AMENDMENT N0. 10
NON-COMPETITION
AGREEMENT
AMENDMENT NO.
10, dated as of August 8, 2008, among The STUDENT LOAN CORPORATION,
a Delaware corporation (“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, Amendment No. 7 dated as of June 22, 2006, Amendment No. 8
dated as of June 22, 2007 and Amendment No. 9 dated as of August 8,
2008, 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
WHEREAS, the
parties wish to further amend the Agreement.
NOW, THEREFORE,
for and in consideration of the premises and of other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company, Citibank and Citigroup hereby
consent and agree as follows:
SECTION 1.
Unless otherwise defined in this Amendment No. 10, 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 August 8, 2008) shall be
extended for an additional twelve (12) months to August 8,
2009.
SECTION 3.
Section 2(b) of the Agreement shall be amended and restated in its
entirety as follows:
Notwithstanding
anything to the contrary in paragraph (a) of this Section 2, any
Affiliate may acquire any entities or business (a "Parent acquired
business") that makes Guaranteed Student Loans (a "competing
business"); provided, that if the consolidated net revenues of the
Parent acquired business derived from competing business exceeds 5%
of the consolidated net revenues of the Parent acquired business
(in each case, for the most recently completed fiscal year), then
the Affiliate shall (i) ceas
