AMENDMENT NO. 8 NON-COMPETITION AGREEMENT
Exhibit 10.2.9
AMENDMENT
XX. 0
XXX-XXXXXXXXXXX
XXXXXXXXX
XXXXXXXXX
XX. 0, dated as of June 22,
2007, 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, Amendment No.
6
dated as of June 22, 2005, and Amendment No. 7 dated as of June 22, 2006, 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. 8, all defined terms used therein 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, 2007) shall be extended for an additional twelve (12) months to June
22, 2008.
SECTION
3. This Amendment No. 8 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. 8, 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 and
President
CITIBANK,
N.A.
By:
/s/
Xxxx
Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Title:
Vice
President
CITIGROUP
INC.
By:
/s/
Xxxxxx X.
Xxxxxxxx
Name:
Xxxxxx X.
Xxxxxxxx
Title:
Co-Chairman, CEO Global Consumer Group