0001104659-08-006950 Sample Contracts

AMENDMENT NO. 1 TO INVESTMENT AGREEMENT
Investment Agreement • February 4th, 2008 • First Marblehead Corp • Personal credit institutions • New York

This AMENDMENT NO. 1 TO INVESTMENT AGREEMENT (this “Amendment”) is entered into as of January 30, 2008, by and among 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 used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

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