Exhibit 10.10
Page 1
OMNIBUS CREDIT AGREEMENT
Dated as of November 30, 2000
Part I.
This Omnibus Credit Agreement dated as of November 30, 2000 between Citibank
(New York State), a banking corporation organized under the laws of the State of
New York ("CNYS")and its successors and assigns (the "Lender"), and The Student
Loan Corporation, a corporation organized under the laws of the State of
Delaware ("STU") (the "Borrower"). Certain terms used within this agreement
shall have such meaning as defined in Section 3.
1. This Omnibus Credit Agreement is intended to represent the rights,
obligations and duties of the respective parties and to provide various credit
facilities including Tranche A (A Line of Credit Facility), Tranche B (A Term
Note Credit Facility), Tranche C (A Multiple Long Term Facility), and Tranche D
(A Fixed Rate Term Note Credit Facility). CNYS shall make available to STU
credit as hereinafter described in an aggregate amount of $20.0 Billion.
This Omnibus Credit Agreement does not supersede that certain agreement dated as
of November 4, 1999, as amended (the "November 4, 1999 Agreement") between CNYS
and STU which also provides certain credit facilities. Advances under the
November 4, 1999 Agreement may continue to remain outstanding subject to the
terms and maturities of that agreement and the respective promissory notes or
may be refinanced without prepayment penalty by an advance under this Omnibus
Credit Agreement, provided however, that the aggregate credit facilities
provided by the November 4, 1999 Agreement and this Omnibus Credit Agreement
shall not exceed the maximum amount of $20.0 Billion.
2. General Provisions.
------------------
Interest on all advances made under this Omnibus Credit Agreement shall be
calculated on the basis of the actual number of days outstanding and upon a year
of 360 days. All interest rates shall be rounded to five(5) decimal places (i.e.
the nearest hundred thousandth of one percent).
3. Definitions.
-----------
For purposes of definitions 3a and 3b below, references to pages in H.15 (519)
or the Telerate Screen shall be deemed to refer to any other page that may
replace the specified page for purposes of displaying the rate referred to, and
references to H.15 (519) shall be deemed to refer to any successor or
replacement publication.
Page 2
a) "LIBOR" means with respect to any renewal, maturity date, repricing date or
value date (each a determination date) the arithmetic mean of the offered
rates for deposits of not less than US $1 Million for a term corresponding
to the respective repricing term for any advance as displayed at Telerate
page 3750 as of two (2) London Banking Days prior to any determination date
for any advance issued pursuant to this Agreement expressed as an
annualized rate of interest. If for any reason the LIBOR rate is not
available at such time, the rate shall be the corresponding LIBOR rate most
recently available prior to the determination date.
b) "Overnight Federal Funds Rate" means, with respect to any determination
date, the rate for Overnight Federal Funds as published on Telerate page
118 under the heading "Federal Funds (Effective)" expressed as an
annualized rate of interest. In the event that such rate is not so
published by 9:00 A.M., New York City time, on the determination date, the
Overnight Federal Funds Rate shall be the most recently available rate
prior to the determination date.
d. Involuntary Repayment Event means the earlier of the following events or
times:
1. The first day on which less than 50% of the voting equity interest of
STU are owned or controlled by CNYS or any subsidiary of Citicorp.
2. The day on which the primary banking regulator of CNYS determines, due
to a change in law, regulation or policy that the advances made under
the Agreement exceed the legal lending limit of CNYS or are otherwise
prohibited or subject to reduction by law, provided that repayment
shall be required only to the extent necessary such that the lending
limit or other legal requirement shall be no longer exceeded.
3. The first day after default in the payment of any principal or
interest upon any advance when same becomes due and payable.
4. The first day after default in the performance, or breach, of any
covenant, representation, or warranty of the Borrower in this
Agreement or any Note issued pursuant to this Agreement, and
continuance of such default or breach for a period of thirty (30) days
after that has been given a written notice specifying such default or
breach and requiring it to be remedied.
Page 3
5. The first day after the appointment under applicable Federal or state law
of a receiver, liquidator, assignee, trustee, conservator, sequestrator Or
other similar official) of the Borrower or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period
of thirty (30) consecutive days.
6. December 31, 2004
Except to the extent limited by 3 d.2. above, all outstanding advances made
available under this Omnibus Credit Agreement, together with interest thereon,
shall become due and payable upon any Involuntary Repayment Event. A prepayment
occasioned by an Involuntary Repayment Event shall not be subject to any
prepayment premium provided for in this Omnibus Credit Agreement. CNYS shall
give STU written notice and demand upon the occurrence of any Involuntary
Repayment Event other than 3 d.6.
4. CNYS may assign some or all of its rights or obligations hereunder to any
other affiliate of Citigroup, Inc., or may sell participation and other
interests therein to any other entity, whether or not affiliated with Citigroup;
provided that CNYS shall remain solely responsible to STU for the performance of
its obligations hereunder. STU may not assign any of its rights or obligations
hereunder without the express written consent of CNYS.
5. Advances under this Omnibus Credit Agreement shall be used solely by STU to
fund the business of STU, which shall be primarily to engage in student
education lending and related businesses.
6. This Omnibus Credit Agreement shall be governed by the laws of the State of
New York.
7. All notices to CNYS shall be addressed to Citibank (New York State), its
successor or assigns, 00 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000, Attention:
Treasurer. All notices to STU shall be addressed to The Student Loan
Corporation, 000 Xxxxxxxxxx Xxxx., 0xx Xxxxx, Xxxxxxxx, XX 00000, Attention:
Director of Treasury.
Page 4
Part II.
TRANCHE A
(A Line of Credit Facility)
8. CNYS agrees to lend to STU from time to time and for a term which shall not
exceed one year an amount up to a maximum of U.S. $500 million. The amounts made
available under this Line of Credit Facility may be advanced, repaid and
readvanced subject to the terms herein. Availability of advances under this Line
of Credit Facility shall be unconditional for a period of one year from the date
of this Omnibus Credit Agreement, subject to Paragraphs 9 and 10 below. The
Facility may be renewed for one year periods beginning on each anniversary date
of this Omnibus Credit Agreement, provided however, that STU shall give CNYS
written notice of intent to renew no less than 1 day prior to the anniversary
date. In no event shall this Line of Credit Facility or CNYS's obligation to
advance funds under it extend beyond December 31, 2004. There shall be no
commitment fee for this Line of Credit Facility.
9. All advances under this Line of Credit Facility shall be represented by a
promissory note in the form of Exhibit A. Interest shall be due and payable each
business day and upon maturity. Interest shall be due at the Overnight Federal
Funds Rate.
10. CNYS reserves the right to terminate its obligation to make advances under
this Line of Credit Facility upon giving 60 days written notice to STU. Advances
outstanding under the Overnight Federal Funds Rate promissory note will be
immediately due upon effective date of such termination notice.
Part III
TRANCHE B
(A Multiple Term Note Credit Facility)
11. CNYS agrees to lend to STU from time to time amounts under this Multiple
Term Note Credit Facility up to the maximum amount of $20 Billion as set forth
in Paragraph 1 of this Agreement. Advances under this Multiple Term Note
Facility shall be repayable upon mutually agreed upon dates, but no later than
December 31, 2004 and shall be evidenced by one or more promissory notes
substantially in the form of Exhibit B.
Page 5
Interest shall be due and payable on the respective repricing date and the
maturity date (or the next business day if such date is not a business day)of
each such advance at a rate equal to the corresponding LIBOR plus a spread (if
any) as indicated in the note evidencing the transaction.
12. STU shall have no right to prepay advances under this Multiple Term Note
Facility.
Part IV.
Tranche C
(A Multiple Long Term Credit Facility)
13. CNYS agrees to lend to STU from time to time amounts under this Multiple
Term Note Credit Facility up to the maximum amount of $3 Billion. All advances
under this Multiple Long Term Credit Facility shall be evidenced by one or more
promissory notes substantially in the form of Exhibit C which shall have a
maturity date of no less than one year nor greater than December 31, 2004.
Interest shall be due and payable on the respective repricing date and the
maturity date (or the next business day if such date is not a business day)of
each such advance at a rate equal to the corresponding LIBOR plus a spread (if
any) as indicated in the note evidencing the transaction.
14. STU shall have no right to prepay advances under this Multiple Long Term
Credit Facility.
Part V.
Tranche D
(A Fixed Rate Credit Facility)
15. CNYS agrees to lend to STU from time to time amounts under this Fixed Rate
Credit Facility up to the maximum amount of $20 Billion as set forth in
Paragraph 1 of this Agreement. Advances under this Fixed Rate Credit Facility
shall be repayable upon mutually agreed upon dates, but no later than December
31, 2004 and shall be evidenced by one or more promissory notes substantially in
the form of Exhibit D. Interest shall be due and payable as indicated on the
promissory note and the maturity date (or the next business day if such date is
not a business day)of each such advance at a rate equal to the annualized
interest rate as indicated in the promissory note evidencing the transaction.
Page 6
16. STU shall have no right to prepay advances under this Fixed
Rate Credit Facility.
Citibank (New York State) The Student Loan Corporation
By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx
-------------------------- --------------------------
Title: Vice President and Title: Chief Executive Officer
Chief Financial Officer and President
----------------------- -----------------------
Dated: 11/30/2000 Dated: 11/30/2000
----------------------- -----------------------
Page 7
EXHIBIT A
PROMISSORY NOTE
(Line of Credit Facility)
(Overnight Federal Funds Rate Based)
FOR VALUE RECEIVED, the Student Loan Corporation (the "Borrower") promises to
pay Citibank (New York State) and its successors or assigns (the "Lender") the
principal amount of up to U.S. $500,000,000, or such lesser amount as may be
outstanding from time to time, (the "advance") on ___________________, 200__
(the initial maturity date) together with all accrued interest to date of
payment. The Borrower may extend the maturity of this Promissory Note for one
year from the date of maturity and any subsequent maturity date(s) upon notice
to Lender, but in no event shall its maturity extend beyond December 31, 2004.
The Borrower may repay the advance in part of in full without premium or
penalty, and may reborrow any or all of the maximum amount until maturity.
The borrower promises to pay interest on the amount of the advance at a rate
equal to the Overnight Federal Funds Rate. Interest shall accrue from the date
of the advance until such advance is paid in full. Interest shall be due and
payable on each business day and on the maturity date. In the event that such
interest payment date is not a business day, interest shall be paid on the next
following business day.
The Lender may demand payment in full of this promissory note at any time prior
to maturity by giving Borrower 60 days prior written notice of such demand for
payment.
This Promissory Note is issued pursuant to an Omnibus Credit Agreement dated as
of ___________________ between the Lender and Borrower (the "Loan Agreement")
and is entitled to the benefits of and is subject to the terms contained in the
Loan Agreement as the same may be amended and modified from time to time.
Overnight Federal Funds Rate shall have the meaning set forth in the Loan
Agreement. The provisions of the Loan Agreement are hereby incorporated in this
Promissory Note to the same extent as if set forth at length herein.
Page 8
IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be executed in
its behalf by its officer thereunto duly authorized as of the _____day of
_____________________, ______.
THE STUDENT LOAN CORPORATION
BY:_________________________
NAME:_______________________
TITLE:______________________
Page 9
EXHIBIT B
PROMISSORY NOTE
(Multiple Term Note Facility)
FOR VALUE RECEIVED, The Student Loan Corporation (the "Borrower") promises to
pay Citibank (New York State)and its successors or assigns (the "Lender") the
principal amount of U.S.$______________________________________ (the "advance")
on ____________________________________________ together with all accrued
interest to date of payment. Interest shall be due and payable on each repricing
date and on the maturity date. In the event that such interest payment date is
not a business day, interest shall be paid on the following business day.
The interest rate shall be established on this date (the Value date) and the
first day (each a repricing date) of each _____month period thereafter (each a
repricing term) until its maturity. Borrower promises to pay interest on the
principal amount of each advance from the date hereof on each reset date until
maturity at an interest rate per annum equal to the ______month LIBOR rate plus
_______________.
LIBOR shall have the meaning set forth in the Loan Agreement.
This Promissory Note is issued pursuant to an Omnibus Credit Agreement dated as
of ___________________________ between the Lender and Borrower (the "Loan
Agreement") and is entitled to the benefits of and is subject to the terms
contained in the Loan Agreement as the same may be amended and modified from
time to time. The provisions of the Loan Agreement are hereby incorporated in
this promissory note to the same extent as if set forth at length herein.
IN WITNESS WHEREOF, Borrower has caused this promissory note to be executed in
its behalf by its duly authorized officer as of the _____day of
_____________________, _____.
THE STUDENT LOAN CORPORATION
BY:_________________________
NAME:_______________________
TITLE:______________________
Page 10
EXHIBIT C
PROMISSORY NOTE
(Multiple Term Note Facility)
FOR VALUE RECEIVED, The Student Loan Corporation (the "Borrower") promises to
pay Citibank (New York State) and its successors or assigns (the "Lender") the
principal amount of U.S.$___________________________________ (the "advance") on
_________________________________________ but in no event later than December
31, 2004 together with all accrued interest to date of payment. Interest shall
be due and payable on each repricing date and on the maturity date. In the event
that such interest payment date is not a business day, interest shall be paid on
the following business day.
The interest rate shall be established on this date (the Value date) and the
first day (each a repricing date) of each _____month period thereafter (each a
repricing term) until its maturity. Borrower promises to pay interest on the
principal amount of each advance from the date hereof on each reset date until
maturity at an interest rate per annum equal to the ______month LIBOR rate.
LIBOR shall have the meaning set forth in the Loan Agreement.
This Promissory Note is issued pursuant to an Omnibus Credit Agreement dated as
of _________________between the Lender and Borrower (the "Loan Agreement") and
is entitled to the benefits of and is subject to the terms contained in the Loan
Agreement as the same may be amended and modified from time to time. The
provisions of the Loan Agreement are hereby incorporated in this promissory note
to the same extent as if set forth at length herein.
IN WITNESS WHEREOF, Borrower has caused this promissory note to be executed in
its behalf by its duly authorized officer as of the _____day of
_____________________, _____.
THE STUDENT LOAN CORPORATION
BY:_________________________
NAME:_______________________
TITLE:______________________
Page 11
EXHIBIT D
PROMISSORY NOTE
(A FIXED RATE CREDIT FACILITY)
FOR VALUE RECEIVED, The Student Loan Corporation (the "Borrower") promises to
pay to Citibank (New York State) and its successors or assigns (the "Lender")
the principal amount of US$____________________ (the "advance") on
______________________(the "maturity date") but in no event later than December
31, 2004 together with all accrued interest to the date of payment. Interest
shall be due and payable in full at maturity. In the event that such payment
date is not a business day, payment shall be made on the next following business
day.
The Borrower agrees to pay interest on the advance at a fixed rate equal to
_________% per annum. Interest shall be calculated on the basis of the actual
number of days outstanding and upon a year of 360 days. Interest shall accrue
from the date of the advance until such advance is paid in full.
The Borrower shall have no right to prepay the advance prior to maturity.
This Promissory Note is issued pursuant to an Omnibus Credit Agreement dated as
of __________________________ as amended, between the Lender and Borrower (the
"Loan Agreement") and is entitled to the benefits of and is subject to the terms
contained in the Loan Agreement as the same may be amended and modified from
time to time. The provisions of the Loan Agreement are hereby incorporated in
this Promissory Note to the same extent as if set forth at length herein.
IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be executed in
its behalf by its officer thereunto duly authorized as of the ______ day of
________________,_________.
THE STUDENT LOAN CORPORATION
BY: ____________________________
NAME: ____________________________
TITLE: ____________________________
