Exhibit 10.10
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.
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, 34
Floor, Boston,
Massachusetts 02199-8157 (“FMC”), is made as of March 25 2004;
W I T N E S S E T H:
WHEREAS, Program Lender is in the business of making education loans under education lending
programs, including, without limitation, the Start Education Loan Program (as defined in Section 1); and
WHEREAS, FMC exists to provide funds for education loans for the benefit of students at Participating
Institutions (as defined in Section 1); and
WHEREAS, in order to facilitate funding of Start Education Conforming Loans (as defined in Section 1),
Program Lender has agreed to sell, from time to time, pools containing Start Education Conforming Loans
originated by Program Lender to FMC or a Purchaser Trust (as defined in Section 1); and
WHEREAS, the Start Education Conforming Loans are made by Program Lender and purchased by
FMC on the condition that they qualify for and in fact are covered by a guaranty issued by The Education
Resources Institute, Inc. (“TERI”).
NOW, THEREFORE, in consideration of these presents and the covenants contained herein, the parties
hereto hereby agree as follows:
I. Definitions . Capitalized terms used herein without definition have the meanings set forth in the
Program Guidelines.
“Affiliate” shall mean, as to any person, any other person which, directly or indirectly, is in control of, is
controlled by, or i