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AMENDMENT NO. 2 TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT NO.
2 TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered
into as of December 2005 by and between [NAME] (the
“Executive”), and Collegiate Funding Services, Inc., a
corporation organized and existing under the laws of the State of
Delaware (the “Company”).
WHEREAS, Executive
is currently employed as Executive Vice President and [TITLE] of
the Company pursuant to an employment agreement dated [DATE],
between Executive and the Company (the “Employment
Agreement”), as first amended on April 26, 2005;
and
WHEREAS, in
connection with the transactions contemplated by that certain
Agreement and Plan of Merger among JPMorgan Chase Bank, National
Association, Cannon Acquisition Corporation and Collegiate Funding
Services, Inc., dated as of December 14, 2005, the Company
wishes amend the terms of the Employment Agreement as set forth
herein; and
WHEREAS, the
Company and Executive agree to enter into such amendment on the
terms set forth herein.
NOW, THEREFORE, in
consideration of the mutual covenants and obligations contained
herein, and intending to be legally bound, the parties, subject to
the terms and conditions set forth herein, agree as
follows:
1.
Definitions. Capitalized
terms not defined herein shall have the meaning set forth in the
Employment Agreement.
2.
Amendment. There is added
a new sentence to the end of Section 1(b), which shall read
as
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