AMENDMENT NO. 7
NON-COMPETITION AGREEMENT
AMENDMENT NO.
7, dated as of June 22, 2006, 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 and Amendment No. 6 dated as of June 22,
2005, and Citigroup Inc. was substituted as a party in lieu of
Citicorp (the
