0001104659-05-003177 Sample Contracts

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDMENT TO NOTE PURCHASE AGREEMENT (Bank of America BAGEL )
Note Purchase Agreement • January 31st, 2005 • First Marblehead Corp • Personal credit institutions

This Amendment to Note Purchase Agreement (this “Amendment”) is entered into this 31st day of January 2005 by and between Bank of America, N.A., a national banking association organized under the laws of the United States (“Bank of America”), and The First Marblehead Corporation, a Delaware corporation (“FMC”). Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

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