INVESTMENT AGREEMENT by and among GS PARTHENON A, L.P., GS PARTHENON B, L.P. and THE FIRST MARBLEHEAD CORPORATION Dated as of December 21, 2007Investment Agreement • December 27th, 2007 • First Marblehead Corp • Personal credit institutions • New York
INVESTMENT AGREEMENT (the “Agreement”), dated as of December 21, 2007, by and between GS Parthenon A, L.P., a Delaware limited partnership (“Purchaser A”), GS Parthenon B, L.P., a Delaware limited partnership (“Purchaser B”) (each of Purchaser A and Purchaser B, individually, a “Purchaser” and collectively, the “Purchasers”) and The First Marblehead Corporation, a Delaware corporation (the “Company”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2007 • First Marblehead Corp • Personal credit institutions • New York
This Amended and Restated Registration Rights Agreement dated as of December 21, 2007 (the “Agreement”) is entered into by and among The First Marblehead Corporation, a Delaware corporation (the “Company”), GS Parthenon A, L.P., a Delaware limited partnership (“GSA”), GS Parthenon B, L.P., a Delaware limited partnership (“GSB” and, together with GSA, the “GS Entities”), and the individuals and entities listed on Exhibit A attached hereto (excluding the GS Entities, the “Original Holders” and, together with the GS Entities, the “Holders”).
