Exhibit 10.1
Confidential Materials omitted
and filed separately with the
Securities and Exchange Commission. Asterisks denote
omissions.
FIFTH SUPPLEMENT
TO
MASTER LOAN GUARANTY
AGREEMENT
This Fifth Supplement to Master Loan
Guaranty Agreement (this “Supplement”) is made as of
this 6 th day of October, 2005, by and between The
Education Resources Institute, Inc., a private non-profit
corporation organized under Chapter 180 of the Massachusetts
General Laws, with its principal place of business at Park Square
Building, 4th Floor, 31 St. James Avenue, Boston, Massachusetts
02116 (“TERI”), and The First Marblehead Corporation, a
Delaware corporation having a principal place of business at 800
Boylston Street, 34th Floor, Boston, Massachusetts 02199
(“FMC”), and amends and supplements that certain Master
Loan Guaranty Agreement dated as of February 2, 2001 by and between
TERI and FMC, as amended (the “Master Loan Guaranty
Agreement”). Capitalized terms used herein without
definition have the meaning set for the in the Master Loan Guaranty
Agreement.
WHEREAS, pursuant to that certain
Master Loan Guaranty Agreement, numerous FMC Purchase Programs have
been created and have resulted in the origination of loans for
purchase by FMC or its designee;
WHEREAS, pursuant to the Fourth
Supplement to Master Loan Guaranty Agreement dated June 1, 2004
(the “Fourth Supplement”), TERI and FMC agreed to amend
the Master Loan Guaranty Agreement to adjust the amount of guaranty
fees that are held in the Pledged Account and the relative
ownership percentages of residual equity interests in the Purchaser
Trust; and
WHEREAS, the parties desire to
make further amendments to the Master Loan Guaranty Agreement as
provided herein.
NOW, THEREFORE, in consideration of
these presents and the covenants contained herein and for valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
For any Securitization closing from
and after the date hereof through and including June 30, 2006
(each, a “2006 Securitization”), the parties agree as
follows:
(a)(i) The amount of guaranty
fees that are held in the Pledged Account for any 2006
Securitization shall be reduced (such reduction, the “[**]
Reduction”) by [**] basis points ([**]%) multiplied by the
principal amount of loans included in the applicable Securitization
which are, in the case of the first
