AMENDMENT NO. 7 NON-COMPETITION AGREEMENT
AMENDMENT
NO. 7
AMENDMENT
NO. 7, dated as of June 22, 2006, among THE STUDENT LOAN CORPORATION, a Delaware
corporation (the “Company”), CITIBANK, N.A., a national banking association
(“Citibank”), CITIGROUP INC., a Delaware corporation and the ultimate parent of
Citibank (“Citigroup” and, together with Citibank, the “Parents”).
WHEREAS,
the Company, Citibank (successor by merger to Citibank (New York State)), and
Citicorp, a Delaware corporation, have heretofore entered into a Non-Competition
Agreement, dated as of December 22, 1992, the term of which was extended
pursuant to a letter agreement dated November 1, 1999, the term of which was
further extended pursuant to Amendment No. 1 dated as of June 22, 2000,
Amendment No. 2 dated as of June 22, 2001, Amendment No. 3 dated as of May
5,
2002, Amendment No. 4 dated as of June 22, 2003, Amendment No. 5 dated as of
June 22, 2004 and Amendment No. 6 dated as of June 22, 2005, and Citigroup
Inc.
was substituted as a party in lieu of Citicorp (the Non-Competition Agreement,
as so extended and amended, being referred to herein as the “Agreement”);
and
SECTION
1. Unless otherwise defined in this Amendment No. 7, all defined terms used
in
this Amendment No. 6 shall have the meanings ascribed to such terms in the
Agreement.
SECTION
2. The term of the Agreement (originally scheduled to expire on December 22,
1999, and previously extended to June 22, 2006) shall be extended for an
additional twelve (12) months to June 22, 2007.
SECTION
3. This Amendment No. 7 may be executed in two or more counterparts, each of
which shall be an original, but all of which together shall constitute one
and
the same instrument.
SECTION
4. From and after the date of this Amendment No. 7, all references in the
Agreement to this “Agreement” shall refer to the Agreement as amended
hereby.
THE
STUDENT LOAN CORPORATION
By
/s/
Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx X. Xxxxxxx
Title:
Chief Executive Officer
CITIBANK,
N.A.
By
/s/
Xxxx X. Burner
Name:
Xxxx X. Burner
Title: Chief
Financial Officer
CITIGROUP
INC.
By
/s/
Xxxxxx X. Xxxxxxxx
Name:
Xxxxxx X. Xxxxxxxx
Title:
Co-Chairman, CEO Global Consumer Group