Exhibit 10.2.0
CIT002
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE SYMBOL "[****]" HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO
OMITTED.
6th Amendment Agreement
This Amendment Agreement is entered into as of April 3, 2003 among Citibank (New
York State), as trustee for The Student Loan Corporation ("Bank"), The Student
Loan Corporation ("SLC") and Collegiate Funding Services, LLC ("CFS").
WHEREAS, the Bank, SLC and CFS are parties to a certain Consolidation Loan
Responsibility Agreement dated as of November 15, 1999 (the "Agreement") which
provides for the marketing, servicing and funding of Consolidation Loans
pursuant to the provisions of the Federal Family Education Loan Program
("FFELP") through CFS' program generally known as the Real World Consolidation
Loan Program ("RWCLP"); and
WHEREAS, the Agreement was amended by an Amendment Agreement dated as of March
1, 2001 and executed March 7, 2001, by a 2nd Amendment Agreement dated as of
November 1, 2001 and executed November 19, 2 001, by a 3rd Amendment Agreement
dated as of May 7, 2002 and executed July 25, 2002; by a 4th Amendment dated as
of July 25, 2002; and by a 5th Amendment Agreement dated as of August 21, 2002
and executed as of November 12th, 2002; and
WHEREAS the parties desire to further amend the Agreement for the mutual benefit
of the parties to permit CFS to offer a supplemental program to solicit
borrowers who are considering consolidating their existing Citibank loan(s) with
another consolidation lender.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each party, the parties agree as
follows:
1. Program
The Citibank Special Project ("Program") is a test program for 30 calendar days
from start date (test phase), and involves CFS' promotion of Citibank
consolidations to customers who may have initially elected to consolidate
through another lender. The Citibank potential customer list will be provided to
CFS on a daily "Business" Day schedule, and during the test phase will not
exceed 15 names per Business Day. CFS will inform Citibank by the 5th Business
Day of the LVC status if the customer wishes to consolidate through Citibank;
"hold" the LVC if the customer has agreed to process a new consolidation loan
through Citibank. or "release" the LVC if the customer has declined or CFS has
not been able to contact customer. If the customer verbally confirms they wish
to process a new consolidation through Citibank, CFS will not complete the
consolidation process unless CFS has received the Customer Confirmation of
Cancellation Document referred to below from the customer.
2. Customer Confirmation of Cancellation Document
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The Customer Confirmation of Cancellation Document" is a borrower-signed
document that confirms the borrower's verbal request to consolidate through
Citibank and cancel their loan with the current consolidator. CPS will not
process any Program consolidation unless a completed and signed Customer
Confirmation of Cancellation Document is evident.
Any borrower-completed and signed hardcopy Customer Confirmation of Cancellation
Document will be forwarded to Citibank on a weekly basis.
See Attachment #1.
3. Test Phase
The Test Phase will consist of a 30 day period during which Citibank shall
provide leads (from the start date of the Project), together with a
five-business day "call period" following the 30th day. The first day on which
Citibank forwards a customer list to CFS will determine the start date of
Project.
4. Indemnity
Citibank represents and warrants that the Citibank Special Project complies with
all federal and state laws and regulations and agrees to indemnify and hold CFS
harmless for any and all liability that results, directly or indirectly, from
any breach by Citibank of (1) any representation and warranty made herein or (2)
any breach by Citibank of its obligations set forth herein with respect to the
performance of the Program, where such breach constitutes gross negligence, bad
faith or willful misconduct on the part of Citibank.
5. Fees
During the Test Phase, any successfully completed applications completed under
the Project definitions will be charged an application fee at Plan B prices
(i.e., the price charged under the Agreement for any successfully completed
applications where Citibank is the original lender). The application fee for
each loan is $[****] under Plan B. Under Plan B, Borrower shall receive an
interest rate reduction up to but not greater than 1% after making the first 36
monthly payments on-time. CFS shall not be paid the application fee unless the
Customer Confirmation of Cancellation Document has been signed and received by
CFS, all other appropriate documentation has been received by Citibank, and the
loans to be consolidated meet all of the eligibility requirements for
consolidation loans as more particularly described in the Agreement.
The above-referenced application fee shall be reduced by $25 under any program
where the borrower is eligible for a rate reduction of 0.25% for automatic
electronic payment and accepts the offer.
6. Amendment
Nothing contained in this 6th Amendment Agreement is intended, nor shall it,
release, remove, modify, alter or amend any obligation, duty, or responsibility
of any party as set forth in the Agreement, as modified by the previous five
amendments, except as specifically provided in this 6th Amendment Agreement.
This 6th Amendment Agreement maybe executed in counterparts,
3
each of which may be a fax copy of an original, but all of which, taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have set their hands this 10th day of April,
2002.
Collegiate Funding Services, LLC
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: EVP
Citibank (New York, State) as trustee for The Student Loan Corporation
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
The Student Loan Corporation
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Customer Confirmation of Cancellation Document
o You must withdraw your current consolidation application by contacting
the other consolidation company with whom the application is pending and
request that they immediately cancel that application.
o Once you have cancelled your current application, please sign this
Customer Confirmation of Cancellation Document confirming that you have
cancelled the application with the other consolidation company. Then
complete the enclosed application to obtain your NEW consolidation loan
with Citibank and send the application along with this Customer
Confirmation of Cancellation Document to CFS.
o Please sign and date this Document confirming that you have cancelled
your application with the other lender. We cannot process your new
consolidation loan application until you have verified to us that you
have withdrawn your application with the other consolidation lender and
signed and returned this document to us.
By signing below, I (1) certify that I have withdrawn any and all other
consolidation loan applications that I have submitted to other lenders, and
(2) authorize you to process my consolidation loan application.
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Signature of Borrower Date
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Print name
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Customer Social Security Number