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                                                                    EXHIBIT 10.5

          CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

                 SECOND AMENDMENT TO PROGRAM AGREEMENTS (BAGEL)


     This Second Amendment to Program Agreements ("Second Amendment") amends the
Program Agreements, as defined below, entered into by and among Bank of America,
National Association ("Program Lender"), The First Marblehead Corporation
("FMC") The Education Resources Institute, Inc. ("TERI"), and State Street Bank
and Trust Company ("State Street"). This Second Amendment is dated as of January
10, 2003, and is effective as of the Crossover Date, as that term is defined in
Section I below.

DEFINITIONS

"Bank of America TERI Programs" means the Bank of America TERI Alternative Loan
Program (ALP) and the Bank of America TERI Professional Education Program (PEP)
guaranteed under the Existing Core Guaranty Agreement.

"Deposit and Security Agreement" means that certain agreement bearing that name
entered into by and among Program Lender, FMC, TERI, and State Street dated as
of April 30, 2001, as amended.

"Existing Core Guaranty Agreement" means that certain Guaranty Agreement entered
into by and between Program Lender and TERI and dated as of February 1, 2000,
including all exhibits thereto and the Program Guidelines.

"Existing Core Loan Origination Agreement" means that certain Loan Origination
Agreement entered into by and between Program Lender and TERI and dated as of
February 1, 2000, including all exhibits thereto.

"Guaranty Agreement" means that certain agreement bearing that name entered into
by and between Program Lender and TERI dated as of April 30, 2001, as amended.

"Loan Origination Agreement" means that certain agreement bearing that name
entered into between Program Lender and TERI dated as of April 30, 2001, as
amended.

"Note Purchase Agreement" means that certain agreement bearing that name by and
between FMC and Program Lender dated as of April 30, 2001, as amended.

"Program Agreements" means the Existing Core Guaranty Agreement, the Existing
Core Loan Origination Agreement, the Note Purchase Agreement, the Umbrella
Agreement, the Guaranty

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Agreement, and the Loan Origination Agreement, all as heretofore amended, and
including all Exhibits and Schedules thereto, including, without limitation, the
Program Guidelines.

"Umbrella Agreement" means the agreement bearing that name by and between FMC
and Program Lender dated as of April 30, 2001, as amended.

I.    TRANSITION

     The Program Lender participates in the Bank of America GATE Education Loan
Programs under the Umbrella Agreement. This Agreement does not affect the
existing Bank of America GATE Education Loan Programs.

     The Existing Core Guaranty Agreement and the Existing Core Loan Origination
Agreement will continue to govern the origination, including underwriting and
disbursement, under the Bank of America TERI Programs prior to a date set by
TERI by notice delivered to Program Lender as soon as reasonably possible (the
"Crossover Date"). Beginning on the Crossover Date,

     A.   No new Bank of America TERI Program applications will accepted under
          the Existing Core Loan Origination Agreement, but applications pending
          on the Crossover Date will be originated, underwritten, guaranteed,
          and disbursed as part of the Bank of America TERI Programs under the
          terms of the Existing Core Loan Origination Agreement and the Existing
          Core Guaranty Agreement. Program Lender and TERI agree that the
          Existing Core Loan Origination Agreement and the Existing Core
          Guaranty Agreement shall terminate with respect to the Bank of America
          TERI Programs for all applications received on the Crossover Date and
          thereafter.

     B.   On and after the Crossover Date, in accordance with the amendments
          below, all applications received under the Bank of America TERI
          Programs will be originated, including underwritten and disbursed,
          under the Loan Origination Agreement, and all loans made on such
          applications will be guaranteed under the terms and conditions of the
          Guaranty Agreement, purchased under the terms and conditions of the
          Note Purchase Agreement, serviced (prior to purchase by FMC) under the
          Servicing Agreement between Program Lender and PHEAA dated, serviced
          (after purchase by FMC) under the Alternative Servicing Agreement
          between PHEAA and FMC dated as of October 16, 2001, as amended, and
          subject to the Deposit and Security Agreement.

II.    AMENDMENTS

As of the Crossover Date:

     A.   EXISTING CORE GUARANTY AGREEMENT.

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          1.   The following paragraph will be added to Section 3.5 of the
               Existing Core Guaranty Agreement:

               LENDER shall provide a monthly report containing the information
          set forth on Exhibit B hereto at TERI's expense; TERI shall arrange
          directly with the loan servicer to receive the report and negotiate
          any necessary fee. Any other reporting or information shall be
          provided upon TERI's agreement to reimburse LENDER for its incremental
          cost of such report.

          2.   A new Section 9.3 will be added to the Existing Core Guaranty
               Agreement, which shall read as follows:

               In accordance with the provisions of Title V of the
          Gramm-Leach-Bliley Act (the "GLB Act") and Federal Reserve Board
          Regulation P ("Regulation P"), TERI agrees, as a financial institution
          subject to Regulation P, to respect and protect the security and
          confidentiality of any "nonpublic personal information" (as defined in
          the GLB Act and Regulation P) relating to applicants for Loans and to
          Borrowers, including, where applicable, the restrictions on the
          disclosure of such information set forth in the GLB Act and Regulation
          P.

          3.   A new Exhibit B will be added to the Existing Core Guaranty
               Agreement, which shall read as set forth in EXHIBIT B attached
               hereto.

     B.   EXISTING CORE LOAN ORIGINATION AGREEMENT.

          1.   A new subsection d. will be added to Section 5 of the Existing
               Core Loan Origination Agreement, which shall read as follows:

               TERI shall deliver, or will cause any entity to which it has
          subcontracted its obligations under this Agreement to deliver, to
          International Education Finance Corporation and to those other
          marketing partners of LENDER listed on Exhibit B (the "Marketing
          Partners") hereto, such reports, documents and other detailed
          information related to loans originated by TERI pursuant to this
          Agreement as LENDER may reasonably require.

          2.   A new Exhibit B will be added to the Existing Core Loan
               Origination Agreement, which shall read as set forth in EXHIBIT C
               attached hereto.

     C.   GUARANTY AGREEMENT. In the Guaranty Agreement,

          1.   The definition of "Program" is amended to include the Bank of
               America TERI Programs, and the definition of "Loans" includes
               loans made under the Bank of America TERI Programs.

          2.   Exhibit K to the Guaranty Agreement is amended to include
               Schedule 3.3 attached hereto.

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          3.   Exhibit M is amended by adding the forms of
               Application/Promissory Note attached hereto as Exhibit M.

          4.   The Program Guidelines are amended by adding the TERI Alternative
               Loan Program Underwriting and Origination Guidelines and the
               Professional Education Program Underwriting and Origination
               Guidelines attached hereto as Exhibit A.

          5.   The following paragraph will be added to Section 3.5 of the
               Guaranty Agreement:

               LENDER shall provide a monthly report containing the information
          set forth on Exhibit B hereto at TERI's expense; TERI shall arrange
          directly with the loan servicer to receive the report and negotiate
          any necessary fee. Any other reporting or information shall be
          provided upon TERI's agreement to reimburse LENDER for its incremental
          cost of such report.

          6.   A new Section 9.3 will be added to the Guaranty Agreement, which
               shall read as follows:

               In accordance with the provisions of Title V of the
          Gramm-Leach-Bliley Act (the "GLB Act") and Federal Reserve Board
          Regulation P ("Regulation P"), TERI agrees, as a financial institution
          subject to Regulation P, to respect and protect the security and
          confidentiality of any "nonpublic personal information" (as defined in
          the GLB Act and Regulation P) relating to applicants for Loans and to
          Borrowers, including, where applicable, the restrictions on the
          disclosure of such information set forth in the GLB Act and Regulation
          P.

          7.   A new Exhibit B will be added to the Guaranty Agreement, which
               shall read as set forth in EXHIBIT B attached hereto.

     D.   LOAN ORIGINATION AGREEMENT. In the Loan Origination Agreement

          1.   The term "Program" is amended to include the Bank of America TERI
               Programs and the term "Loans" is amended to include loans made
               under the Bank of America TERI Programs.

          2.   The parenthetical clause in the third recital that reads "(but
               SOLELY WITH RESPECT TO THE prepGATE LOANS to be guaranteed by
               TERI)" is restated to read in its entirety "(but SOLELY WITH
               RESPECT TO THE prepGATE LOANS AND BANK OF AMERICA TERI PROGRAM
               LOANS to be guaranteed by TERI)."

     E.   NOTE PURCHASE AGREEMENT. In the Note Purchase Agreement,

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          1.   The "Product Specifications" are amended by adding the TERI
               Alternative Loan Program Underwriting and Origination Guidelines
               and the Professional Education Program Underwriting and
               Origination Guidelines attached hereto as Exhibit A.

          2.   The term "GATE Program" is amended by deleting the word "GATE"
               therefrom and the term "Program" shall mean both the Bank of
               America GATE Education Loan Program and the Bank of America TERI
               Programs, as each of those programs is described in its Product
               Specifications.

          3.   The terms "Bank of America GATE Conforming Loans", "Bank of
               America GATE Education Loan Pool", and "Bank of America GATE
               Notes" are each amended by deleting the word "GATE" therefrom.

          4.   The definition of "Seasoned Loan" is amended by:

               a.   Revising subparagraph (i) of subsection (b) thereof to read
                    in its entirety:

                    "(i) Bank of America GATE Undergraduate Education Loans, and
                    Bank of America TERI Alternative Loans (as each of those
                    terms is defined in the Product Specifications) made to
                    Borrowers in their first (1st), second (2nd) or third (3rd)
                    academic year;"

               b.   Revising subparagraphs (i) and (ii) of subsection (c)
                    thereof to read in their entirety:

                    "(i) Bank of America GATE Undergraduate Education Loans and
                    Bank of America TERI Alternative Loans (as each of those
                    terms is defined in the Product Specifications) made to
                    Borrowers in their fourth (4th) or later academic year; and
                    (ii) Bank of America GATE Graduate Professional Education
                    Loans and Bank of America TERI Professional Education
                    Program Loans (as each of those terms is defined in the
                    Product Specifications)."

          5.   Section 2.04 is amended and restated as set forth in Schedule
               2.04 attached hereto, with amendments shown in "blackline".

     F.   DEPOSIT AND SECURITY AGREEMENT. In the Deposit and Security Agreement,
          uses of the term "Bank of America GATE Education Loan Programs" are
          amended by deleting the word "GATE" therefrom. The Deposit and
          Security Agreement shall apply to all "Loans" guaranteed under the
          Guaranty Agreement in accordance with the definition of "Loans" as
          amended herein.

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     G.   SERVICING AGREEMENTS The obligations of FMC under this Amendment are
          conditioned upon FMC and PHEAA entering into a Supplement to
          Alternative Servicing Agreement substantially in the form attached
          hereto as Exhibit E.

     H.   In all other respects, the Program Agreements are hereby ratified and
          confirmed and shall remain in full force and effect.


   IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be
executed as of the date above first written.

                                         THE EDUCATION RESOURCES INSTITUTE, INC.

                                         By: /s/ Lawrence W. O'Toole
                                            ------------------------------------
                                         Its: President

                                         BANK OF AMERICA, N.A.

                                         By: /s/ Kathy Cannon
                                            ------------------------------------
                                         Its: Senior Vice President

                                         THE FIRST MARBLEHEAD CORPORATION

                                         By: /s/ Ralph James
                                            ------------------------------------
                                         Its: President


                                         US BANK, N.A.

                                         By: /s/ [Illegible]
                                            ------------------------------------
                                         Its: Vice President

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                                TABLE OF EXHIBITS


NOTE:  First Marblehead Corporation is not a party to Exhibits A, B, C, M, E
       and/or Schedule 3.3. Pursuant to Item 601 of Regulation S-K, such
       exhibits and schedules are not being filed herewith.


Exhibit A           Program Guidelines

Schedule 3.3        Guaranty Fees and Loan Pricing

Exhibit B           Servicer Data Requirements

Exhibit C           Marketing Partners

Exhibit M           Promissory Notes

Schedule 2.04       Revised Section 2.04 of the Note Purchase Agreement  filed
                    herewith.

Exhibit E           Supplement to Alternative Servicing Agreement

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                                  SCHEDULE 2.04

     2.04.  MINIMUM PURCHASE PRICE. (a). On the Purchase Date, Program Lender
shall assign and convey all Seasoned Loans originated by Program Lender 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 consideration outlined in
this Section 2.04(a) and 2.04(b). With respect to all Bank of America Conforming
Loans that are not Bank of America TERI ISLP Program Loans, Minimum Purchase
Price shall mean the sum of:

     (1)    The unpaid principal amount of the Seasoned Loans in question [**];
            plus

     (2)    all accrued and unpaid interest on such Seasoned Loans, [**]; plus

     (3)    [**], the amount of any guaranty fee paid by Program Lender to [**]
            If the terms of the Guaranty Agreement call for any Guaranty Fees to
            be paid to [**]; plus

     (4)    a partial reimbursement for [**] costs incurred and paid by Program
            Lender with respect to [**], such reimbursement to equal [**].