exhibit106_1.htm


    AMENDMENT
NO. 1 TO AMENDED AND RESTATED

    AGREEMENT
FOR EDUCATION LOAN SERVICING

    


    This Amendment No. 1 to Amended and
Restated Agreement for Education Loan Servicing dated as of January 1, 2009
among Citibank (South Dakota), N.A., a national banking association (the
“Service Provider”), and The Student Loan Corporation, a Delaware corporation
(“Customer”) and Citibank, N.A., as trustee for The Student Loan Corporation, a
national banking association (“Citibank”).

    


    BACKGROUND:

    


    WHEREAS,
the Service Provider, Customer and Citibank entered into an Amended and Restated
Agreement for Education Loan Servicing dated as of January 1, 2008 (the
“Agreement”); and

    


    WHEREAS,
Service Provider, Customer and Citibank desire to amend the Agreement as
provided herein; and

    


    WHEREAS,
all terms used herein and not otherwise defined shall have the meaning set forth
in the Agreement.

    


    NOW
THEREFORE, in consideration of the premises, mutual covenants and agreements
contained herein and in the Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

    


    AGREEMENTS:

    


    1. Section
12 of the Agreement shall be deleted in its entirety and replaced with the
following:

    


    “Section
12.  Notices.

    
      	
               
      

            	
              All
      notices and other communications under this Agreement, (including any
      invoices) shall be sent prepaid to the appropriate party at the following
      address via overnight delivery service, inter-office courier, United
      States Postal Service, or by facsimile or other electronic mail if the
      party includes its facsimile or electronic mail address
    below:

            


    

    


    SERVICE
PROVIDER:

    Citibank,
(South Dakota), N.A.

    701 E.
60th
Street North

    Sioux
Falls SD  57104

    


    Fax
Number:  605-330-6701

    Attention:   President

    


    CITIBANK:

    Citibank,
N.A., as eligible lender

    trustee
for The Student Loan Corporation

    c/o The
Student Loan Corporation 

    99
Garnsey Road

    Pittsford,
New York 14534

    


    Fax
Number:  585-248-7515

    Attention:   Christeen
Rahmlow

     

    With a
copy to: 

    The
Student Loan Corporation

    750 Washington
Blvd., 9th Floor

    Stamford,
CT 06901 

     

    Fax:
203-975-6724

    Attention: 
President and Chief Executive Officer

     

    CUSTOMER:

    The
Student Loan Corporation

    99
Garnsey Road

    Pittsford,
NY 14534

    


    Fax
Number:  585-248-7515

    Attention:   Christeen
Rahmlow

     

    With a
copy to: 

    The
Student Loan Corporation

    750 Washington
Blvd., 9th Floor

    Stamford,
CT 06901 

     

    Fax:
203-975-6724

    Attention: 
President and Chief Executive Officer

    


    


    2. Exhibit A
to the Agreement shall be deleted in its entirety and replaced with the attached
Exhibit A.

    


    3. Exhibit C
to the Agreement shall be deleted in its entirety and replaced with the attached
Exhibit C.

    
 

    4. Except as
otherwise modified herein, all terms and conditions of the Agreement shall
remain in full force and effect.

    



    
      
        
          


           

        

         


      

      
         


        
        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have entered into this Amendment No. 1 as of
the date first set forth above.

    


    CITIBANK
(SOUTH DAKOTA), N.A.

    


    
      
        
          
            
              
                
                  
                    	 
	
                            By: 
      /s/Kendall E. Stork

                          
	
                            Name:
      Kendall E. Stork

                          
	
                            Title: 
      President 

                          


                  

                

              

            

          

        

      



    


    THE
STUDENT LOAN CORPORATION

     

    
      
        	
              
	
                By: 
      /s/Michael J. Reardon

              
	
                Name:
      Michael J. Reardon

              
	
                Title: 
      Chief Executive Officer

              


      



    


    CITIBANK,
N.A., AS TRUSTEE FOR

    THE
STUDENT LOAN CORPORATION

     

    
      
        	
              
	
                By: 
      /s/Valerie Delgado

              
	
                Name:
      Valerie Delgado

              
	
                Title: 
      Vice President 

              


      

    


    
      
        
          


           

        

         


      

      
         


        
        

      

      
         


      

    


    


    EXHIBIT
A

    SERVICES
TO BE PROVIDED

    


    SCHEDULE
1

    SERVICES
TO BE PROVIDED

    


    


    ORIGINATIONS
AND CASH DISBURSEMENTS

    Management
of all student loan origination processes.  These processes include,
but are not limited to:  1) the receipt and processing of written,
faxed and electronically submitted applications, 2) communication of the
approval or denial of the loan application(s), 3) underwriting of credit based
loans, 4) exception processing of incomplete applications (arising from missing
information or documents) and other problem resolution, 5) management and
control of the various transmissions of information and loan proceeds
disbursement, 6)  guarantor reporting, and 7) loan refund and
cancellation processes.   It is understood that the student loan
origination processes include current and future multiple channels and multiple
products as well as all processes involved in the processing of these
products.  Project support in the form of testing, business analysis
and project management will be provided as required by the
Customer.

    


    


    CUSTOMER
SERVICE

    All
traditional student loan servicing after loan origination, originating support /
fulfillment, and retention processes.  Service Provider to provide the
management and handling of incoming telephone calls, correspondence (written and
electronic) for all products, current and future, and accompanying paper defined
as requests for service (whether from students, parents, schools, guarantor
agencies, the federal Department of Education, or others in the ordinary course
of the student lending business) including, for example and without limitation,
deferments, change of addresses, notices of graduation date changes, NIVR
management, credit bureau reporting, and servicing calls for all channels and
loan products offered including new channels and products mandated by law or
regulation or developed by Customer.  From time to time, the
Servicer’s phone unit may be utilized for marketing campaigns.  These
campaigns will be mutually agreed to at the time of inception and charged back
with the same methodology as any other service.  An appropriate
secured storage location will be provided for the storing and oversight of paper
documents related to student loans (e.g., Promissory Note
vault).  Provide workforce management support for volume forecasting,
capacity planning, staffing planning and ongoing monitoring of performance
levels.  Project support in the form of testing, business analysis and
project management will be provided as required by the Customer.

    


    


    



    
      
        
          


           

        

         


      

      
         


        
        

      

      
         


      

    


    EXHIBIT
A

    


    SERVICES
TO BE PROVIDED

    


    


    


    DEFAULT
MANAGEMENT

    All the
servicing related to the handling and management of delinquent accounts together
with compliance with all the due diligence in collection requirements for the
FFEL and private loan products. In addition to collection management, Service
Provider will provide management and handling of recoveries, litigation
coordination, pre-repayment calling, and the handling, and filing of all default
claims to FFEL guarantor agencies or private insurers   The level
of servicing provided shall be no less than that required by applicable law,
regulation, or insurance agreement, but emphasis shall be placed upon managing
the portfolio such that underlying causes of delinquency are minimized to the
extent possible.  Strategies to achieve maximum performance of the
portfolio must be mutually agreed upon by the Service Provider and
Customer.  Project support in the form of testing, business analysis
and project management will be provided as required by the
Customer.

    


    PRIORITY
SERVICES

    All of
the servicing related to the handling and management of Financial Aid
Administrator (FAA) and Sales Account Manager operational
processes.  These processes include, but may not be limited
to:  1) Inbound FAA phone calls to be supported by Customer Service,
and 2) FAA or Sales Account Manager email and correspondence.  Other
special processes related to FAA servicing may be added, provided Customer and
Service Provider concur. Project support in the form of testing, business
analysis and project management will be provided as required by the
Customer.

    


    


    HUMAN
RESOURCES

    Provide
human resource generalist and employee relations support.


    
      
        
          


           

        

         


      

      
         


        
        

      

      
         


      

    


    EXHIBIT
A

    


    SERVICES
TO BE PROVIDED

    


    SCHEDULE
2

    SERVICES
TO CUSTOMER FOR OUTSOURCED THIRD PARTY VENDORS

    


    Service
Provider may provide services to Customer with respect to processes that
Customer outsources to third party vendors.  Processes shall include
but are not limited to:

    


    
      	
              1.  

            	
              Default
      management:  Pre-repay, pre-delinquency, and early low-risk
      delinquency  calls to FFELP and CitiAssist borrowers and
      co-signers

            


    

    
      	
              2.  

            	
              Customer
      Service:  Email management, Credit Disputes, Address Changes,
      Indexing, CAM and Phone Referrals, Enrollment and Non-Enrollment deferment
      and forbearance processing, and Inbound servicing and origination phone
      calls

            


    

    
      	
              3.  

            	
              Origination
      data entry and application
processing.

            


    

    


    Other
processes may be added to this list, provided both parties concur on process and
selection of third party vendor.  Priority Services processing not to
be considered for movement to any outsourced third party vendor.

    


    Services
shall include:

    1.  Monitoring
and evaluation for quality standards

    2.  MIS
collection and distribution

    3.  Periodic
process improvement reviews

    4.  Risk
Control Self Assessment

    


    Evaluation/management
tools required by Service Provider shall be provided by Customer at its
cost.  Service Provider will evaluate the services being provided by
third-party vendors to Customer against established
standards.  Reports of these evaluations will be sent to Customer on a
periodic basis.  Major issues will be sent to Customer as soon as they
are identified.

    



    
      
        
           

        

         


      

      
         


        
        

      

      
         


      

    


    EXHIBIT
C

    


    SERVICE
QUALITY AND TIMELINESS STANDARDS REQUIRED OF SERVICE PROVIDER

    


    
      	
              PROCESS

            	
              STANDARD

            	
              %
      IN STD

            	
              QUALITY
      FACTOR

            
	
              ORIGINATION

            
	
              Origination
      Document on system (Data Entry)

            	
              2
      business days

            	
              95%

            	
              97%

            
	
              Non
      Origination Documents on the System (Data Entry)

            	
              Indexing
      8 business days

              References
      8 business days

            	
              95%

            	
              97%

            
	
              CitiAssist
      Applications

            	
              5
      days

            	
              95%

            	
              97%

            
	
              FFELP
      (Stafford and Plus)

            	
              10
      days

            	
              100%

            	
              97%

            
	
              FFELP
      Plus Pre Screen

            	
              1
      hour

            	
              95%

            	
              97%

            
	
              Document
      Control

            	
              Quality
      Only - Timeliness included in DE Standard

            	
              N/A

            	
              97%

            
	
              Problem
      Applications

            	
              5
      business days

            	
              95%

            	
              97%

            
	
              Loan
      Consolidation – Outgoing Lender Verification Certificates
      (LVCs)

            	
              10
      business days

            	
              100%

            	
              97%

            
	
              Underwriting
      Credit Review – Manual

            	
              3
      business days

            	
              95%

            	
              97%

            
	
              Underwriting
      Correspondence Inquiries

            	
              5
      business days

            	
              95%

            	
              97%

            
	
              Underwriting
      Verifications

            	
              3
      business days

            	
              95%

            	
              97%

            
	
              Loan
      Consolidation – CLASS Application Review

            	
              5
      business  days

            	
              95%

            	
              97%

            
	
              Investigations

            	
              10
      days

            	
              90%

            	
              97%

            
	
              Cash
      Disbursement - Check and Mastercheck Disbursements sent (includes
      reconcilements)

            	
              End
      of next business day

            	
              98%

            	
              N/A

            
	
              EFT
      Disbursements

            	
              End
      of next business day

            	
              98%

            	
              N/A

            
	
              Cancellations
      / Refunds

            	
              1
      business day

            	
              99%

            	
              98%

            
	
              CUSTOMER
      SERVICE PHONES

            
	
              Customer
      Service Service Level

            	
              Answered
      in 25 seconds

            	
              75%

            	
              96%

            
	
              Abandoned
      Calls

            	
              2%

            	
              N/A

            	
              N/A

            
	
              Average
      Seconds to Answer (ASA)

            	
              25
      seconds

            	
              N/A

            	
              N/A

            


    


    
      
        
           

        

         


      

      
         


        
        

      

      
         


      

    


    EXHIBIT
C

    


    SERVICE
QUALITY STANDARDS REQUIRED OF SERVICE PROVIDER

    


    
      	
              PROCESS

            	
              STANDARD

            	
              %
      IN STD

            	
              ACCURACY
      STANDARD

            
	
              CUSTOMER
      SERVICE PAPER

            
	
              Service
      Inquiries (Correspondence and Address Changes)

            	
              7
      days

            	
              95%

            	
              97%

            
	
              Internet
      Correspondence Response – Front End

            	
              2
      days

            	
              95%

            	
              97%

            
	
              Internet
      Correspondence Response – Back End

            	
              5
      days

            	
              95%

            	
              97%

            
	
              Investigations
      (Levels I, II, III, V, and VI)

            	
              10
      days

            	
              90%

            	
              97%

            
	
              SSCRs
      processed – Manual

            	
              25
      days

            	
              95%

            	
              97%

            
	
              Grad
      Date Rejects – Borrower initiated

            	
              7
      days

            	
              95%

            	
              97%

            
	
              Grad
      Date Rejects – Non Borrower initiated

            	
              25
      days

            	
              95%

            	
              97%

            
	
              Manifest
      Rejects

            	
              25
      days

            	
              95%

            	
              97%

            
	
              Credit
      Disputes / Appeals

            	
              7
      days

            	
              95%

            	
              97%

            
	
              Deferment
      Processing

            	
              8
      days

            	
              95%

            	
              97%

               

            
	
              Pre-claim
      Rejects

            	
              30
      days

            	
              98%

            	
              97%

            
	
              Delinquent
      Claim Review

            	
              330
      days

            	
              98%

            	
              97%

            
	
              Death
      and Disability Claims

            	
              45
      days

            	
              98%

            	
              97%

            
	 
      	 
      	 
      	 
      
	
              Claims
      Payments

            	
              15
      days

            	
               95%

            	
              97%

            
	
              Bankruptcy
      Claims

            	
              30
      days

            	
               100%

            	
              97%

            
	 
      	 
      	 
      	 
      
	
              Return
      Claims- Non Bankruptcy

            	
              30
      days

            	
              95%

            	
              97%

            
	
              Return
      Claims – Bankruptcy

            	
              30
      days

            	
              100%

            	
              97%

            
	
              Proof
      of Claim – BK Claims

            	
              30
      days

            	
              100%

            	
              97%

            
	
              Supplemental
      Claims

            	
              60
      days

            	
               95%

            	
              97%

            
	
              Private
      Loan Delinquent Claim Review

            	
              180
      days

            	
              98%

            	
              97%

            
	
              RISK

            
	
              Outbound
      Collection Calls

            	
              Minimum
      of 1 call per bucket if contact, 2 calls per bucket if no
      contact.

            	
              100%

            	
              97%

            
	
              Inbound
      Collection Calls – Service Level

            	
              Answered
      in 20 seconds

            	
              80%

            	
              97%

            
	
              Average
      Seconds to Answer (ASA)

            	
              20
      seconds

            	
              N/A

            	
              N/A

            
	
              Skip
      Trace

            	
              10
      days from notification

            	
              100%

            	
              97%

            
	
              Recovery
      Cure Process

            	
              150
      days

            	
              100%

            	
              97%

            
	
              PRIORITY
      SERVICES

            
	
              PS
      – Service Level

            	
              Answered
      in 25 seconds

            	
              75%

            	
              97%

            
	
              Average
      Seconds to Answer (ASA)

            	
              25
      seconds

            	
              N/A

            	
              N/A

            
	
              Abandoned
      Calls

            	
              2%

            	
              N/A

            	
              N/A

            
	
              Email

            	
              1
      business day

            	
              95%

            	
              97%

            
	
              Correspondence

            	
              5
      days

            	
              95%

            	
              97%

            
	
              Investigations

            	
              10
      days

            	
              95%

            	
              97%

            


    

    


    All days
in calendar days unless otherwise noted.