Exhibit 1.1 THE FIRST MARBLEHEAD CORPORATION COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 2003 • First Marblehead Corp • Personal credit institutions • New York
EXHIBIT 10.39 SHAREHOLDERS AGREEMENT dated as of December 21, 1995Shareholders Agreement • October 10th, 2003 • First Marblehead Corp • Personal credit institutions • Delaware
EXECUTION 5/15/02 NOTE PURCHASE AGREEMENT TERI-GUARANTEED CFS LOAN PROGRAM CHARTER ONE BANK, N.A. This Note Purchase Agreement, by and between Charter One Bank, N.A., a national bank organized under the laws of the United States and having a principal...Note Purchase Agreement • May 14th, 2004 • First Marblehead Corp • Personal credit institutions • Massachusetts
A. BASIC DATA.First Marblehead Corp • September 5th, 2003 • Massachusetts
Exhibit 1.1 THE FIRST MARBLEHEAD CORPORATION Common Stock, par value $.01 per share Underwriting AgreementFirst Marblehead Corp • June 21st, 2004 • Personal credit institutions • New York
EXHIBIT 10.42 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 10th, 2003 • First Marblehead Corp • Personal credit institutions • Massachusetts
W I T N E S S E T HFirst Marblehead Corp • September 5th, 2003
EXTENSION AGREEMENT FOR CEDU PREPGATE LOANSExtension Agreement • September 5th, 2003 • First Marblehead Corp
RECITALSMarketing Agreement • May 14th, 2004 • First Marblehead Corp • Personal credit institutions • Massachusetts
EXHIBIT 10.45 OPTION AGREEMENT THIS OPTION AGREEMENT is made effective the 30th day of September, 2003 by and among The First Marblehead Corporation, a Delaware corporation, with its principal offices at 30 Little Harbor, Marblehead, Massachusetts...Option Agreement • October 10th, 2003 • First Marblehead Corp • Personal credit institutions • Massachusetts
EXHIBIT 10.3 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. FIRST AMENDMENT TO PROGRAM AGREEMENTS (BAGEL) This First Amendment to Program Agreements ("First Amendment")...First Marblehead Corp • September 5th, 2003
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 29th, 2016 • First Marblehead Corp • Personal credit institutions • Delaware
This Agreement made and entered into this 28th day of April, 2016 (the “Agreement”), by and between The First Marblehead Corporation, a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as defined below) controlled directly or indirectly by the Company) and Seth Gelber (the “Indemnitee”):
WITNESSETH:Software Development Agreement • October 29th, 2003 • First Marblehead Corp • Personal credit institutions
RECITALSMarketing Services Agreement • October 29th, 2003 • First Marblehead Corp • Personal credit institutions • Massachusetts
RECITALSUmbrella Agreement • September 5th, 2003 • First Marblehead Corp • California
EXHIBIT 10.23 ASSIGNMENT AGREEMENT For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, V-Tek Systems Corporation ("Assignor"), a California corporation with its principal place of business at 1315 S....Assignment Agreement • September 5th, 2003 • First Marblehead Corp
AMENDMENT TO GUARANTY AGREEMENT, LOAN ORIGINATION AGREEMENT AND DEPOSIT AND SECURITY AGREEMENTGuaranty Agreement • September 5th, 2003 • First Marblehead Corp
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. NOTE PURCHASE AGREEMENT BANK OF AMERICA DTC PROGRAM BANK OF AMERICA, N.A.Note Purchase Agreement • May 10th, 2006 • First Marblehead Corp • Personal credit institutions • North Carolina
This Note Purchase Agreement (“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 principal office located at 100 North Tryon Street, Charlotte, North Carolina, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 30 Little Harbor, Marblehead, Massachusetts (“FMC”), is amended and restated in full as of April 1, 2006 (“Effective Date”);
THE FIRST MARBLEHEAD CORPORATION Restricted Stock Unit Agreement Granted UnderRestricted Stock Unit Agreement • September 8th, 2011 • First Marblehead Corp • Personal credit institutions • Delaware
Non-Statutory Stock Option AgreementFirst Marblehead Corp • September 3rd, 2009 • Personal credit institutions • Delaware
COMMERCIAL LEASEFirst Marblehead Corp • September 5th, 2003
Rent $3,073/month or $12,292/year for months beginning 2/1/02 $3,073/month or $36,876/year for year beginning 6/01/02 $3,227/month or $38,724/year for the year beginning 6/01/03 $3,388/month or $40,656/year for year beginning 6/01/04 $3,558/month or $42,696/year for year beginning 6/01/05 $3,736/month or $44,832/year for year beginning 6/01/06
AGREEMENT JOINT FILING OF SCHEDULE 13G Interlaken Investment Partners, L.P., a limited partnership organized and existing under the laws of the State of Delaware, and William R. Berkley hereby agree to file jointly, on behalf of each of them, the...Agreement • May 5th, 2006 • First Marblehead Corp • Personal credit institutions
Interlaken Investment Partners, L.P., a limited partnership organized and existing under the laws of the State of Delaware, and William R. Berkley hereby agree to file jointly, on behalf of each of them, the statement on Schedule 13G to which this Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.
The First Marblehead Corporation Restricted Stock Unit Agreement Granted Under 2003 Stock Incentive PlanRestricted Stock Unit Agreement • November 23rd, 2004 • First Marblehead Corp • Personal credit institutions • Delaware
First Marblehead Letterhead]First Marblehead Corp • September 3rd, 2009 • Personal credit institutions • Massachusetts
In connection with the termination of your employment with The First Marblehead Education Resources, Inc. (the “Company”) on February 29, 2009, you are eligible to receive the severance benefits described in the “Description of Severance Benefits” attached to this letter agreement as Attachment A if you sign and return this letter agreement to me no earlier than February 29, 2008 but by March 3, 2008 and it becomes binding between you and the Company. By signing and returning this letter agreement, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 3. Therefore, you are advised to consult with an attorney before signing this letter agreement and you may take up to twenty-one (21) days to do so. If you sign this letter agreement, you may change your mind and revoke your agreement during the seven (7) day period after you have sig
COMMERCIAL LEASEFirst Marblehead Corp • September 5th, 2003
Rent $13,297/month or $159,564/year for first year $13,962/month or $167,544/year for second year $14,660/month or $175,920/year for third year $15,393/month or $184,716/year for fourth year $16,163/month or $193,956/year for fifth year
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. CERTIFICATE OF SATISFACTION and FIRST AMENDMENT TO LOAN PROGRAM AGREEMENTAdministration Agreement • November 18th, 2010 • First Marblehead Corp • Personal credit institutions • Georgia
TRUST AGREEMENT, dated as of July , 2010, among The National Collegiate Funding II, LLC, a Delaware limited liability company (“NCF II”), [U.S. Bank National Association], a national banking association (the “Trustee”), [U.S. Bank Trust National Association], a national banking association (the “Resident Trustee” and, together with the Trustee, the “Trustees”), and, with respect to Sections 2.03, 2.05(b), 4.02(d), 9.01, 9.06, 10.01(ii), 12.01 and 13.01 and Articles V and VI only, SunTrust Bank, a Georgia state-chartered banking corporation (“SunTrust”).
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 PROGRAMSNote 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;
EXHIBIT 10.24 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. ORIGINATION SERVICES AGREEMENT by and between V-TEK SYSTEMS CORPORATIONOrigination Services Agreement • October 29th, 2003 • First Marblehead Corp • Personal credit institutions • California
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. NOTE PURCHASE AGREEMENT TERI- GUARANTEED START EDUCATION LOAN PROGRAM CHARTER ONE BANK, N.A.Note Purchase Agreement • August 28th, 2007 • First Marblehead Corp • Personal credit institutions • Massachusetts
This Note Purchase Agreement, by and between Charter One Bank, N.A. (“Program Lender”), a national banking association organized under the laws of the United States and having a principal office located at 1215 Superior Avenue, Cleveland, Ohio 44114, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199-8157 (“FMC”), is made as of March 25 2004;
AMENDED AND RESTATED PRIVATE STUDENT LOAN SERVICING AGREEMENT BETWEEN PENNSYLVANIA HIGHER EDUCATION ASSISTANCE-AGENCY AND THE FIRST MARBLEHEAD CORPORATIONPrivate 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”).
THE FIRST MARBLEHEAD CORPORATION Performance-Based Restricted Stock Unit Agreement Granted Under 2003 Stock Incentive PlanRestricted Stock Unit Agreement • August 28th, 2007 • First Marblehead Corp • Personal credit institutions • Delaware
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. PRIVATE STUDENT LOAN MONOGRAM PROGRAM AGREEMENT BETWEEN PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY AND THE FIRST...Private Student Loan Program Agreement • November 18th, 2010 • First Marblehead Corp • Personal credit institutions • Pennsylvania
THIS PRIVATE STUDENT LOAN PROGRAM AGREEMENT (this “Agreement”) is made and dated as of February 5, 2010, 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”).
RECITALSMaster Servicing Agreement • September 5th, 2003 • First Marblehead Corp • Massachusetts
Underwriting AgreementUnderwriting Agreement • January 7th, 2005 • First Marblehead Corp • Personal credit institutions • New York
The stockholders of The First Marblehead Corporation, a Delaware corporation (the "Company") named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 3,420,527 shares and, at the election of the Underwriters, up to 513,078 additional shares of Common Stock, par value $.01 per share ("Stock") of the Company. The aggregate of 3,420,527 shares to be sold by the Selling Stockholders is herein called the "Firm Shares" and the aggregate of 513,078 additional shares to be sold by the Selling Stockholders is herein called the "Optional Shares". The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares".
EXHIBIT 10.37 STANDARD FORM COMMERCIAL LEASE THIS INSTRUMENT IS A LEASE, dated as of April 25, 2003, in which the LESSOR and LESSEE are the parties hereinafter named, and which relates to space in the building (the "Building") located at 31 St. James...First Marblehead Corp • September 5th, 2003 • Massachusetts
