Citigroup in $373 Million Asset-Backed Bond Tender Offer and Consent Solicitation

April 18, 2005

Cleary Gottlieb represented Citigroup Global Markets Inc. as dealer manager and solicitation agent in a successful tender offer and consent solicitation by SLC Student Loan Trust-I  (“SLC”) for $373,050,000 of its student loan asset-backed notes due 2035.  The tender offer launched on April 5 and tenders and consents representing 82.4% of the notes were received by April 18, with the remaining notes called for redemption shortly thereafter.

SLC offered holders of notes $1,001 for each $1,000 principal amount of notes tendered.  Simultaneous to tendering, holders provided an “exit consent” to amendments to the underlying indentures that allowed for the redemption of any remaining notes on the next applicable auction date.

SLC’s sole business is issuing these notes and using the proceeds to purchase a portfolio of student loans.  The notes are backed by student loans first transferred by The Student Loan Corporation to SLC Student Loan Receivables I, Inc., which in turn transferred them to SLC.  The Student Loan Corporation services the loans and provides administrative services to SLC.