EX-10.1



 Exhibit 10.1 

The Prudential Tower 
 Prudential
Center 
 Boston, Massachusetts 02199 

(the “Building”) 

FOURTH AMENDMENT 
 Execution
Date: March 28, 2014 
  

					
		 	 Landlord:
	  	BP Prucenter Acquisition LLC
			
		 	 Tenant:
	  	The First Marblehead Corporation, a Delaware corporation
			
		 	 Existing Premises:
	  	 Original Premises:
 The entirety of
the thirty-fourth (34th) floor of the Building, containing 26,296 rentable square feet, in accordance with the floor plan annexed to the Lease (as defined below) as Exhibit D.

			
		 		  	 First Amendment Premises:
 The
entirety of the twenty-ninth (29th) floor of the Building, containing 25,676 rentable square feet, in accordance with the floor plan annexed to the First Amendment (as defined below) as Exhibit
A.

			
		 		  	 Third Amendment Premises
 An area on
the lower level of the Building, containing 4,986 rentable square feet, in accordance with the floor plan annexed to the Third Amendment (as defined below) as Exhibit A.

			
		 	 Relinquished Premises:
	  	The entire First Amendment Premises and Third Amendment Premises containing 25,676 rentable square feet and 4,986 rentable square feet, respectively.


  
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		 	 Remaining Premises:
	  	The Original Premises containing 26,296 rentable square feet shown on Exhibit A, attached hereto and incorporated by reference herein.
	 Original Lease Data:
	 		  	
			
		 	 Date of Lease:
	  	September 5, 2003
			
		 	 Termination Date:
	  	March 31, 2014
			
		 	 Previous Lease Amendments:
	  	 First Amendment dated October 4, 2004 (the “First Amendment”)

 
 Second Amendment dated September 14, 2004 (the “Second Amendment”)

 
 Third Amendment dated December 1, 2005 (the “Third Amendment”)


 WHEREAS, Landlord and Tenant have agreed to reduce the size of the Existing Premises by subtracting therefrom
the Relinquished Premises so that the remaining space demised to Tenant under the Lease shall be the Remaining Premises. 
 WHEREAS,
Landlord and Tenant have agreed to extend the Term of the Lease for one (1) period of one (1) year upon all of the same terms and conditions set forth in the Lease as modified by this Fourth Amendment to Lease (the “Fourth
Amendment”). 
 NOW THEREFORE, the above-described lease, as previously amended (the “Lease”), is hereby further amended as
follows: 
 1. The Term of the Lease, which but for this Fourth Amendment is scheduled to expire on March 31, 2014, is hereby extended
for one (1) period of one (1) year commencing on April 1, 2014 and expiring on March 31, 2015 (the “First Extended Term”), unless sooner terminated in accordance with the provisions of the Lease, upon all the same terms
and conditions contained in the Lease as herein amended. 
 2. As of March 31, 2014 (the “Reduction Date”), the Relinquished
Premises shall be deleted from the space demised from Landlord to Tenant under the Lease, so that the remaining space demised under the Lease shall consist of the Remaining Premises and the term “Premises” as used in the Lease shall
thereafter be deemed to refer to the Remaining Premises only. On or prior to the Reduction Date, Tenant shall quit and vacate the Relinquished Premises in accordance with the terms of the Lease and surrender same in the condition required by the
Lease. 
 3. (A) For the portion of the Lease Term prior to the Reduction Date, Tenant shall continue to pay Annual Fixed Rent as
provided in the Lease. 

  
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 (B) For the period from April 1, 2014 through the expiration of the First Extended Term,
Annual Fixed Rent shall be payable by Tenant for the Remaining Premises at the annual rate of $999,248.00 (being the product of (i) $38.00 and (ii) the Rentable Floor Area of the Remaining Premises (being 26,296 square feet) payable in
monthly installments of $83,270.67 each. 
 4. For the purposes of computing Tenant’s payments for the “Tax Excess” (as
defined in Section 6.2 of the Lease), the “Operating Cost Excess” (as defined in Section 7.5 of the Lease) and Tenant’s payments for electricity (as determined pursuant to Section 5.2 of the Lease) and any other
calculations that are based on the “Rentable Floor Area of the Premises”), for the portion of the Lease Term on and after the Reduction Date, the “Rentable Floor Area of the Premises” shall be reduced by the Rentable Floor Area
of the Relinquished Premises (being 30,662 square feet) to become the Rentable Floor Area of the Remaining Premises (being 26,296 square feet). For the portion of the Lease Term prior to the Reduction Date, the “Rentable Floor Area of the
Premises” shall continue to be as set forth in the Lease. 
 5. As of the Reduction Date, the number of parking privileges available to
Tenant pursuant to Section 10.1 of the Lease, as amended, is hereby reduced to eighteen (18) spaces, sixteen (16) of which shall be in unreserved stalls and two (2) of which shall be in reserved parking stalls. Landlord shall
continue to have the right to relocate the reserved stalls to another location in the Garage as set forth in Section 10.1 of the Lease. 

6. A. Tenant warrants and represents that Tenant has not dealt with any broker in connection with the consummation of this Fourth
Amendment, and in the event any claim is made against the Landlord relative to Tenant’s dealings with brokers, Tenant shall defend the claim against Landlord with counsel of Tenant’s selection, subject to Landlord’s reasonable
approval, and save harmless and indemnify Landlord on account of loss, cost or damage which may arise by reason of such claim. 
 B.
Landlord warrants and represents that Landlord has not dealt with any broker in connection with the consummation of this Fourth Amendment, and in the event any claim is made against the Tenant relative to Landlord’s dealings with brokers,
Landlord shall defend the claim against Tenant with counsel of Landlord’s selection, subject to Tenant’s reasonable approval, and save harmless and indemnify Tenant on account of loss, cost or damage which may arise by reason of such
claim. 
 7. In the event that any of the provisions of the Lease are inconsistent with this Fourth Amendment or the state of facts
contemplated hereby, the provisions of this Fourth Amendment shall control. 
 8. (A) Sections 2.3, 3.2, 4.4, 16.29 and 16.31 (as
amended by Section 9 of the First Amendment) are hereby deleted and Tenant shall have no further rights thereunder. In addition, Sections 2(C) – (F), 3, 4 and 12 of the First Amendment are hereby deleted and Tenant shall have no further
rights thereunder. 

  
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 (B) Effective as of the Reduction Date, Tenant shall no longer have the right to utilize the
“Generators” or have access to the “Generator Room” or the “Fuel Storage Room” (as such terms are defined in Section 3 of the Third Amendment). Accordingly, Section 3 of the Third Amendment is deleted in its
entirety and of no further force and effect as of the Reduction Date. 
 9. As of the date hereof, Landlord is holding a cash security
deposit in the amount of $400,000.00 (the “Existing Security Deposit”) in accordance with the terms of Section 16.26 of the Lease, as amended. Landlord and Tenant agree that Landlord shall continue to hold the full amount of the
Existing Security Deposit (Tenant not being entitled to any reduction of the Existing Security Deposit) throughout the term of the Lease, as the same is herein extended and as may be further extended. 

10. As hereby amended, the Lease is ratified, confirmed and approved in all respects. 

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 EXECUTED as of the date first above-written. 

 

													
	LANDLORD:	 		 	TENANT:
			
	BP PRUCENTER ACQUISITION LLC	 		 	THE FIRST MARBLEHEAD CORPORATION
					
	By:	 	Boston Properties Limited Partnership,	 		 	By:	 	/s/ Kenneth Klipper
		 	a Delaware limited partnership,	 		 	Name:	 	Kenneth Klipper
		 	its manager	 		 	Title:	 	CFO
						
		 	By:	 	Boston Properties, Inc.,	 		 		 	
		 		 	a Delaware corporation	 		 		 	
		 		 	its general partner	 		 		 	
							
		 		 	By:	 	 /s/ David C. Provost
	 		 		 	
		 		 	Name:	 	David C. Provost	 		 		 	
		 		 	Title:	 	SVP	 		 		 	

  

							
	Date Signed:	  	April 1, 2014	  	Date Signed:	  	March 28, 2014


  
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 EXHIBIT A 

REMAINING PREMISES