UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 15, 2005
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SLC STUDENT LOAN RECEIVABLES I, INC. (as depositor for SLC Student Loan Trust
2005-1 under the Amended and Restated Trust Agreement, dated as of June 15,
2005, between SLC Student Loan Receivables I, Inc. and Wilmington Trust Company)
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(Exact name of registrant as specified in its charter)
Delaware 333-118089-02 04-3598719
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
750 Washington Boulevard, 9th Floor, Stamford, Connecticut 06901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 975-6923
Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
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Closing of SLC Student Loan Trust 2005-1.
On June 15, 2005, SLC Student Loan Receivables I, Inc. (the "Depositor")
and Wilmington Trust Company (the "Owner Trustee") executed and delivered the
Amended and Restated Trust Agreement, dated as of June 15, 2005 (the "Amended
and Restated Trust Agreement"), which amended and restated the Short-Form Trust
Agreement, dated as of June 1, 2005, between the Depositor and the Owner
Trustee, pursuant to which SLC Student Loan Trust 2005-1 (the "Trust") was
formed.
On June 15, 2005, The Student Loan Corporation, a Delaware corporation
("SLC"), the Depositor and Citibank, N.A., not in its individual capacity but
solely as eligible lender trustee (the "Eligible Lender Trustee") on behalf of
SLC under the Trust Agreement, dated as of August 30, 2003, between SLC and the
Eligible Lender Trustee, and as eligible lender trustee on behalf of the
Depositor under the Eligible Lender Trust Agreement, dated as of June 15, 2005
(the "Depositor Eligible Lender Trust Agreement"), between the Depositor and the
Eligible Lender Trustee, executed and delivered the Master Terms Purchase
Agreement, dated as of June 15, 2005 (together with the related purchase
agreement and other agreements thereunder, the "Purchase Agreement"), pursuant
to which certain Federal Family Education Loan Program loans (the "Student
Loans") were sold by SLC (and with respect to legal title, the Eligible Lender
Trustee on behalf of SLC) to the Depositor (and with respect to legal title, the
Eligible Lender Trustee on behalf of the Depositor). On June 15, 2005, the
Depositor, the Trust and the Eligible Lender Trustee, not in its individual
capacity but solely as eligible lender trustee on behalf the Depositor under the
Depositor Eligible Lender Trust Agreement, and as eligible lender trustee on
behalf of the Trust under the Eligible Lender Trust Agreement, dated as of June
15, 2005 (the "Trust Eligible Lender Trust Agreement"), between the Trust and
the Eligible Lender Trustee, executed and delivered the Master Terms Sale
Agreement, dated as of June 15, 2005 (together with the related sale agreement
and other agreements thereunder, the "Sale Agreement"), pursuant to which the
Student Loans were sold by the Depositor (and with respect to legal title, the
Eligible Lender Trustee on behalf of the Depositor) to the Trust (and with
respect to legal title, the Eligible Lender Trustee on behalf of the Trust).
On June 15, 2005, the Trust issued its Student Loan Asset-Backed Notes in
the following class designations: Class A-1, Class A-2, Class A-3, Class A-4 and
Class B, having an aggregate principal amount of $2,084,738,000 (collectively,
the "Notes"). The Notes were issued pursuant to the Indenture, dated as of June
15, 2005 (the "Indenture"), among the Trust, the Eligible Lender Trustee,
Wachovia Bank, National Association, as indenture trustee (the "Indenture
Trustee"), and Citibank, N.A., as indenture administrator (the "Indenture
Administrator"). The Notes were sold to Citigroup Global Markets Inc.
("Citigroup"), Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (collectively, the "Underwriters"), pursuant to the Underwriting
Agreement, dated June 8, 2005 (the "Underwriting Agreement"), between the Trust,
SLC and Citigroup, as representative of the Underwriters.
In addition to the Amended and Restated Trust Agreement, the Depositor
Eligible Lender Trust Agreement, the Purchase Agreement, the Trust Eligible
Lender Trust Agreement, the Sale Agreement, the Indenture and the Underwriting
Agreement, in connection with the foregoing, the following agreements were
executed and delivered by the respective parties thereto: (a) the Administration
Agreement, dated as of June 15, 2005 (the "Administration Agreement"), between
the Trust and SLC, as servicer and administrator (in such capacity, the
"Administrator"), pursuant to which the Administrator has agreed to act as
administrator of the Trust, (b) the Sub-Administration Agreement, dated as of
June 15, 2005 (the "Sub-Administration Agreement"), between the Administrator
and CitiMortgage, Inc., a Delaware corporation, as sub-administrator (the
"Sub-Administrator"), pursuant to which the Sub-Administrator has agreed to
perform certain duties of the Administrator under the Administration Agreement,
(c) the Servicing Agreement, dated as of June 15, 2005 (the "Servicing
Agreement"), between the Trust and SLC, as servicer and administrator (in such
capacity, the "Servicer"), pursuant to which the Servicer has agreed to service
the Student Loans, (d) the Subservicing Agreement, dated as of June 15, 2005
(the "Subservicing Agreement"), between the Servicer and Citibank USA, National
Association, a national banking association (the "Subservicer"), pursuant to
which the Subservicer has agreed to act as subservicer with respect to the
Student Loans, and (e) the Custody Agreement, dated as of June 15, 2005, among
the Trust, the Eligible Lender Trustee, the Indenture Trustee and the
Subservicer, as custodian (in such capacity, the "Custodian"), pursuant to which
the Custodian has agreed to act as custodian of certain student loan notes and
other related documents related to the Student Loans.
Item 2.01. Completion of Acquisition or Disposition of Assets.
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The Trust used the net proceeds of the sale of the Notes to purchase the
Student Loans pursuant to the Sale Agreement.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit 1.1 Underwriting Agreement, dated June 8, 2005, between the Trust,
SLC and Citigroup, as representative of the Underwriters.
Exhibit 4.1 Indenture, dated as of June 15, 2005, among the Trust, the
Eligible Lender Trustee, the Indenture Trustee and the
Indenture Administrator.
Exhibit 4.2 Amended and Restated Trust Agreement, dated as of June 15,
2005, between the Depositor and the Owner Trustee.
Exhibit 4.3 Eligible Lender Trust Agreement, dated as of June 15, 2005,
between the Depositor and the Eligible Lender Trustee.
Exhibit 4.4 Eligible Lender Trust Agreement, dated as of June 15, 2005,
between the Trust and the Eligible Lender Trustee.
Exhibit 99.1 Master Terms Purchase Agreement, dated as of June 15, 2005,
between SLC, as seller, the Depositor, as purchaser, and the
Eligible Lender Trustee on behalf of SLC and the Depositor.
Exhibit 99.2 Master Terms Sale Agreement, dated as of June 15, 2005,
between the Depositor, as seller, the Trust, as purchaser, and
the Eligible Lender Trustee on behalf of the Depositor and the
Trust.
Exhibit 99.3 Servicing Agreement, dated as of June 15, 2005, between the
Trust and the Servicer.
Exhibit 99.4 Subservicing Agreement, dated as of June 15, 2005, between the
Servicer and the Subservicer.
Exhibit 99.5 Administration Agreement, dated as of June 15, 2005, between
the Trust and the Administrator.
Exhibit 99.6 Sub-Administration Agreement, dated as of June 15, 2005,
between the Administrator and the Sub-Administrator.
Exhibit 99.7 Custody Agreement, dated as of June 15, 2005, among the Trust,
the Eligible Lender Trustee, the Indenture Trustee and the
Custodian.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 17, 2005 SLC STUDENT LOAN RECEIVABLES I,
INC.
By:/s/ Daniel McHugh
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Name: Daniel McHugh
Title: Chief Financial Officer
INDEX TO EXHIBITS
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Item 601(a) of
Regulation S-K Paper (P) or
Exhibit No. Description Electronic (E)
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1.1 Underwriting Agreement, dated June 8, E
2005, between the Trust, SLC and
Citigroup, as representative of the
Underwriters.
4.1 Indenture, dated as of June 15, 2005, E
among the Trust, the Eligible Lender
Trustee, the Indenture Trustee and
the Indenture Administrator.
4.2 Amended and Restated Trust Agreement, E
dated as of June 15, 2005, between
the Depositor and the Owner Trustee.
4.3 Eligible Lender Trust Agreement, E
dated as of June 15, 2005, between
the Depositor and the Eligible Lender
Trustee.
4.4 Eligible Lender Trust Agreement, E
dated as of June 15, 2005, between
the Trust and the Eligible Lender
Trustee.
99.1 Master Terms Purchase Agreement, E
dated as of June 15, 2005, between
SLC, as seller, the Depositor, as
purchaser, and the Eligible Lender
Trustee on behalf of SLC and the
Depositor.
99.2 Master Terms Sale Agreement, dated as E
of June 15, 2005, between the
Depositor, as seller, the Trust, as
purchaser, and the Eligible Lender
Trustee on behalf of the Depositor
and the Trust.
99.3 Servicing Agreement, dated as of June E
15, 2005, between the Trust and the
Servicer.
99.4 Subservicing Agreement, dated as of E
June 15, 2005, between the Servicer
and the Subservicer.
99.5 Administration Agreement, dated as of E
June 15, 2005, between the Trust and
the Administrator.
99.6 Sub-Administration Agreement, dated E
as of June 15, 2005, between the
Administrator and the Sub-Administrator.
99.7 Custody Agreement, dated as of June E
15, 2005, among the Trust, the Eligible Lender
Trustee, the Indenture Trustee and the
Custodian.