PURCHASE PRICE ADJUSTMENT AGREEMENTPurchase Price Adjustment Agreement • January 26th, 2011 • Discover Financial Services • Personal credit institutions • Delaware
PURCHASE PRICE ADJUSTMENT AGREEMENT (this “Agreement”), dated as of September 17, 2010, by and among Citibank, N.A., a national banking association (“CBNA”), The Student Loan Corporation, a Delaware corporation (the “Company”), and Discover Bank, a Delaware banking corporation (“Buyer” and, collectively with CBNA and the Company, the “Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2011 • Discover Financial Services • Personal credit institutions • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of September 17, 2010, by and between Citibank, N.A., a national banking association (“CBNA”), and Discover Bank, a Delaware banking corporation (“Buyer” and, together with CBNA, the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among DISCOVER BANK, ACADEMY ACQUISITION CORP. and THE STUDENT LOAN CORPORATION Dated as of September 17, 2010Agreement and Plan of Merger • January 26th, 2011 • Discover Financial Services • Personal credit institutions • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 17, 2010 (this “Agreement”), by and among Discover Bank, a Delaware banking corporation (“Buyer”), Academy Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Buyer (“Acquisition Sub”), and The Student Loan Corporation, a Delaware corporation (the “Company”).
Citigroup Inc.Discover Financial Services • January 26th, 2011 • Personal credit institutions
Reference is made to (a) the Purchase Price Adjustment Agreement, dated as of September 17, 2010 (the “Purchase Price Adjustment Agreement”), by and among Citibank, N.A., a national banking association (“CBNA”), The Student Loan Corporation, a Delaware corporation (the “Company”), and Discover Bank, a Delaware banking corporation (“Buyer” and, collectively with CBNA and the Company, the “Parties”) and (b) the Commutation Agreement and Release, effective as of December 30, 2010, by and between United Guaranty Commercial Insurance Company of North Carolina, a North Carolina insurer (“United Guaranty”) and the Company (the “Commutation Agreement”). Capitalized terms not otherwise defined herein shall have the same meanings assigned to them in the Purchase Price Adjustment Agreement unless otherwise noted.
FIRST AMENDMENT TO INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2011 • Discover Financial Services • Personal credit institutions • Delaware
This FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT (this “First Amendment”) between Citibank, N.A., a national banking association (“CBNA”), and Discover Bank, a Delaware banking corporation (the “Buyer,” and together with CBNA, the “Parties”), is made and entered into as of December 30, 2010.
