-AGENCY AND THE FIRST MARBLEHEAD CORPORATION
Private Student Loan Servicing Agreement • November 8th, 2006 • First Marblehead Corp • Personal credit institutions • Pennsylvania

THIS AMENDED AND RESTATED PRIVATE STUDENT LOAN SERVICING AGREEMENT (this “Agreement”) is made and dated as of September 28, 2006 (the “Effective Date”), 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”), and amends and restates that certain Alternative Servicing Agreement between Servicer and FMC dated as of October 16, 2001 (“Old Servicing Agreement”).

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FIFTEENTH AMENDMENT to PROGRAM AGREEMENTS JPMORGAN CHASE BANK, N.A. (SUCCESSOR BY MERGER TO BANK ONE, N.A.)
Note Purchase Agreement • November 8th, 2006 • First Marblehead Corp • Personal credit institutions

This Fifteenth Amendment to Program Agreements (this “Fifteenth Amendment”) is entered into as of the 2nd day of October, 2006 (the “Fifteenth Amendment Effective Date”) and amends that certain Note Purchase Agreement, entered into by and between JPMorgan Chase Bank, N.A. (successor by merger to Bank One, N.A.), (“JPMorgan Chase”) and The First Marblehead Corporation dated as of May 1, 2002 , as previously amended (the “Note Purchase Agreement”). Capitalized terms used herein without definition shall have the meaning set forth for such terms in the Note Purchase Agreement.

Contract
Employment Agreement • November 8th, 2006 • First Marblehead Corp • Personal credit institutions • Massachusetts

THIS EMPLOYMENT AGREEMENT AND MUTUAL GENERAL RELEASE (the “Agreement”), made as of November 1, 2006, is entered into by The First Marblehead Corporation, a Delaware corporation with its principal place of business at The Prudential Tower, 800 Boylston Street, Boston, MA 02199-8157 (the “Company”), and Donald R. Peck, residing at [intentionally omitted] (the “Employee”).

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