-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AQTSrl8K/Htf9oKPBfewGb9IAzS6TIEjb4tA5V6F+dpCmnW2BQjv46Jk9hmeWnKA 07I17A9mKwsIMswRPzc7SQ== 0000914121-04-000477.txt : 20040329 0000914121-04-000477.hdr.sgml : 20040329 20040329132050 ACCESSION NUMBER: 0000914121-04-000477 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20040329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLC STUDENT LOAN ASSET BACKED NOTES SERIES 2002-1 CENTRAL INDEX KEY: 0001170071 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-75952-01 FILM NUMBER: 04695425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLC STUDENT LOAN ASSET BACKED NOTES SERIES 2002-2 CENTRAL INDEX KEY: 0001205734 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 043598719 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-75952-02 FILM NUMBER: 04695423 BUSINESS ADDRESS: STREET 1: 750 WASHINGTON BOULEVARD STREET 2: 9TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: SLC STUDENT LOAN RECEIVABLES I INC SLC STUDENT LOAN TRUST-I DATE OF NAME CHANGE: 20021113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLC STUDENT LOAN RECEIVABLES I INC CENTRAL INDEX KEY: 0001164019 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 043598719 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-75952 FILM NUMBER: 04695424 BUSINESS ADDRESS: STREET 1: 750 WASHINGTON BOULEVARD STREET 2: 9TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-975-6112 MAIL ADDRESS: STREET 1: 750 WASHINGTON BOULEVARD STREET 2: 9TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 10-K/A 1 sl678146-10ka.txt FORM 10-K/A AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ------- EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - ------- SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to _____________ Commission File No.: 333-75952 SLC Student Loan Receivables I, Inc. Delaware 04-3598719 (Depositor) SLC Student Loan Trust - I Delaware 04-6959982 (Issuer of Notes) - -------------------------------------------------------------------------------- (Exact Name of Co-Registrants as (State or Other (I.R.S. Employer Specified in their Charters) Jurisdiction of Identification Nos.) Incorporation or Organization) 750 Washington Boulevard Stamford, Connecticut 06901 - -------------------------------------------------------------------------------- Address of principal executive office (Zip Code) Registrant's Telephone Number, including area code (203) 975-6923 (203) 975-5018 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K X - ----- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X ----- ----- State the aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrants. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked price of such stock, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405). Not Applicable Documents Incorporated by Reference: None EXPLANATORY NOTE The purpose of this Amendment No. 1 to the Co-Registrants' Annual Report on Form 10-K for the year ended December 31, 2002 is to amend and restate the Form 10-K in its entirety, for the purpose of (a) amending the cover page to indicate that the Notes have not been registered under Section 12(g) of the Act, (b) amending and restating Item 2, (c) replacing Exhibits 99.1 and 99.2 and adding Exhibits 99.5 and 99.6 to the exhibit list in Item 15, and (d) filing (i) a revised Annual Statement regarding the Notes (Exhibit 99.1), (ii) a revised Section 302(a) Certification (Exhibit 99.2), (iii) the Administrator's Certificate, dated March 26, 2004 (Exhibit 99.5) and (iv) the Independent Accountants' Report, dated March 3, 2004, issued by KPMG LLP (Exhibit 99.6). PART I Item 1. Business -------- The sole business of SLC Student Loan Receivables I, Inc. (the "Depositor") and SLC Student Loan Trust-I (the "Trust") is to issue asset-backed notes (the "Notes"). These Notes are issued by the Trust backed by student loans first transferred by The Student Loan Corporation (the "Servicer") to the Depositor, and then by the Depositor to the Trust. The Servicer services the loans on behalf of the Trust and provides administrative services to the Trust. Payments received by the Servicer and transferred to the Trust with respect to such loans are used to make payments on the Notes. Item 2. Properties ---------- The Property of the Trust consists solely of student loans originated under the Federal Family Education Loan Program. See Exhibit 99.3, a Certificate of The Student Loan Corporation, as Servicer, with respect to the activities of the Servicer during the fiscal year ended December 31, 2002. See Exhibit 99.5, a Certificate of The Student Loan Corporation, as Administrator, with respect to the activities of the Administrator during the fiscal year ended December 31, 2002. Item 3. Legal Proceedings ----------------- Neither the Depositor nor the Trust knows of any material pending legal proceedings with respect to the Trust, involving the Trust, the Depositor, the Servicer, Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company (the "Indenture Trustee"), the Depositor's eligible lender trustee or the Trust assets, other than ordinary routine litigation incidental to the duties of the Indenture Trustee, the Servicer or the Depositor under the Servicing Agreement between the Servicer and the Trust dated as of March 27, 2002. Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- No matter was submitted during the fiscal year covered by this report to a vote of Note Holders. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. ---------------------------------------------------------------------- Each class of Notes is represented by one or more Notes registered in the name of Cede & Co., the nominee of the Depository Trust Company. To the knowledge of the Depositor and the Trust, there is no established public trading market for the Notes. Item 6. Selected Financial Data ----------------------- Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations --------------------- Not Applicable. Item 7A. Quantitative and Qualitative Disclosures About Market Risk ---------------------------------------------------------- Not Applicable. Item 8. Financial Statements and Supplementary Data ------------------------------------------- Exhibit 99.1 is filed as part of this report and listed in Item 15(a) below. This exhibit is also filed as part of this report under this Item 8. Item 9. Changes in and Disagreements With Accountants on Accounting and --------------------------------------------------------------- Financial Disclosure -------------------- None PART III Item 10. Directors and Executive Officers of the Registrant -------------------------------------------------- Not Applicable Item 11. Executive Compensation ---------------------- Not Applicable Item 12. Security Ownership of Certain Beneficial Owners and Management and ------------------------------------------------------------------ Related Stockholder Matters --------------------------- (a) Each class of Notes is represented by one or more Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"), and an investor holding an interest in the Trust is not entitled to receive a note representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of Notes, which it held on behalf of brokers, dealers, banks and other direct participants in the DTC system at December 31, 2002. Such direct participants may hold Notes for their own accounts or for the accounts of their customers. At December 31, 2002, the following direct DTC participants held positions in the Notes representing interests in the Trust equal to or exceeding 5% of the total principal amount of each class of Notes on that date: SERIES 2002-1 Class Participant Quantity Percentage - ----- ------------- -------- ---------- A-1 Salomon Smith Barney $30,925,000 54.81% Wachovia Bank, N.A. $13,550,000 24.01% Citibank, N.A. $11,950,000 21.18% A-2 Salomon Smith Barney $21,325,000 37.73% J.P. Morgan Chase Bank $20,575,000 36.40% The Bank of New York $ 7,000,000 12.38% Boston Safe Deposit & Trust Co. $ 5,550,000 9.82% A-3 Citibank, N.A. $29,400,000 52.01% Salomon Smith Barney $14,500,000 25.65% J.P. Morgan Chase Bank $12,000,000 21.23% A-4 J.P. Morgan Chase Bank $19,100,000 31.16% Deutsche Bank Trust Company Americas $14,925,000 24.35% Merrill Lynch, Pierce Fenner & Smith Safekeeping $13,350,000 21.78% Morgan Stanley $ 6,800,000 11.09% B-1 Salomon Smith Barney $15,250,000 100.00% SERIES 2002-2 Class Participant Quantity Percentage - ----- ----------- -------- ---------- A-5 Salomon Smith Barney $65,350,000 100.00% A-6 Salomon Smith Barney $45,350,000 69.40% The Bank of New York $10,000,000 15.30% J.P. Morgan Chase Bank $10,000,000 15.30% A-7 Merrill Lynch, Pierce Fenner & Smith Safekeeping $34,000,000 52.03% Comerica Bank $25,350,000 38.79% Boston Safe Deposit & Trust Co. $ 6,000,000 9.18% B-2 Salomon Smith Barney $10,150,000 100.00% The address of each above participant is: c/o The Depository Trust Company 55 Water Street New York, New York 10041 (b) Not Applicable (c) Not Applicable (d) Not Applicable Item 13. Certain Relationships and Related Transactions. ----------------------------------------------- (a) Neither the Depositor nor the Trust knows of any transaction or series of transactions to which any of the Depositor, the Trust or the Servicer, in each of their respective capacities, is a party with any holder of Notes who owns of record or beneficially more than five percent of the Notes. (b) Not Applicable (c) Not Applicable Item 14. Controls and Procedures ----------------------- Not Applicable PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ---------------------------------------------------------------- (a) The following are filed as part of this report: Exhibit 99.1 Annual statement for SLC Student Loan Trust-I, Student Loan Asset Backed Notes, Series 2002-1 and Series 2002-2 for the Period ended December 31, 2002 Exhibit 99.2 Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 Exhibit 99.3* Annual Servicer's Certificate, dated March 7, 2003 Exhibit 99.4* Independent Accountants' Report, dated March 7, 2003, issued by KPMG LLP Exhibit 99.5 Administrator's Certificate, dated March 26, 2004 Exhibit 99.6 Independent Accountants' Report, dated March 3, 2004, issued by KPMG LLP * Included in the Co-Registrants' Annual Report on Form 10-K for the year ended December 31, 2002. (b) The following Current Reports on Form 8-K were filed by the Registrants during 2002 and through the date hereof: April 3, 2002 July 29, 2002 July 29, 2002 July 30, 2002 September 4, 2002 September 20, 2002 October 25, 2002 November 22, 2002 December 17, 2002 January 22, 2003 February 21, 2003 March 25, 2003 April 21, 2003 May 21, 2003 June 18, 2003 July 17, 2003 August 18, 2003 September 16, 2003 October 16, 2003 November 17, 2003 December 16, 2003 January 16, 2004 February 17, 2004 March 16, 2004 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 26th day of March, 2004. SLC Student Loan Receivables I, Inc. BY: /s/ Michael J. Reardon ----------------------------------- Name: Michael J. Reardon Title: Acting Chief Financial Officer SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Security Holders during the period covered by this Annual Report on Form 10-K and the Co-Registrants do not intend to furnish such materials to Security Holders subsequent to the filing of this report. INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- Exhibit 99.1 Annual statement for SLC Student Loan Trust-I, Student Loan Asset Backed Notes, Series 2002-1 and Series 2002-2 for the Period ended December 31, 2002 Exhibit 99.2 Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 Exhibit 99.3* Annual Servicer's Certificate, dated March 7, 2003 Exhibit 99.4* Independent Accountants' Report, dated March 7, 2003, issued by KPMG LLP Exhibit 99.5 Administrator's Certificate, dated March 26, 2004 Exhibit 99.6 Independent Accountants' Report, dated March 3, 2004, issued by KPMG LLP * Included in the Co-Registrants' Annual Report on Form 10-K for the year ended December 31, 2002. EX-99.1 3 sl678146-ex99_1.txt ANNUAL STATEMENT Exhibit 99.1 Annual Statement for SLC Student Loan Trust - I Student Loan Asset Backed Notes, Series 2002-1 and Series 2002-2 For the Period ended December 31, 2002 The information shown below has not been independently verified, however is believed to be accurate to the best of the issuer's knowledge. (a) The amount of payments with respect to each Class paid with respect to principal during the fiscal year ended December 31, 2002; Class Principal Paid ----- -------------- A-1 $3,400,000.00 A-2 $3,300,000.00 A-3 $3,300,000.00 A-4 $3,625,000.00 A-5 $0.00 A-6 $0.00 A-7 $0.00 B-1 $0.00 B-2 $0.00 R-1 $0.00 (b) The amount of payments with respect to each Class paid with respect to interest during the fiscal year ended December 31, 2002; Class Interest Paid ----- ------------- A-1 $837,919.14 A-2 $783,210.68 A-3 $797,311.65 A-4 $901,817.97 A-5 $61,742.68 A-6 $78,968.94 A-7 $71,074.66 B-1 $231,421.80 B-2 $13,450.78 R-1 $0.00 (c) The amount of payments allocable to any Note Holders' Auction Rate Interest Carryover (for each Class of Auction Rate Notes only), together with any remaining outstanding amount of each thereof; Interest Carryover ------------------ Auction Rate Notes $0.00 (d) The principal balance of Financed Eligible Loans as of December 31, 2002; Principal Balance of Financed Eligible $442,020,039.55 Loans (e) The aggregate outstanding amount of the Notes of each Class as of December 31, 2002, after giving effect to payments allocated to principal reported under clause (a) above; Class Principal Outstanding ----- --------------------- A-1 $56,425,000.00 A-2 $56,525,000.00 A-3 $56,525,000.00 A-4 $61,300,000.00 A-5 $65,350,000.00 A-6 $65,350,000.00 A-7 $65,350,000.00 B-1 $15,250,000.00 B-2 $10,150,000.00 R-1 $ 8,655,486.00 (f) The interest rate for the applicable Class of Notes with respect to each payment referred to in clause (b) above, indicating whether such interest rate is calculated based on the Net Loan Rate or based on the applicable Auction rate (for each Class of the Auction Rate Notes only) as of December 31, 2002; Class Calculation Method ----- ------------------ (Actual Method in Bold) Net Loan Rate Auction Rate ------------- ------------ A-1 N/A 1.5900% A-2 N/A 1.4800% A-3 N/A 1.4600% A-4 N/A 1.4500% A-5 N/A 1.4800% A-6 N/A 1.4500% A-7 N/A 1.4500% B-1 N/A 1.7200% B-2 N/A 1.5700% The interest rate on the Class R-1 Note as of December 31, 2002 was 2.618%. The rate is based on an average of the 90-day Commercial Paper rate plus 0.85%. (g) The amount of the Servicing Fees paid by the Trust during the fiscal year ended December 31, 2002; Servicing Fees $163,419.40 (h) The amount of the Administration Fee, Broker/Dealer Fee, Auction Agent Fee and Trustee Fee paid by the Trust during the fiscal year ended December 31, 2002; Administration Fee $5,028.29 Broker/Dealer Fee $506,454.73 Auction Agent Fee $2,410.00 Trustee Fee $10,000.00 (i) The amount of Net Losses, if any, during the fiscal year ended December 31, 2002 and any recoveries of principal and interest received during the fiscal year ended December 31, 2002 relating to Financed Student Loans for which Net Losses were previously allocated; Net Losses $14,419.82 Recoveries $0.00 (j) The amount of the initial payments attributable to amounts in the Reserve Fund, the amount of any other withdrawals from the Reserve Fund during the fiscal year ended December 31, 2002 and the balance of the Reserve Fund as of December 31, 2002; Initial Payments Withdrawals Balance ---------------- ----------- ------- Reserve Fund $11,192,680.28 $3,527,812.22 $7,689,229.90 (k) The portion, if any, of the payments attributable to amounts on deposit in the Acquisition Fund; The portion of payments attributable to $0.00 the Acquisition Fund (l) The aggregate amount, if any, paid by the Trustee to acquire Eligible Loans from amounts on deposit in the Acquisition Fund during the fiscal year ended December 31, 2002; Principal Interest Premium --------- -------- ------- Loan Acquisitions $451,031,433.97 $2,083,232.26 $0.00 (m) The amount remaining in the Acquisition Fund that has not been used to acquire Eligible Loans and is being transferred for the Redemption of the Notes; Transfers from Acquisition Fund for the $0.00 Redemption of the Notes (n) The aggregate amount, if any, paid for Financed Student Loans purchased from the Trust during the fiscal year ended December 31, 2002; Loans sold from the Trust (principal, interest, and premium) $0.00 (o) The number and principal amount of financed Student Loans, as of December 31, 2002 , that are (i) 31 to 60 days delinquent, (ii) 61 to 90 days delinquent, (iii) 91 to 120 days delinquent, (iv) more than 120 days delinquent and (v) for which claims have been filed with the appropriate Guaranty Agency and which are awaiting payment; Delinquencies Number of Loans Principal % of Total Principal ------------- --------------- --------- -------------------- Outstanding Outstanding ----------- ----------- 31 - 60 days 440 $7,922,047.27 1.8% 61 - 90 days 199 $3,195,696.96 0.7% 91 - 120 days 107 $2,067,094.34 0.5% 121 - 150 days 91 $1,676,550.61 0.4% 151 - 180 days 49 $561,580.95 0.1% 181 - 210 days 43 $709,689.26 0.2% 211 - 240 days 28 $498,267.75 0.1% 241 - 270 days 1 $13,750.00 0.0% Claims to be filed 61 $996,274.08 0.2% Claims Filed 44 $736,962.17 0.2% (p) The total Value of the Trust Estate and the outstanding principal amount of the Notes as of December 31, 2002; Assets ------ Cash & Cash Equivalents $2,838,039.70 Student Loan Receivables $442,020,039.55 Reserves $7,689,229.90 Other Loan Receivables $3,741,410.67 --------------- Total Assets $456,288,719.82 =============== Liabilities ----------- Class A-1 $56,425,000.00 Class A-2 $56,525,000.00 Class A-3 $56,525,000.00 Class A-4 $61,300,000.00 Class A-5 $65,350,000.00 Class A-6 $65,350,000.00 Class A-7 $65,350,000.00 Class B-1 $15,250,000.00 Class B-2 $10,150,000.00 Class R-1 $ 8,655,486.00 Accrued Liabilities $977,255.83 -------------- Total Liabilities 461,857,741.83 =============== Parity Ratio (Notes Only, excluding 100.90% Class R-1) Parity Ratio (All Liabilities, 100.68% excluding Class R-1) Parity Ratio (Senior Liabilities) 106.90% (q) The number and percentage by dollar amount of (i) rejected federal reimbursement claims for Financed Student Loans, (ii) Financed Student Loans in forbearance and (iii) Financed Student Loans in deferment as of December 31, 2002. Delinquencies Number of Loans Principal % of Total Principal ------------- --------------- --------- -------------------- Outstanding Outstanding ----------- ----------- Rejected Claims 0 $0.00 0.0% Loans in Forbearance 1,357 $27,730,992.19 6.3% Loans in Deferment 1,998 $39,697,939.07 9.0% A copy of the statements referred to above may be obtained by any Note Holder by a written request to the Indenture Trustee, addressed to its Corporate Trust Office. EX-99.2 4 sl678146-ex99_2.txt CERTIFICATION PURSUANT TO SECTION 302(A) Exhibit 99.2 CERTIFICATION Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 I, Michael J. Reardon, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report of SLC Student Loan Trust-I and SLC Student Loan Receivables I, Inc; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement for inclusion in these reports is included in these reports; 4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and 5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the attestation standards established by the American Institute of Certified Public Accountants as set forth in the servicing agreement that is included in these reports. In giving the certifications above, I have reasonably relied on information provided to me by SunTech, Inc., as an unaffiliated party, acting as the Subservicer. /s/ Michael J. Reardon - ------------------------------------ Michael J. Reardon Acting Chief Financial Officer SLC Student Loan Receivables I, Inc. March 26, 2004 EX-99.5 5 sl678146-ex99_5.txt ADMINISTRATOR'S CERTIFICATE Exhibit 99.5 Annual Administrator's Certificate Standard & Poor's Ratings Services 55 Water Street New York, New York 10041 Attention: Asset-Backed Surveillance Group Fitch Ratings One State Street Plaza New York, New York 10004 Attention: Structured Finance Moody's Investors Service Inc. 99 Church Street New York, New York 10007 Attention: Structured Finance Deutsche Bank Trust Company Americas Attn: Peter Becker 280 Park Avenue New York, New York 10017 SLC Student Loan Trust - I c/o Wilmington Trust Company Rodney Square North, 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration As an officer of The Student Loan Corporation, the Administrator of SLC Student Loan Trust-I (the "Administrator") pursuant to a certain Administration Agreement dated as of March 27, 2002 between the SLC Student Loan Trust-I and The Student Loan Corporation (the "Administration Agreement"), I hereby certify that: (a) a review of the activities of the Administrator during the preceding calendar year and of its performance under the Administration Agreement has been made under my supervision, and (b) to the best of my knowledge, based on such a review, the Administrator has fulfilled all of its obligations under the Administration Agreement throughout the period ended December 31, 2002, and there have been no known defaults in the fulfillment of such obligations. /s/ Michael J. Reardon March 26, 2004 - --------------------------------- ----------------- Michael J. Reardon Date Acting Chief Financial Officer The Student Loan Corporation, as Administrator EX-99.6 6 sl678146-ex99_6.txt INDEPENDENT ACCOUNTANTS' REPORT Exhibit 99.6 [Letterhead of KPMG LLP] Independent Accountants' Report We have examined the accompanying assertion made by management on The Student Loan Corporation's compliance with the Administration Agreement, Sections 2, 3, 4, 5, 6, 7 and 8, dated as of March 27, 2002, between the SLC Student Loan Trust-I, as Issuer, and The Student Loan Corporation, as Administrator, for the period ended December 31, 2002. Management is responsible for The Student Loan Corporation's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about The Student Loan Corporation's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about The Student Loan Corporation's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on The Student Loan Corporation's compliance with specified requirements. In our opinion, management's assertion that The Student Loan Corporation complied with the aforementioned requirements for the period ended December 31, 2002 is fairly stated, in all material respects. The report is intended solely for the information and use of the Board of Directors and management of The Student Loan Corporation and the SLC Student Loan Trust-I and Indenture Trustee and is not intended to be and should not be used by anyone other than these specified parties. /s/ KPMG LLP New York, New York March 3, 2004 Management Report on The Student Loan Corporation's Compliance, as Administrator, with the Requirements of the Administration Agreement Management of The Student Loan Corporation, as Administrator, is responsible for compliance with the Administration Agreement, Sections 2, 3, 4, 5, 6, 7 and 8 dated as of March 27, 2002, between the SLC Student Loan Trust-I, as Issuer, and The Student Loan Corporation, as Administrator, for the period ended December 31, 2002. Management has performed an evaluation of The Student Loan Corporation's compliance with the Administration Agreement, Sections 2, 3, 4, 5, 6, 7 and 8, for the period ended December 31, 2002. Based upon this evaluation, management believes that, for the period ended December 31, 2002, The Student Loan Corporation, as Administrator, was in compliance with the Administration Agreement, Sections 2, 3, 4, 5, 6, 7 and 8. /s/ Michael J. Reardon March 3, 2004 - --------------------------------- ----------------- Michael J. Reardon Acting Chief Financial Officer The Student Loan Corporation, as Administrator -----END PRIVACY-ENHANCED MESSAGE-----