-----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, AvRVoRYkict4cLhTycjyUGTtrReUALKnnNpsS2J4k37KBzfPEBMyUJZDnsUn5lmp 7zVoVveJmzZSv5luT4HJBg== 0001200129-05-000024.txt : 20050331 0001200129-05-000024.hdr.sgml : 20050331 20050331141908 ACCESSION NUMBER: 0001200129-05-000024 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050331 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] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-75952-01 FILM NUMBER: 05718913 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 SEC ACT: 1934 Act SEC FILE NUMBER: 333-75952-02 FILM NUMBER: 05718912 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 SEC ACT: 1934 Act SEC FILE NUMBER: 333-75952 FILM NUMBER: 05718911 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 1 form10k123104.htm FORM10K123104

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K


 

 

 

x       Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the fiscal year ended December 31, 2004

 

 

 

OR

 

 

 

o      Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the transition period from ____ to ____

 

 

 

Commission file numbers: 333-118089
                                            333-75952


SLC STUDENT LOAN RECEIVABLES I, INC.Delaware04-3598719
  (Depositor)  
   
            on behalf of
 
SLC STUDENT LOAN TRUST-IDelaware04-6959982
  (Issuer of Notes)  

(Exact name of co-registrants as specified in their charters)(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Nos.)

 

 

 

750 Washington Blvd., Stamford, Connecticut

 

06901


 


(Address of principal executive office)

 

(Zip Code)

 

 

 

(203) 975-6923

(203) 975-6237


(Co-registrant’s telephone numbers, including area code)

 


 

 

 

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

































Introductory Note

This Annual Report on Form 10-K is prepared in reliance on the no-action letter dated December 20, 1996 issued by the Securities and Exchange Commission to Nellie Mae Education Funding, LLC.


















































PART I

Item 1.    Business

   Not Applicable

Item 2.    Properties

   The property of the Trust consists solely of student loans originated under the Federal Family Education Loan Program. See Exhibit 99.2, a Certificate of The Student Loan Corporation, as Servicer, with respect to the activities of the Servicer during the fiscal year ended December 31, 2004. See Exhibit 99.4, a Certificate of The Student Loan Corporation, as Administrator, with respect to the activities of the Administrator during the fiscal year ended December 31, 2004.

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, Related Stockholder Matters, and Issuer Purchases of Equity Securities

   Records provided to the Trust by the Depository Trust Company and the Indenture Trustee indicate that there were 11 holders of record for the Series 2002-1 Notes and 9 holders of record for the Series 2002-2 Notes at December 31, 2004.

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

   Not Applicable

Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

   None






Item 9A.    Controls and Procedures

   Not Applicable

Item 9B.    Other Information

   Not Applicable

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

 (a)    SLC Student Loan Receivables I, Inc. is the beneficial owner of SLC Student Loan Trust-1.  
 
 (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.     Principal Accounting Fees and Services

 Not Applicable

PART IV

Item 15. Exhibits and Financial Statement Schedules
 
 (a) The following are filed as part of this report:
 
 Exhibit 31.1Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
 
 Exhibit 99.1Annual Statement for SLC Student Loan Trust-I, Student Loan Asset Backed Notes, Series 2002-1 and Series 2002-2, for the Year ended December 31, 2004
 
 Exhibit 99.2 Annual Servicer's Certificate, dated March 31, 2005
 
 
 Exhibit 99.3Report of Independent Registered Public Accounting Firm, dated March 31, 2005, issued by KPMG LLP - Servicing Agreement
 
 Exhibit 99.4 Annual Administrator's Certificate, dated March 31, 2005
 
 Exhibit 99.5Report of Independent Registered Public Accounting Firm, dated March 31, 2005, issued by KPMG LLP - Administration Agreement
 
 (b) Not Applicable
 
 (c) Not Applicable












































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 31st day of March, 2005.

  
 
    SLC Student Loan Receivables I, Inc.
 
 
 
  BY:         /s/ Daniel P. McHugh                
  Name:     Daniel P. McHugh
  Title:       Chief Financial Officer
 

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY CO-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 31.1Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002  
 
Exhibit 99.1Annual Statement for SLC Student Loan Trust-I, Student Loan Asset Backed Notes, Series 2002-1 and Series 2002-2, for the Year ended December 31, 2004  
 
Exhibit 99.2 Annual Servicer's Certificate, dated March 31, 2005. 
 
Exhibit 99.3Report of Independent Registered Public Accounting Firm, dated March 31, 2005, issued by KPMG LLP - Servicing Agreement 
 
Exhibit 99.4Annual Administrator's Certificate, dated March 31, 2005 
 
Exhibit 99.5Report of Independent Registered Public Accounting Firm, dated March 31, 2005, issued by KPMG LLP - Administration Agreement 
 
 
 
 
EX-31 2 exhibit31_1.htm EXHIBIT31.1FORFORM10K123104

Exhibit 31.1



CERTIFICATION

Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002



I, Daniel P. McHugh, 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 Uniform Single Attestation Program for Mortgage Bankers or similar procedures, 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 CFS-SunTech Servicing LLC, as an unaffiliated party, acting as the Subservicer.
 
 
 
 
 
 
 

/s/ Daniel P. McHugh      
Daniel P. McHugh
Chief Financial Officer
SLC Student Loan Receivables I, Inc.


March 31, 2005

EX-99 3 exhibit99_1.htm EXHIBIT99.1FORFORM10K123104

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 Year ended December 31, 2004
 
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, 2004;
 
ClassPrincipal Paid
A-1$2,600,000.00
A-2$3,000,000.00
A-3$2,600,000.00
A-4$3,100,000.00
A-5$3,325,000.00
A-6$3,325,000.00
A-7$3,500,000.00
B-1$7,500,000.00
B-2$4,700,000.00
 
(b) The amount of payments with respect to each Class paid with respect to interest during the fiscal year ended December 31, 2004;
 
ClassInterest Paid
A-1   $756,155.58
A-2   $805,765.24
A-3   $741,967.28
A-4   $818,968.54
A-5   $826,998.58
A-6   $826,920.23
A-7   $834,353.20
B-1   $188,061.00
B-2   $131,979.96
 
 
(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 student loans as of December 31, 2004;
 
        Principal Balance of Financed Student Loans                                    $381,357,064.19
 
 
 
 
 
 
 
 
 
 
 
 
 
(e) The aggregate outstanding amount of the Notes of each Class as of December 31, 2004, after giving effect to payments allocated to principal reported under clause (a) above;
 
ClassPrincipal Outstanding
A-1 $50,175,000.00
A-2 $50,175,000.00
A-3 $50,575,000.00
A-4 $54,525,000.00
A-5 $55,075,000.00
A-6 $55,075,000.00
A-7 $54,900,000.00
B-1 $  7,750,000.00
B-2 $  5,450,000.00
 

(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, 2004;

 Calculation Method
 (Actual Method in Bold)
Class      Net Loan RateAuction Rate
A-1              N/A2.4200%
A-2              N/A2.4500%
A-3              N/A2.3100%
A-4              N/A2.4100%
A-5              N/A2.3500%
A-6              N/A2.4100%
A-7              N/A2.3800%
B-1              N/A2.5000%
B-2              N/A2.5100%
 
 
(g) The amount of the Servicing Fees paid by the Trust during the fiscal year ended December 31, 2004;
 
      Servicing Fees   $472,711.28 
 
 
(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, 2004;
 
      Administration Fee $     14,796.70 
      Broker/Dealer Fee $1,024,661.79 
      Auction Agent Fee $     20,493.00 
      Trustee Fee $     17,500.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(i) The amount of Net Losses, if any, during the fiscal year ended December 31, 2004 and any recoveries of principal and interest received during the fiscal year ended December 31, 2004 relating to financed student loans for which Net Losses were previously allocated;
 
      Net Losses$40,171.41 
      Recoveries$  4,220.82 
 
(j) The amount of the 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, 2004 and the balance of the Reserve Fund as of December 31, 2004;
 
 PaymentsWithdrawalsBalance
Reserve Fund$70,010.32$0.00$5,869,361.05
 
(k) The portion, if any, of the payments attributable to amounts on deposit in the Acquisition Fund;
 
         The portion of payments attributable to the Acquisition Fund                                 $0.00

(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, 2004;
 
 PrincipalInterestPremium
Loan Acquisitions$0.00$0.00 $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 Redemption of the Notes                                              $0.00
 
(n) The aggregate amount, if any, paid for the financed student loans purchased from the Trust during the fiscal year ended December 31, 2004;
 
        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, 2004, that are (i) 0 to 30 days delinquent, (ii) 31 to 60 days delinquent, (iii) 61 to 90 days delinquent, (iv) 91 to 120 days delinquent, (v) more than 120 days delinquent and (vi) for which claims have been filed with the appropriate Guaranty Agency and which are awaiting payment;
 
DelinquenciesNumber of Loans Principal% of Total Principal
  OutstandingOutstanding
0 - 30 days 17,065$290,946,160.86 76.3%
31 - 60 days      439$    8,335,919.55   2.2%
61 - 90 days      158 $    3,297,975.46   0.9%
91 - 120 days     105 $    1,935,543.17   0.5%
121 - 150 days       90 $    2,085,965.68   0.5%
151 - 180 days       68$    1,657,567.38   0.4%
181 - 210 days       50$       746,307.93   0.2%
211 - 240 days       41$       804,653.58   0.2%
241 - 270 days         0$                  0.00   0.0%
Claims to be filed       49$    1,076,768.84   0.3%
Claims filed        68$    1,276,406.02  0.3%
 
^Does not include loans in forbearance and deferment (Refer to item (q) for these loan amounts)
 
 
 
 
 
 
 
 
(p) The total Value of the Trust Estate and the outstanding principal amount of the Notes as of December 31, 2004.
 
Assets   
Cash & Cash Equivalents*$   3,314,340.60  
Student Loan Receivables 381,357,064.19  
Reserves     5,869,361.05  
Other Loan Receivables     4,006,130.27  
 
Total Assets$394,546,896.11  
 
Liabilities  
Class A-1$ 50,175,000.00  
Class A-2   50,175,000.00  
Class A-3   50,575,000.00  
Class A-4   54,525,000.00  
Class A-5   55,075,000.00  
Class A-6   55,075,000.00  
Class A-7   54,900,000.00  
Class B-1     7,750,000.00  
Class B-2     5,450,000.00  
Accrued Liabilities        741,213.37  
 
Total Liabilities$384,441,213.37  
 
Parity Ratio (Notes Only)102.83%  
Parity Ratio (All Liabilities)102.63%  
Parity Ratio (Senior Liabilities)106.49%  
 
* The Trust had cash releases totaling $12,350,000 during 2004.
 

(q) The number and percentage by dollar amount of (i) rejected federal reimbursement claims for the financed student loans, (ii) the financed student loans in forbearance and (iii) the financed student loans in deferment as of December 31, 2004.
 
DelinquenciesNumber of Loans Principal Outstanding % of Total Principal
   Outstanding
Rejected Claims      0$                0.00   0.0%
Loans in Forbearance1,184$26,031,141.46  6.8%
Loans in Deferment 2,425$43,167,349.16 11.3%
 

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 4 exhibit99_2.htm EXHIBIT99.2FORFORM10K123104

Exhibit 99.2

Annual Servicer'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 Master Servicer of SLC Student Loan
Trust-I, I hereby certify that:

(a)a review of the activities of the Servicer during the preceding calendar year and of its performance
 under the Servicing Agreement has been made under my supervision, and
 
(b)to the best of my knowledge, based on such a review, the Servicer has fulfilled all of its
 obligations under the Servicing Agreement throughout the period ended December 31, 2004, and
 there have been no known defaults in the fulfillment of such obligations.
 
 
 

/s/ Daniel P. McHugh                                                                             March 31, 2005   
Daniel P. McHugh                                                                                         Date
Chief Financial Officer
The Student Loan Corporation, as Servicer

EX-99 5 exhibit99_3.htm EXHIBIT99.3FORFORM10K123104

Exhibit 99.3

[Letterhead of KPMG LLP]

Report of Independent Registered Public Accounting Firm

The Board of Directors
The Student Loan Corporation:

We have examined management's assertion, included in the accompanying Management Report on The Student Loan Corporation's Compliance, as Servicer, with the Requirements of the Indenture of Trust and the Servicing Agreements that The Student Loan Corporation complied with Article XI, Section 11.01 of the Indenture of Trust, dated as of March 27, 2002, between the SLC Student Loan Trust-I, as Issuer, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, as Indenture Trustee, and with the Servicing Agreement, Sections 4 and 5, dated as of March 27, 2002, between The Student Loan Corporation, as Servicer, and SLC Student Loan Trust-I, as Issuer, for the year ended December 31, 2004. 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 the standards of the Public Company Accounting Oversight Board (United States) 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.

We have been informed that, under The Student Loan Corporation's interpretation regarding compliance with Article XI, Section 11.01 of the Indenture of Trust, dated as of March 27, 2002 between the SLC Student Loan Trust-I and Deutsche Bank Trust Company Americas and with the Servicing Agreement, Sections 4 and 5, dated as of March 27, 2002, between The Student Loan Corporation and SLC Student Loan Trust - I, the criteria set forth in Appendix I is suitable for attesting to management's assertion referred to above.

In our opinion, management’s assertion that The Student Loan Corporation complied with the aforementioned requirements for the year ended December 31, 2004 is fairly stated, in all material respects, based on the criteria set forth in Appendix I.

The report is intended solely for the information and use of the Board of Directors and managements 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 31, 2005
















Appendix I

Attestation Procedures

We have been informed that, under The Student Loan Corporation’s interpretation regarding compliance with Article XI, Section 11.01 of the Indenture of Trust, dated as of March 27, 2002, between the SLC Student Loan Trust-I and Deutsche Bank Trust Company Americas and with the Servicing Agreement, Sections 4 and 5, dated as of March 27, 2002, between The Student Loan Corporation and SLC Student Loan Trust-I, the criteria set forth below is suitable for attesting to management’s assertion referred to in our report:

Obtain and read the Indenture of Trust and Servicing Agreements (the “Agreements”).

Obtain written representation from The Student Loan Corporation management stating that The Student Loan Corporation complied with Article XI, Section 11.01 of the Indenture of Trust and with the servicing requirements in Sections 4 and 5 of the Servicing Agreement during the period from January 1, 2004 through December 31, 2004.

Obtain written representation from CFS-SunTech Servicing LLC management stating that CFS-SunTech Servicing LLC complied with Article XI, Section 11.01 of the Indenture of Trust and with the servicing requirements in Sections 4 and 5 of the Servicing Agreement during the period from January 1, 2004 through December 31, 2004.

Obtain and read The Student Loan Corporation management's Annual Servicer's Certificate to SLC Student Loan Trust-I stating that The Student Loan Corporation performed, in all material respects, all of its obligations under the Agreements during the period from January 1, 2004 through December 31, 2004, and no default in the performance of such obligations had occurred or was continuing.

Obtain and read the CFS-SunTech Servicing LLC Standard Engagement in Accordance with Compliance Audits (Attestation Engagements) For Lenders and Lenders Servicers Participating in the Federal Family Education Loan Program Report for the year ended December 31, 2004.

Obtain and read correspondence from the United States Department of Education to CFS-SunTech Servicing LLC dated September 10, 2004 indicating that a comprehensive review of CFS-SunTech Servicing LLC’s administration of the Federal Family Education Loan Program was conducted based on the Lender/Servicer Audit Guide developed by the Common Review initiative, and in accordance with the requirements of 34 CFR 682.410 (c).

Obtain and read correspondence between The Student Loan Corporation and CFS-SunTech Servicing LLC dated March 1, 2004, indicating that an audit was conducted by The Student Loan Corporation’s Operations Audit Department to evaluate CFS-SunTech Servicing LLC’s compliance with the sub-servicing agreement between CFS-SunTech Servicing LLC and The Student Loan Corporation dated March 27, 2002.

Obtain and read McGladrey & Pullen’s (Service Auditor) SAS 70 Report issued to CFS-SunTech Servicing LLC dated November 11, 2004 which contained an unqualified opinion.

Obtain an understanding of The Student Loan Corporation’s reporting procedures, including CFS-SunTech Servicing LLC’s submission of loan portfolio reports to The Student Loan Corporation and the preparation and submission of Statements to Noteholders and 8-K filings by performing the following procedures:

For Statements to Noteholders and 8-K filings, selected a sample of two months (“the sample”) from 2004.
 
  a)
 
Obtain and read CFS-SunTech Servicing LLC loan portfolio reports that were used by SLC management to prepare the Statements to Noteholders and 8-K filings for the selected months in the sample.
 
  b) Obtain proof of 8-K filings for the selected months in the sample to determine the submission of the filings.

Obtain an understanding of the transmittal of ED Form 799 on a quarterly basis to the U.S. Department of Education by CFS-SunTech Servicing LLC's on behalf of The Student Loan Corporation by performing the following procedure:


 
For the ED Form 799, obtain and inspect Lender Search Reports provided by The Student Loan Corporation evidencing receipt of the ED Form 799 by the U.S Department of Education for each quarter in 2004.

Obtain an understanding of The Student Loan Corporation’s remittance procedures of monthly rebate fees to the U.S Department of Education by performing the following procedure:


 
For remittances, select a sample of two monthly rebate fees and obtain and inspect proof of remittance to the U.S. Department of Education for each remittance in the sample.

Obtain an understanding of CFS-SunTech Servicing LLC’s remittance procedures, including the processing of principal and interest payments by CFS SunTech Servicing LLC to the Indenture Trustee by performing the following procedure:


 
For principal and interest payments, select a sample of two daily remittances and obtain and inspect proof of remittance to the Indenture Trustee within three business days for each daily remittance in the sample.

Obtain and inspect proof of a fidelity bond in an amount of at least $1,000,000 upon all personnel of CFS-SunTech Servicing LLC insuring against any loss or damage which The Student Loan Corporation, SLC Student Loan Trust-I, or CFS-SunTech Servicing LLC might suffer as a consequence of any fraudulent or dishonest act of such personnel, and obtain and inspect proof that CFS-SunTech Servicing LLC maintains errors or omissions insurance coverage in an amount equal to at least $2,000,000.











































Management Report on The Student Loan Corporation's Compliance, as Servicer, with
the Requirements of the Indenture of Trust and the Servicing Agreement

Management of The Student Loan Corporation, as Servicer, is responsible for compliance with Article XI, Section 11.01 of the Indenture of Trust, dated as of March 27, 2002, between the SLC Student Loan Trust-I, as Issuer, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, as Indenture Trustee, and with the Servicing Agreement, Sections 4 and 5, dated as of March 27, 2002, between The Student Loan Corporation, as Servicer, and SLC Student Loan Trust-I, as Issuer, for the year ended December 31, 2004.

Management has performed an evaluation of The Student Loan Corporation's compliance with Article XI, Section 11.01 of the Indenture of Trust and with the Servicing Agreement, Sections 4 and 5, for the year ended December 31, 2004. Based upon this evaluation, management believes that, for the year ended December 31, 2004, The Student Loan Corporation, as Servicer, was in compliance with Article XI, Section 11.01 of the Indenture of Trust and with the Servicing Agreement, Sections 4 and 5.



/s/ Daniel P. McHugh                                                                             March 31, 2005   
Daniel P. McHugh                                                                                         Date
Chief Financial Officer
The Student Loan Corporation, as Servicer

EX-99 6 exhibit99_4.htm EXHIBIT99.4FORFORM10K123104

Exhibit 99.4

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, 2004, and
 there have been no known defaults in the fulfillment of such obligations.
 
 
 

/s/ Daniel P. McHugh                                                                             March 31, 2005   
Daniel P. McHugh                                                                                         Date
Chief Financial Officer
The Student Loan Corporation, as Administrator

EX-99 7 exhibit99_5.htm EXHIBIT99.5FORFORM10K123104

Exhibit 99.5

[Letterhead of KPMG LLP]

Report of Independent Registered Public Accounting Firm


The Board of Directors
The Student Loan Corporation:

We have examined management’s assertion, included in the accompanying Management Report on The Student Loan Corporation’s Compliance, as Administrator, with the Requirements of the Administration Agreement that The Student Loan Corporation complied 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 year ended December 31, 2004. 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 the standards of the Public Company Accounting Oversight Board (United States) 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.

We have been informed that, under The Student Loan Corporation’s interpretation regarding compliance with the Administration Agreement, Sections 2, 3, 4, 5, 6, 7 and 8, dated as of March 27, 2002, between The Student Loan Corporation and SLC Student Loan Trust-I, the criteria set forth in Appendix 1 is suitable for attesting to management’s assertion referred to above.

In our opinion, management’s assertion that The Student Loan Corporation complied with the aforementioned requirements for the year ended December 31, 2004 is fairly stated, in all material respects, based upon the criteria set forth in Appendix I.

This report is intended solely for the information and use of the Board of Directors and managements 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 31, 2005

















Appendix I

Attestation Procedures

We have been informed that, under The Student Loan Corporation’s interpretation regarding compliance with the Administration Agreement, Sections 2, 3, 4, 5, 6, 7 and 8, dated as of March 27, 2002, between The Student Loan Corporation and SLC Student Loan Trust-I, the criteria set forth below is suitable for attesting to management’s assertion referred to in our report:

Obtain and read the Administration Agreement (the “Agreement”).

Obtain written representation from The Student Loan Corporation management stating that The Student Loan Corporation complied with the administration requirements in Sections 2, 3, 4, 5, 6, 7 and 8 of the Administration Agreement during the period from January 1, 2004 through December 31, 2004.

Obtain and read The Student Loan Corporation management’s Annual Administrator's Certificate to SLC Student Loan Trust-I stating that The Student Loan Corporation performed, in all material respects, all of its obligations under the Agreement during the period from January 1, 2004 through December 31, 2004, and no default in the performance of such obligations had occurred or was continuing.

Obtain an understanding of The Student Loan Corporation’s due diligence reviews of CFS-SunTech Servicing LLC, including monthly reviews of collection activity on borrower’s accounts by performing the following procedure:


 
For due diligence reviews, select a sample of 4 monthly reviews with respect to CFS-SunTech Servicing LLC to determine monthly review of collection activity on borrower’s accounts is being performed by The Student Loan Corporation.

Obtain an understanding of The Student Loan Corporation’s reporting procedures, including the preparation and submission of the Servicer’s Certificate, Statements to Noteholders and 8-K filings by performing the following procedures:

For the Servicer’'s Certificate, Statements to Noteholders and 8-K filings, select a sample of two months (“the sample”) from 2004.
 
  a)
 
Obtain and read Servicer’s Certificate for the select months in the sample to determine the preparation and submission of the Servicer’s Certificate.
 
  b)
 
Obtain and read Statements to Noteholders for the select months in the sample to determine the preparation and submission of the Statements to Noteholders.
 
  c) Obtain proof of 8-K filings for the select months in the sample to determine the submission of the filings.

Obtain an understanding of The Student Loan Corporation’s procedures with respect to the Revenue Account, Reserve Fund and Operating Fund by performing the following procedure:


 
For the Revenue Account, Reserve Fund and Operating Fund, select a sample of two dates in 2004 and obtain and inspect proof of proper deposits and withdrawals related to transactions posted on those specified dates.
















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 year ended December 31, 2004.

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 year ended December 31, 2004. Based upon this evaluation, management believes that, for the year ended December 31, 2004, The Student Loan Corporation, as Administrator, was in compliance with the Administration Agreement, Sections 2, 3, 4, 5, 6, 7 and 8.



/s/ Daniel P. McHugh                                                                             March 31, 2005   
Daniel P. McHugh                                                                                         Date
Chief Financial Officer
The Student Loan Corporation, as Administrator

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