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)~~: ~~February~~September 1330, 2009

(Date of earliest event reported)

SLC Student Loan Trust 2009-1

(Issuing Entity)

The Student Loan Corporation

(Exact Name of Sponsor as Specified in its Charter)

SLC Student Loan Receivables I, Inc.

(Exact Name of Registrant and Depositor as Specified in its Charter)


Delaware	333-141134-05	04-3598719
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

750 Washington Boulevard, 9th Floor

Stamford, Connecticut 06901

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (203) 975-~~6923~~6320

Not Applicable

(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 18.01. ~~Entry~~ ~~into~~Other ~~a Material Definitive Agreement.~~Events

~~Closing~~ The Sub-Administration Agreement dated as of February 13, 2009 (the “Agreement”) between The Student Loan Corporation (“SLC”) and CitiMortgage, Inc. (“CMI”) has been terminated, effective as of September 30, 2009. Both SLC and CMI are subsidiaries of Citigroup Inc. SLC notified CMI on June 30, 2009 of its intent to terminate the Agreement pursuant to Section 3(a) of the Agreement, which allows for termination on the date which is ninety days following the date on which either party provides the other with prior notice in writing of its intent to terminate. Pursuant to the Agreement, CMI performed certain of the administration agreement services that SLC, as administrator, was obligated to perform under the Administration Agreement, dated as of February 13, 2009, among SLC Student Loan Trust 2009-1, ~~transaction~~as issuer, SLC Student Loan Receivables I, Inc., as depositor, and SLC as servicer and administrator. Services performed by CMI under the Agreement primarily included, among other things, preparing periodic distribution statements based on data received from the servicer, and directing the indenture administrator to make the required distributions from the trust accounts. Pursuant to the Agreement, CMI hosted the website on which certain static pool performance data was posted. CMI has agreed that it will either continue to host such static pool performance data on its website or redirect visitors to an SLC website on which such data will be provided, in each case until the fifth anniversary of the date on which such information was initially published. Information concerning past and current LIBOR rates, any other applicable index, and the interest rates applicable to the notes has previously been available by registering on CMI’s website at http://www.citimortgagembs.com. This information will now be available at SLC’s website at http://www.studentloan.com, by first clicking on “Investor Relations” and then clicking on “Asset Backed Securities”. Compensation for the services performed by CMI under the Agreement was paid by SLC from its own funds. On and after September 30, 2009, SLC, as administrator, will perform the administration agreement services that were performed by CMI under the Agreement.

On February 13, 2009, 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 February 13, 2009 (the “Trust Agreement”), which amended and restated the Short-Form Trust Agreement, dated as of February 3, 2009, between the Depositor and the Owner Trustee, pursuant to which SLC Student Loan Trust 2009-1 (the “Trust”) was formed.

On February 13, 2009, The Student Loan Corporation, a Delaware corporation (“SLC”), the Depositor, Citibank, N.A., not in its individual capacity but solely as eligible lender trustee on behalf of SLC (in such capacity, the “Seller Eligible Lender Trustee”) under the Trust Agreement, dated as of August 30, 2003, between SLC and the Seller Eligible Lender Trustee, and Citibank, N.A., not in its individual capacity but solely as eligible lender trustee on behalf of the Depositor (in such capacity, the “Depositor Eligible Lender Trustee”) under the Eligible Lender Trust Agreement, dated as of February 13, 2009 (the “Depositor Eligible Lender Trust Agreement”), between the Depositor and the Depositor Eligible Lender Trustee, executed and delivered the Master Terms Purchase Agreement, dated as of February 13, 2009 (together with the related purchase agreement and other agreements thereunder, the “Purchase Agreement”), pursuant to which certain Federal Family Education Loan Program student loans (the “Trust Student Loans”) were sold by SLC (and with respect to legal title, the Seller Eligible Lender Trustee on behalf of SLC) to the Depositor (and with respect to legal title, the Depositor Eligible Lender Trustee on behalf of the Depositor). On February 13, 2009, the Depositor, the Trust, the Depositor Eligible Lender Trustee and Citibank, N.A., not in its individual capacity but solely as eligible lender trustee on behalf of the Trust (in such capacity, the “Trust Eligible Lender Trustee”) under the Eligible Lender Trust Agreement, dated as of February 13, 2009 (the “Trust Eligible Lender Trust Agreement”), between the Trust and the Trust Eligible Lender Trustee, executed and delivered the Master Terms Sale Agreement, dated as of February 13, 2009 (together with the related sale agreement and other agreements thereunder, the “Sale Agreement”), pursuant to which the Trust Student Loans were sold by the Depositor (and with respect to legal title, the Depositor Eligible Lender Trustee on behalf of the Depositor) to the Trust (and with respect to legal title, the Trust Eligible Lender Trustee on behalf of the Trust).

On February 13, 2009, the Trust issued its Student Loan Asset-Backed Notes in the following class designations: Class A-1 and Class A-2, having an aggregate principal amount of $547,000,000 (collectively, the “Notes”). The Notes were issued pursuant to the Indenture, dated as of February 13, 2009 (the “Indenture”) among the Trust, the Trust Eligible Lender Trustee, U.S. 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., as underwriter (the “Underwriter”) pursuant to the Underwriting Agreement, dated as of February 3, 2009 (the “Underwriting Agreement”), among the Trust, SLC and the Underwriter.

In addition to the 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 February 13, 2009 (the “Administration Agreement”), among the Trust, SLC, as administrator (in such capacity, the “Administrator”), SLC, as servicer (in such capacity, the “Servicer”) and the Depositor, pursuant to which the Administrator has agreed to act as administrator of the Trust, (b) the Sub-Administration Agreement, dated as of February 13, 2009, between CitiMortgage, Inc. (the “Sub-Administrator”) and the 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 February 13, 2009 (the “Servicing Agreement”), among the Servicer, the Administrator and the Trust, pursuant to which the Servicer has agreed to service the Trust Student Loans, (d) the Subservicing Agreement, dated as of February 13, 2009 (the “Subservicing Agreement”), between Citibank (South Dakota), National Association (in such capacity, the “Subservicer”) and the Servicer, pursuant to which the Subservicer has agreed to act as subservicer with respect to the Trust Student Loans and (e) the Custody Agreement, dated as of February 13, 2009 (the “Custody Agreement”), among Citibank (South Dakota), National Association (in such capacity, the “Custodian”), the Servicer, the Trust, the Trust Eligible Lender Trustee and the Indenture Trustee, pursuant to which the Custodian has agreed to act as custodian of certain student loan notes and other related documents related to the Trust Student Loans.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The Trust used the net proceeds of the sale of the Notes to purchase the Trust Student Loans pursuant to the Sale Agreement.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits:

Exhibit 1.1

Underwriting Agreement, dated as of February 3, 2009, among the Trust, SLC and the Underwriter.

Exhibit 4.1

Indenture, dated as of February 13, 2009, among the Trust, the Trust Eligible Lender Trustee, the Indenture Trustee and the Indenture Administrator.

Exhibit 4.3

Amended and Restated Trust Agreement, dated as of February 13, 2009, between the Depositor and the Owner Trustee.

Exhibit 4.4

Eligible Lender Trust Agreement, dated as of February 13, 2009, between the Depositor and the Depositor Eligible Lender Trustee.

Exhibit 4.5

Eligible Lender Trust Agreement, dated as of February 13, 2009, between the Trust and the Trust Eligible Lender Trustee.

Exhibit 5.2

Opinion of Richards, Layton, & Finger, P.A., dated as of February 13, 2009, with respect to due authorization, execution and delivery of the Notes.

Exhibit 99.1

Master Terms Purchase Agreement, dated as of February 13, 2009, among SLC, as seller, the Seller Eligible Lender Trustee, the Depositor, as purchaser, and the Depositor Eligible Lender Trustee.

Exhibit 99.2

Master Terms Sale Agreement, dated as of February 13, 2009, between the Depositor, as seller, the Depositor Eligible Lender Trustee, the Trust, as purchaser and the Trust Eligible Lender Trustee.

Exhibit 99.3

Servicing Agreement, dated as of February 13, 2009, among the Trust, the Servicer and the Administrator.

Exhibit 99.4

Subservicing Agreement, dated as of February 13, 2009, between the Subservicer and the Servicer.

Exhibit 99.5

Administration Agreement, dated as of February 13, 2009, among the Trust, the Depositor, the Servicer and the Administrator.

Exhibit 99.6

Sub-Administration Agreement, dated as of February 13, 2009, between the Administrator and the Sub-Administrator.

Exhibit 99.7

Custody Agreement, dated as of February 13, 2009, among the Trust, the Trust Eligible Lender Trustee, the Servicer, the Indenture Trustee and the Custodian.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended~~ the Trust ~~registrant~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SLC Student Loan Receivables I, Inc.

	SLC Student Loan Trust 2009-1



Date: October 6, 2009 The Student Loan Corporation, as Servicer and on behalf of SLC Student Loan Trust 2009-1

	By: /s/ Joseph P. Guage
	Name: Joseph P. Guage
	Title: Chief Accounting Officer

By:

/s/ Bradley Svalberg________

Name:

Bradley Svalberg

Title:

Treasurer

Dated: February 13, 2009

EXHIBIT INDEX

Exhibit No.

Description

1.1

Underwriting Agreement, dated as of February 13, 2009, among the Trust, SLC and the Underwriter.

4.1

Indenture, dated as of February 13, 2009, among the Trust, the Trust Eligible Lender Trustee, the Indenture Trustee and the Indenture Administrator.

4.3

Amended and Restated Trust Agreement, dated as of February 13, 2009, between the Depositor and the Owner Trustee.

4.4

Eligible Lender Trust Agreement, dated as of February 13, 2009, between the Depositor and the Depositor Eligible Lender Trustee.

4.5

Eligible Lender Trust Agreement, dated as of February 13, 2009, between the Trust and the Trust Eligible Lender Trustee.

5.2

Opinion of Richards, Layton, & Finger, P.A., dated as of February 13, 2009, with respect to due authorization, execution and delivery of the Notes.

99.1

Master Terms Purchase Agreement, dated as of February 13, 2009, among SLC, as seller, the Seller Eligible Lender Trustee, the Depositor, as purchaser, and the Depositor Eligible Lender Trustee.

99.2

Master Terms Sale Agreement, dated as of February 13, 2009, between the Depositor, as seller, the Depositor Eligible Lender Trustee, the Trust, as purchaser and the Trust Eligible Lender Trustee.

99.3

Servicing Agreement, dated as of February 13, 2009, among the Trust, the Servicer and the Administrator.

99.4

Subservicing Agreement, dated as of February 13, 2009, between the Subservicer and the Servicer.

99.5

Administration Agreement, dated as of February 13, 2009, among the Trust, the Depositor, the Servicer and the Administrator.

99.6

Sub-Administration Agreement, dated as of February 13, 2009, between the Administrator and the Sub-Administrator.

99.7

Custody Agreement, dated as of February 13, 2009, among the Trust, the Trust Eligible Lender Trustee, the Servicer, the Indenture Trustee and the Custodian.

Filing Compare · SLC Student Loan Trust 2009-1