EXHIBIT 10.15
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
AMENDMENT
to
PROGRAM AGREEMENTS
BANK ONE, N.A.
(EDUCATION ONE LOAN PROGRAM)
This Amendment is entered into as of the 1st day of April, 2003 by and between
Bank One, N.A., (the "Lender"), The First Marblehead Corporation ("FMC"), and
The Education Resources Institute, Inc. ("▇▇▇▇") with regard to the Guaranty
Agreement between Lender and ▇▇▇▇ dated May 13, 2002 (the " Guaranty
Agreement"), the Loan Origination Agreement between the same parties dated
May 13, 2002 (the "Loan Origination Agreement") and a Note Purchase Agreement
between Lender and FMC dated May 1, 2002. Capitalized terms used herein without
definition have the meaning set forth in the Guaranty Agreement.
WHEREAS, ▇▇▇▇, FMC and Lender desire to adopt new program terms for the
2003-2004 program year;
NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties, it is hereby agreed as follows:
1. PRICING. ▇▇▇▇ and the Lender hereby amend and restate Schedule 3.3 to the
Guaranty Agreement by adopting the Schedule 3.3 attached hereto as Exhibit A.
2. PROGRAM GUIDELINES. ▇▇▇▇ and the Lender hereby amend and restate the Program
Guidelines by adopting the Program Guidelines attached hereto as Exhibit B1.
Differences between the new and old Program Guidelines are shown in blackline in
Exhibit B2. Promissory notes and the Truth-in-Lending Disclosure for program
year 2003-04 for the Education One program shall be agreed to by the parties in
separate writings (which may take the form of e-mail correspondence).
3. PURCHASE PRICE. The Lender and FMC hereby amend and restate Section 2.04 of
the Note Purchase Agreement to read in its entirety as set forth on Exhibit C
attached hereto.
4. TRANSITION. This Amendment shall be effective for each Program loan for which
applications are received on or after a date set by ▇▇▇▇ by notice delivered to
Lender as soon as reasonably possible.
5. FULL FORCE AND EFFECT. As amended herein, the Guaranty Agreement, Loan
Origination Agreement, and Note Purchase Agreement remain in full force and
effect. IN WITNESS WHEREOF, the parties hereto by their duly authorized
representatives have executed this Amendment as of the date first written above.
THE EDUCATION RESOURCES BANK ONE, N.A.
INSTITUTE, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------- ------------------------------
Title: President Title: Vice President
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THE FIRST MARBLEHEAD CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Title: President
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2
TABLE OF EXHIBITS
NOTE: First Marblehead Corporation is not a party to Exhibits A, B1, and/or B2.
Pursuant to Item 601 of Regulation S-K, such exhibits are not being filed
herewith.
Exhibit A Schedule 3.3
Exhibit B1 Program Guidelines
Exhibit B2 Blackline of Program Guidelines
Exhibit C Section 2.04 Minimum Purchase Price - filed herewith
EXHIBIT C
2.04. MINIMUM PURCHASE PRICE.
On the Purchase Date, Program Lender shall assign and convey all
EDUCATION ONE Loans included in the Pool to FMC, or a Purchaser Trust, in
consideration of receipt of the Minimum Purchase Price therefor. For purposes of
this Agreement the term "Minimum Purchase Price" shall mean the sum of the
following amounts with respect to each of the EDUCATION ONE Loans to be
purchased:
(a) The unpaid principal amount [**]; plus
(b) All accrued and unpaid interest on such EDUCATION ONE Loans, [**]; plus
(c) All fees paid by Bank One to ▇▇▇▇ with respect to such EDUCATION ONE
Loans [**]; plus
(d) The amount of any Guaranty Fees paid by Bank One to ▇▇▇▇ [**]; plus
(e) A marketing fee and loan premium, [**] of EDUCATION ONE Loans as
follows (for tier references see Schedule 3.3 of the Guaranty Agreement):
1. with respect to K-12 Creditworthy Loans, [**]%;
2. with respect to Continuing Education Creditworthy Loans, [**]%
[**], [**]% for [**] and [**]% [**];
3. with respect to Undergraduate Creditworthy Loans, [**]% [**],
[**]% [**] and [**]% [**]; and
with respect to Graduate Creditworthy Loans, [**]% [**], [**]% [**] and [**]%
[**]