0001262279-11-000028 Sample Contracts

FIFTH AMENDMENT TO LOAN PROGRAM AGREEMENT
Loan Program Agreement • November 15th, 2011 • First Marblehead Corp • Personal credit institutions • Georgia

This Fifth Amendment to Loan Program Agreement (the “Fifth Amendment”) is entered into this day of November 14, 2011 (the “Fifth Amendment Effective Date”), by and among First Marblehead Education Resources, Inc., a Delaware corporation having its principal offices at One Cabot Road, Medford, Massachusetts 02155 (“FMER”), The First Marblehead Corporation, a Delaware corporation having its principal offices at 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199 (“FMC”), and SunTrust Bank, a Georgia state-chartered banking corporation having an office located at 1001 Semmes Avenue, Richmond, Virginia 23224 (“SunTrust”). Capitalized terms used in this Fifth Amendment without definition have the meanings assigned to them in the Loan Program Agreement (as defined below).

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