Exhibit 10.2.7
AMENDMENT NO. 6
NON-COMPETITION AGREEMENT
AMENDMENT NO. 6, dated as of June
22, 2005, 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, and Amendment No. 5
dated as of June 22, 2004, and Citigroup Inc. was substituted as a
party in lieu of Citicorp (the Non-Competition
